F-4/A 1 d177246df4a.htm AMENDMENT NO.5 TO FORM F-4 Amendment No.5 to Form F-4
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As filed with the Securities and Exchange Commission on September 8, 2016

Registration No. 333-211405

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 5

to

FORM F-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

 

ENERSIS AMÉRICAS S.A.

(Exact Name of Registrant as Specified in Its Charter)

 

REPUBLIC OF CHILE   4911   NOT APPLICABLE

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

Santa Rosa 76

Santiago, Chile

Telephone: +56 2 2353-4682

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

CT Corporation System

111 Eighth Avenue

New York, New York 10011

Telephone: (212) 894-8800

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

With Copies to:

Allen Miller, Esq.

Sey-Hyo Lee, Esq.

Chadbourne & Parke LLP

1301 Avenue of the Americas

New York, New York 10019

Telephone: (212) 408-5100

 

 

Approximate date of commencement of proposed sale to public: As soon as practicable following the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary joint information statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary joint information statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer, solicitation or sale is not permitted.

 

PRELIMINARY—SUBJECT TO AMENDMENT AND COMPLETION, DATED SEPTEMBER 8, 2016

 

LOGO    LOGO

 

To the Holders of Shares and American Depositary Shares of

Enersis Américas S.A. and Endesa Américas S.A.:

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

The Boards of Directors of Enersis Américas S.A. (“Enersis Américas”) and Endesa Américas S.A. (“Endesa Américas”) have each unanimously determined that the merger of Endesa Américas and Chilectra Américas S.A. (“Chilectra Américas”) into Enersis Américas, with Enersis Américas continuing as the surviving company under the name “Enel Américas S.A.” (the “merger”), is in the best interests of their respective companies and shareholders. We believe that the merger will benefit the shareholders of the companies and holders of American Depositary Shares (“ADSs”) of Enersis Américas and Endesa Américas and we propose the merger for approval at our respective extraordinary shareholders’ meetings.

In the proposed merger, each of Endesa Américas and Chilectra Américas will merge into Enersis Américas, and Endesa Américas common shareholders will receive 2.8 shares of Enersis Américas common stock for each Endesa Américas share they own (the “Endesa Américas merger exchange ratio”) and Chilectra Américas common shareholders will receive 4.0 shares of Enersis Américas common stock for each Chilectra Américas share they own (the “Chilectra Américas merger exchange ratio”). Holders of Endesa Américas American Depositary Shares (“ADSs”) will receive 1.68 Enersis Américas ADSs for each Endesa Américas ADS they own (the “Endesa Américas ADS merger exchange ratio”). Each Endesa Américas ADS represents 30 shares of Endesa Américas common stock and each Enersis Américas ADS represents 50 shares of Enersis Américas common stock.

Enersis Américas common stock, Endesa Américas common stock and Chilectra Américas common stock are traded on the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange (collectively, the “Chilean Stock Exchanges”) under the symbols “ENERSIS–AM”, “ENDESA–AM” and “CHILECT-AM”, respectively. Enersis Américas ADSs and Endesa Américas ADSs are listed and traded on the New York Stock Exchange under the symbols “ENIA” and “EOCA”, respectively. On September 6, 2016, the closing price on the Santiago Stock Exchange of Enersis Américas common stock was Ch$ 113.11 per share and the closing price of Endesa Américas common stock was Ch$ 308.60 per share. On September 6, 2016, the closing price on the New York Stock Exchange of Enersis Américas ADSs was US$ 8.50 per ADS and the closing price of Endesa Américas ADSs was US$ 14.03 per ADS. We urge you to obtain current market quotations for the Enersis Américas and Endesa Américas common stock and ADSs. Chilectra Américas common stock is not traded in the United States.

If the merger is approved by two-thirds of the outstanding shares of each company, we intend to complete the merger on or before December 1, 2016, subject to the conditions described in this joint information statement/prospectus. You should be aware that Enel Iberoamérica, S.R.L., a Spanish holding company and wholly owned subsidiary of Enel S.p.A., beneficially owns, directly and indirectly, through its subsidiary Enel Latinoamérica, S.A., in the aggregate approximately 60.6% of Enersis Américas shares and intends to vote these shares in favor of the merger-related proposals at the Enersis Américas extraordinary shareholders’ meeting. Accordingly, unless approximately 85% of the Enersis Américas shares not beneficially owned by Enel Iberoamérica do not vote for the merger-related proposals, the merger-related proposals will be approved by Enersis Américas shareholders. You should also be aware that Enersis Américas owns 59.98% of Endesa Américas shares and intends to vote all of those shares in favor of approving the merger-related proposals at the Endesa Américas extraordinary shareholders’ meeting. Accordingly, unless approximately 83% of the Endesa Américas shares not owned by Enersis Américas do not vote for the merger-related proposals, the merger will be approved by Endesa Américas shareholders. In addition, you should be aware that Enersis Américas owns 99.1% of Chilectra Américas shares and intends to vote these shares in favor of the merger-related proposals at the Chilectra Américas extraordinary shareholders’ meeting. As a result, approval of the merger-related proposals by Chilectra Américas shareholders is assured. The procedures for voting, as well as the requirements for obtaining


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a quorum, are different in Chile than those which would typically apply to most U.S. companies. We urge you to read carefully the description of these procedures and requirements in this joint information statement/prospectus.

We believe, and the discussion in this joint information statement/prospectus assumes, that the merger will be treated as a transaction that qualifies as a tax-free reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. However, no rulings have been or will be sought from the U.S. Internal Revenue Service concerning whether the merger qualifies for such tax-free treatment, and there is no assurance that the U.S. Internal Revenue Service will not take a contrary view or that a court would not agree with the U.S. Internal Revenue Service if the matter were contested. Please read carefully the tax treatment of the transaction under the heading “Material United States Tax Consequences.”

The accompanying document provides detailed information about the proposed merger and the Enersis Américas and Endesa Américas extraordinary shareholders’ meetings to vote on it. This document is also a prospectus for the Enersis Américas shares and ADSs that will be issued in the merger. We encourage you to read this material carefully. Please pay particular attention to the discussions under “Special Factors” beginning on page 33 for a description of the background of the proposed merger transaction and the related proposed tender offers for Endesa Américas shares and ADSs, “Risk Factors” beginning on page 150 for a description of the risks related to the merger and ownership of Enersis Américas shares and ADSs and “The Tender Offers” beginning on page 188 for a description of the material terms and conditions of the proposed tender offers by Enersis Américas for Endesa Américas shares and ADSs.

In order to complete the merger, the companies must obtain necessary regulatory approvals and the approvals of the shareholders of all three companies. Each of the companies will hold an extraordinary shareholders’ meeting to consider and vote on the merger-related proposals. Approval of the merger by Enersis Américas shareholders will also constitute approval of an amendment to the Enersis Américas bylaws (estatutos) to increase the number of authorized shares of common stock by up to 9,232,202,625 shares (from 49,092,772,762 shares to 58,324,975,387 shares).

This joint information statement/prospectus provides you with detailed information about the extraordinary shareholders’ meetings and the proposed merger. We urge you to read this material, including the section describing certain risk factors on page 150.

 

By the order of the Board of Directors of
Enersis Américas,
   By the order of the Board of Directors of
Endesa Américas,

LOGO

   LOGO

Luca D’Agnese

Chief Executive Officer

Enersis Américas S.A.

  

Valter Moro

Chief Executive Officer

Endesa Américas S.A.


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Neither the Securities and Exchange Commission nor any foreign or state securities commission has approved or disapproved of the securities to be issued under this joint information statement/prospectus, nor passed upon the merits or fairness of the securities to be issued under this joint information statement/prospectus, nor determined if this joint information statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

 

Enersis Américas and its shares of common stock have been registered with the Superintendencia de Valores y Seguros (the Chilean Superintendence of Securities and Insurance, or the SVS). The SVS has not approved or disapproved of the securities offered hereby (including in the form of ADSs) or determined if this prospectus or any Spanish language prospectus that will be used in Chile is truthful or complete.

Joint Information Statement/Prospectus dated September     , 2016 and first mailed to holders of Enersis Américas and Endesa Américas ADSs and shareholders of Enersis Américas and Endesa Américas resident in the United States on or about September     , 2016


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LOGO

 

ENERSIS AMÉRICAS S.A.

Santa Rosa 76

Santiago, Chile

NOTICE OF EXTRAORDINARY SHAREHOLDERS’ MEETING

To be held on September 28, 2016

Upon the resolution by the Board of Directors and in accordance with the provisions of Law No. 18,046, the Chilean Companies Act, the shareholders of Enersis Américas S.A. (“Enersis Américas”) are hereby called to an extraordinary shareholders’ meeting to be held on September 28, 2016, at 9:30 A.M., local time, at Enersis Stadium, located at Carlos Medina No. 858, Independencia, Santiago, Chile to vote on the following matters:

 

  1. Approve, pursuant to Title XVI of the Chilean Companies Act, the merger by absorption of Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A. (“Chilectra Américas”) into Enersis Américas as a related party transaction under the Chilean Companies Act (the “merger”), taking into consideration information relevant to the background of the merger that is available to shareholders at the principal offices of Enersis Américas and on Enersis Américas’ website www.enersisamericas.cl;

 

  2. Approve the merger, which approval will also constitute the approval of:

 

  a. The background information regarding the merger consisting of (i) the Terms and Conditions of the merger pursuant to Article 155(a) of the Chilean Companies Regulations approved by the Board of Directors; (ii) the financial statements of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016, duly audited under the Chilean auditing standards by the corresponding external audit firms; and (ii) the reports prepared by each of the independent appraisers of Enersis Américas, Endesa Américas and Chilectra Américas;

 

  b. A condition to the merger with respect to limits on the exercise of statutory merger dissenters’ withdrawal rights. The condition is that less than (i) 10% of the outstanding shares of Enersis Américas, (ii) 10% of the outstanding shares of Endesa Américas and (iii) 0.91% of the outstanding shares of Chilectra Américas exercise statutory merger dissenters’ withdrawal rights in connection with the merger; provided that no shareholder will own more than 65% of the outstanding shares of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights;

 

  c. The grant, upon the satisfaction of all conditions to the merger, of a single declaratory public deed by the representatives appointed by the Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas certifying that all conditions to the merger have been satisfied;

 

  d. An increase in the authorized capital of Enersis Américas in connection with the merger by the amount of Ch$ 1,046,470,167,544, through the issuance of 9,232,202,625 new registered shares of Enersis Américas, of the same series and without par value;

 

  e. Merger exchange ratios of 2.8 shares of Enersis Américas for each share of Endesa Américas and 4.0 shares of Enersis Américas for each share of Chilectra Américas;

 

  f. A change in the corporate name of Enersis Américas to “Enel Américas S.A.” and clarifying that it is a publicly held limited liability stock corporation;

 

  g. A change in the corporate purpose of Enersis Américas to allow related companies and affiliates of Enersis Américas to be potential recipients of services from Enersis Américas;


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  h. The amended and restated bylaws (estatutos) of Enersis Américas;

 

  i. The fact that Enersis Américas, for purposes of Chilean tax laws and in its capacity as surviving company and legal successor of Endesa Américas and Chilectra Américas, will be liable and will be required to pay all the taxes owed or that may be owed by Endesa Américas and Chilectra Américas, according to the final financial information of Endesa Américas and Chilectra Américas;

 

  j. The allocation of new shares of Enersis Américas and updating of the shareholder ledger by the Board of Directors of Enersis Américas at midnight of the day prior to the date on which the merger becomes effective;

 

  k. Any other matters that the shareholders may deem appropriate with respect to the merger and fully authorizing the Board of Directors of Enersis Américas to grant all the powers of attorney that it may deem necessary to legalize, materialize, and carry out the merger; and

 

  3. Inform the shareholders regarding any related party transactions governed by Title XVI of the Chilean Companies Act, other than the merger, that were adopted by the Board of Directors of Enersis Américas since the last ordinary shareholders’ meeting.

The foregoing proposals do not prevent the Enersis Américas shareholders at the meeting from exercising their full capacity to adopt or reject any of the foregoing or, if proposed by the chair presiding at the extraordinary shareholders’ meeting, agree to something different as long as the subject matter is included in the agenda.

Statutory Merger Dissenters’ Withdrawal Rights

(Derecho a Retiro)

In accordance with the Chilean Companies Act, and the regulations thereunder, shareholders that dissent from the merger proposal will have statutory merger dissenters’ withdrawal rights in accordance with the above referenced law, within the 30 days following the extraordinary shareholders’ meeting called by this Notice. This statutory merger dissenters’ withdrawal rights will expire on October 28, 2016. A dissenting shareholder is any shareholder who attends the meeting and votes against the resolutions adopted at the meeting, or who is not present at the meeting but who notifies the corporation in writing within 30 days of the shareholders’ meeting of his or her opposition to the merger as approved at the shareholders’ meeting.

PARTICIPATION AT THE MEETING

In accordance with applicable law, the holders of Enersis Américas shares registered in the Enersis Américas shareholders registry book at midnight (the end of the day) of the fifth Chilean business day prior to the date of the meeting, shall be entitled to participate at that meeting.


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QUALIFICATION OF POWERS OF ATTORNEY

The process for the qualification of proxies, if applicable, will be conducted on the same day as the meeting, at the place and time indicated for the commencement of each meeting. For the convenience of the shareholders, they are kindly requested to submit their powers of attorney on the date of the meeting, at least one hour before the meeting begins.

Citibank N.A., as depositary for American Depositary Shares (ADSs) of Enersis Américas, has fixed the close of business on August 31, 2016, as the record date for determination of holders of Enersis Américas ADSs entitled to notice of and to instruct the depositary how to vote at the Enersis Américas extraordinary shareholders’ meeting. Accordingly, only holders of Enersis Américas ADSs that are record holders at the close of business on that date will be entitled to notice of and to instruct the depositary how to vote at the Enersis Américas shareholders’ meeting.

The deadline for returning your voting instruction card to the depositary is 10:00 A.M. E.D.T. on September 26, 2016.

Your vote is important. Please sign, date and return your voting instruction card as soon as possible to make sure that your shares are represented at the Enersis Américas extraordinary shareholders’ meeting.

By Order of the Board of Directors,

 

LOGO

Luca D’Agnese

Chief Executive Officer

September     , 2016


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LOGO

 

ENDESA AMÉRICAS S.A.

Santa Rosa 76

Santiago, Chile

NOTICE OF EXTRAORDINARY SHAREHOLDERS’ MEETING

To be held on September 28, 2016

Upon the resolution by the Board of Directors and in accordance with the provisions of Law No. 18,046, the Chilean Companies Act, the shareholders of Endesa Américas S.A. (“Endesa Américas”) are hereby called to an extraordinary shareholders’ meeting to be held on September 28, 2016, at 2:00 P.M., local time, at Enersis Stadium, located at Carlos Medina No. 858, Independencia, Santiago, Chile to vote on the following matters:

 

  1. Approve, pursuant to Title XVI of the Chilean Companies Act, the merger by absorption of Endesa Américas and Chilectra Américas S.A. (“Chilectra Américas”) into Enersis Américas S.A. (“Enersis Américas”) as a related party transaction under the Chilean Companies Act (the “merger”), taking into consideration relevant information to the background of the merger that is available to shareholders at the principal offices of Endesa Américas and on Endesa Américas’ website www.endesaamericas.cl;

 

  2. Approve the merger, which approval will also constitute the approval of:

 

  a. The background information regarding the merger consisting of (i) the Terms and Conditions of the merger pursuant to Article 155(a) of the Chilean Companies Regulations approved by the Board of Directors; (ii) the financial statements of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016, duly audited under the Chilean auditing standards by the corresponding external audit firms; and (ii) the reports prepared by each of the independent appraisers of Enersis Américas, Endesa Américas and Chilectra Américas;

 

  b. A condition to the merger with respect to limits on the exercise of statutory merger dissenters’ withdrawal rights. The condition is that less than (i) 10% of the outstanding shares of Enersis Américas, (ii) 10% of the outstanding shares of Endesa Américas and (iii) 0.91% of the outstanding shares of Chilectra Américas exercise statutory merger dissenters’ withdrawal rights in connection with the merger; provided that no shareholder will own more than 65% of the outstanding shares of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights;

 

  c. The grant, upon the satisfaction of all conditions to the merger, of a single declaratory public deed by the representatives appointed by the Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas certifying that all conditions to the merger have been satisfied;

 

  d. An increase in the authorized capital of Enersis Américas in connection with the merger by the amount of Ch$ 1,046,470,167,544, through the issuance of 9,232,202,625 new registered shares of Enersis Américas, of the same series and without par value;

 

  e. Merger exchange ratios of 2.8 shares of Enersis Américas for each share of Endesa Américas and 4.0 shares of Enersis Américas for each share of Chilectra Américas;

 

  f. A change in the corporate name of Enersis Américas to “Enel Américas S.A.” and clarifying that it is a publicly held limited liability stock corporation;


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  g. A change in the corporate purpose of Enersis Américas in order to allow related companies and affiliates of Enersis Américas to be potential recipients of services from Enersis Americas;

 

  h. The amended and restated bylaws (estatutos) of Enersis Américas;

 

  i. The fact that Enersis Américas, for purposes of Chilean tax laws and in its capacity as surviving company and legal successor of Endesa Américas and Chilectra Américas, will be liable and will be required to pay all the taxes owed or that may be owed by Endesa Américas and Chilectra Américas, according to the final financial information of Endesa Américas and Chilectra Américas;

 

  j. The allocation of new shares of Enersis Américas and updating of the shareholder ledger by the Board of Directors of Enersis Américas at midnight of the day prior to the date on which the merger becomes effective;

 

  k. Any other matters that the shareholders may deem appropriate with respect to the merger and fully authorizing the Board of Directors of Enersis Américas to grant all the powers of attorney that it may deem necessary to legalize, materialize, and carry out the merger; and

 

  3. Inform the shareholders regarding any related party transactions governed by Title XVI of the Chilean Companies Act, other than the merger, that were adopted by the Board of Directors of Endesa Américas since the last ordinary shareholders’ meeting.

The foregoing proposals do not prevent the Endesa Américas shareholders at the meeting from exercising their full capacity to adopt or reject any of the foregoing or, if proposed by the chair presiding at the extraordinary shareholders’ meeting, agree to something different as long as the subject matter is included in the agenda.

Statutory Merger Dissenters’ Withdrawal Rights

(Derecho a Retiro)

In accordance with the Chilean Companies Act, and the regulations thereunder, shareholders that dissent from the merger proposal will have statutory merger dissenters’ withdrawal rights in accordance with the above referenced law, within the 30 days following the extraordinary shareholders’ meeting called by this Notice. This statutory merger dissenters’ withdrawal rights will expire on October 28, 2016. A dissenting shareholder is any shareholder who attends the meeting and votes against the resolutions adopted at the meeting, or who is not present at the meeting but who notifies the corporation in writing within 30 days of the shareholders’ meeting of his or her opposition to the merger as approved at the shareholders’ meeting.

As an alternative to exercising statutory merger dissenters’ withdrawal rights to receive a cash payment of the statutory merger dissenters’ withdrawal rights price of Ch$ 299.64 per Endesa Américas share, all holders of Endesa Américas shares and ADSs (other than those held by Enersis Américas) may also participate in cash tender offers by Enersis Américas to purchase all outstanding shares and ADSs of Endesa Américas (other than those held by Enersis Américas) at a purchase price of Ch$ 300 per Endesa Américas share or Ch$ 9,000 per Endesa Américas ADS. See “The Tender Offers”.

PARTICIPATION AT THE MEETING

In accordance with applicable law, the holders of Endesa Américas shares registered in the Endesa Américas shareholders registry book at midnight (the end of the day) of the fifth Chilean business day prior to the date of the meeting, shall be entitled to participate at that meeting.


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QUALIFICATION OF POWERS OF ATTORNEY

The process for the qualification of proxies, if applicable, will be conducted on the same day as the meeting, at the place and time indicated for the commencement of each meeting. For the convenience of the shareholders, they are kindly requested to submit their powers of attorney on the date of the meeting, at least one hour before the meeting begins.

Citibank N.A., as depositary for American Depositary Shares (ADSs) of Endesa Américas, has fixed the close of business on August 31, 2016, as the record date for determination of holders of Endesa Américas ADSs entitled to notice of and to instruct the depositary how to vote at the Endesa Américas extraordinary shareholders’ meeting. Accordingly, only holders of Endesa Américas ADSs that are record holders of at the close of business on that date will be entitled to notice of and to instruct the depositary how to vote at the Endesa Américas extraordinary shareholders’ meeting.

The deadline for returning your voting instruction card to the depositary is 10:00 A.M. E.D.T. on September 26, 2016.

Your vote is important. Please sign, date and return your voting instruction card as soon as possible to make sure that your shares are represented at the Endesa Américas extraordinary shareholders’ meeting.

By Order of the Board of Directors,

 

LOGO

Valter Moro

Chief Executive Officer

September     , 2016


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     Page  

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE TENDER OFFERS

     1   

WHERE YOU CAN FIND MORE INFORMATION

     12   

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     13   

PRESENTATION OF INFORMATION

     14   

Financial Information

     14   

Technical Terms

     15   

Calculation of Economic Interest

     15   

Rounding

     15   

SUMMARY

     16   

The Companies

     16   

The Reorganization

     17   

The Merger

     17   

Reasons for the Merger

     19   

Fairness of The Merger, the Tender Offers and the Statutory Merger Dissenters’ Withdrawal
Rights

     20   

Board Evaluation of the Merger

     20   

Evaluation of the Tender Offers

     21   

Evaluation of the Statutory Merger Dissenters’ Withdrawal Rights

     22   

Exchange of Shares; Treatment of Fractional Shares

     22   

Ownership of Enersis Américas After the Merger

     22   

Material U.S. Federal Income Tax Consequences of the Merger

     22   

Comparative Per Share Market Price Information

     23   

Listing of Enersis Américas Common Stock

     23   

Record Date; Vote Required

     23   

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

     24   

Security Ownership by Management of Enersis Américas and Endesa Américas

     24   

Management and Operations After the Merger

     25   

Conditions to Completion of the Merger

     25   

Regulatory Approvals

     25   

Interests of Certain Persons in the Merger That are Different from Your Interests

     26   

Accounting Treatment

     26   

Proposed Amendment to Enersis Américas’ Bylaws

     27   

Summary Historical Financial Information

     28   

Enersis Américas

     28   

Endesa Américas

     29   

Summary Pro Forma Consolidated Financial Information

     31   

Comparative Historical and Pro Forma Per Share Information

     32   

SPECIAL FACTORS

     33   

General Information Concerning the Merger

     33   

Background of the Merger

     33   

Reasons for the Merger

     53   

Enersis Américas

     53   

Endesa Américas

     54   

Our Plans for Enersis Américas Following the Merger

     54   

Tax Consequences

     55   

Material U.S. Tax Consequences

     55   

Material Chilean Tax Consequences

     55   

Material Effects of the Merger; Management and Operations after the Merger

     56   

Endesa Américas

     57   

Position of Endesa Américas as to the Fairness of the Merger

     57   

Position of Endesa Américas as to the Fairness of the Tender Offers; Recommendation

     62   

 

i


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Position of Endesa Américas as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights

     66   

Summary of Endesa Américas Directors’ Committee Report

     68   

Summary of Endesa Américas Directors’ Statements

     69   

Summary of Deutsche Bank Securities Inc.’s Fairness Opinion

     70   

Summary of Report of Independent Appraiser of Endesa Américas (Colin Becker)

     81   

Summary of Report of Independent Valuator of Endesa Américas (Santander Chile)

     88   

Summary of Report of Additional Independent Valuator of Endesa Américas (Tyndall)

     95   

Enersis Américas

     101   

Position of the Enel Filing Persons as to the Fairness of the Merger

     101   

Position of the Enel Filing Persons as to the Fairness of the Tender Offers

     104   

Position of the Enel Filing Persons as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights

     108   

Summary of Enersis Américas Directors’ Committee Report

     112   

Summary of Enersis Américas Directors’ Statements

     113   

Summary of BofA Merrill Lynch’s Fairness Opinion

     114   

Summary of Report of Independent Appraiser of Enersis Américas (Pablo D’Agliano)

     121   

Summary of Preliminary Referential Report of Prior Independent Appraiser of Enersis (Rafael Malla)

    
126
  

Summary of Report of Independent Valuator of Enersis Américas (Itaú Argentina)

     132   

Summary of Report of Additional Independent Valuator of Enersis Américas (Credicorp Capital)

     135   

Projections Summary

     142   

Interests of Certain Persons

     143   

Description of the Enel Filing Persons and Endesa Américas

     144   

Directors and Executive Officers of the Enel Filing Persons and Endesa Américas

     144   

Related Party Transactions

     144   

Source and Amounts of Funds or Other Consideration

     145   

Fees and Expenses

     149   

RISK FACTORS

     150   

Risks Related to the Merger

     150   

Risks Related to Enersis Américas’ Business Following the Merger

     153   

Risks Related to the Securities Markets

     163   

Risks Related to the Ownership of Enersis Américas Common Stock

     164   

Risks Related to Ownership of Endesa Américas Common Stock

     164   

THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF ENERSIS AMÉRICAS

     166   

General

    
166
  

Matters to be Considered at the Enersis Américas Extraordinary Shareholders’ Meeting

    
166
  

Record Date

     166   

Quorum

     166   

Votes Required and Voting by Power of Attorney or ADS Proxies

     167   

General

     167   

Votes Required

     167   

Shareholder Voting Procedures

     167   

ADS Voting Procedures

     168   

Principal Shareholder

     169   

Security Ownership by Enersis Américas Management

     169   

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

     169   

Enersis Américas Shareholders

     169   

Enersis Américas ADS Holders

     170   

THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF ENDESA AMÉRICAS

     171   

General

     171   

Matters to be Considered at the Endesa Américas Extraordinary Shareholders’ Meeting

     171   

Record Date

     171   

Quorum

     171   

Votes Required and Voting by Power of Attorney or ADS Proxies

     172   

General

     172   

 

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Votes Required

     172   

Shareholder Voting Procedures

     172   

ADS Voting Procedures

     174   

Principal Shareholder

     174   

Security Ownership by Endesa Américas and Enersis Américas Management

     174   

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

     174   

Endesa Américas Shareholders

     174   

Endesa Américas ADS Holders

     175   

THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF CHILECTRA AMÉRICAS

     177   

General

     177   

Matters to be Considered at the Chilectra Américas Extraordinary Shareholders’ Meeting

     177   

Votes Required

     177   

THE MERGER

     178   

The Parties

     178   

Enersis Américas

     178   

Endesa Américas

     178   

Chilectra Américas

     178   

Conditions to the Merger

     178   

Regulatory Approvals

     179   

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

     180   

Shareholders and ADS Holders

     180   

Accounting Treatment by Enersis Américas

     181   

Exchange of Stock Certificates by Endesa Américas Shareholders

     181   

Exchange of ADSs by Endesa Américas ADS Holders

     181   

General

     181   

No Fractional Shares

     183   

Resale of Enersis Américas ADSs

     183   

No Merger Agreement; Statutory Merger

     183   

The Merger

     187   

Effective Date and Completion of the Merger

     187   

THE TENDER OFFERS

     188   

MATERIAL UNITED STATES TAX CONSEQUENCES

     192   

Material U.S. Federal Income Tax Consequences of the Merger and the Tender Offer to U.S. Holders

     193   

U.S. Holders Who Are Withdrawing Endesa Américas and Enersis Américas Holders

     194   

U.S. Federal Income Tax Consequences of Ownership and Disposition of Enersis Américas Shares and ADSs Following the Merger

     194   

U.S. Backup Withholding Tax and Information Reporting Requirements

     196   

MATERIAL CHILEAN TAX CONSEQUENCES

     197   

Material Chilean Tax Consequences of the Merger and the Tender Offer to Foreign Holders

     198   

The Merger

     198   

Cash in Lieu of Fractional Shares

     198   

Dissenting Shareholders

     198   

The Tender Offer

     198   

Chilean Tax Consequences of Ownership of Enersis Américas Shares or ADSs by Foreign Holders

     199   

Ownership and Disposition of Enersis Américas Shares and ADSs

     199   

Taxation of Shares and ADSs

     200   

Taxation on Capital Gains

     203   

Taxation on sale or exchange of ADSs, outside of Chile

     203   

COMPARATIVE MARKET PRICE DATA

     204   

COMPARATIVE PER SHARE DATA

     205   

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

     206   

 

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INFORMATION ABOUT ENERSIS AMÉRICAS

     216   

History and Development

     216   

Principal Shareholder

     216   

Incorporation of Information by Reference

     216   

ENERSIS AMÉRICAS SELECTED FINANCIAL DATA

     217   

INFORMATION ABOUT ENDESA AMÉRICAS

     218   

History and Development of the Endesa Américas Business

     218   

Business Overview

     218   

Organizational Structure

     218   

Property, Plant and Equipment

     218   

Principal Shareholder

     218   

Legal Proceedings

     218   

Exchange Controls

     218   

Taxation

     218   

Market Prices of Common Equity of Endesa Américas

     218   

Dividends Paid by Endesa Américas

     218   

ENDESA AMÉRICAS SELECTED FINANCIAL DATA

     219   

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

     220   

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     220   

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     220   

MANAGEMENT OF ENERSIS AMÉRICAS

     221   

Directors and Officers of Enersis Américas

     221   

Directors

     221   

Executive Officers

     223   

HISTORICAL FINANCIAL STATEMENTS

     226   

Endesa Américas

     226   

COMPARISON OF RIGHTS OF HOLDERS OF ENDESA AMÉRICAS COMMON STOCK AND HOLDERS OF ENERSIS AMÉRICAS COMMON STOCK

     227   

LEGAL MATTERS

     229   

EXPERTS

     229   

ENFORCEABILITY OF CIVIL LIABILITIES

     230   

ANNEXES

    

Annex A 

  Annual Report on Form 20-F of Endesa Américas S.A. for the year ended December 31, 2015   

Annex B 

  Directors and Executive Officers of the Enel Filing Persons and Endesa Américas S.A.   

Annex C —

  Fairness Opinion of Deutsche Bank Securities Inc., Financial Advisor to Endesa Américas   

Annex D —

  Report of Colin Becker, Independent Appraiser of Endesa Américas   

Annex E —

  Opinion of Santander Chile S.A., Independent Valuator of Endesa Américas   

Annex F —

  Report of Asesorías Tyndall Limitada, Additional Independent Valuator of Endesa Américas   

Annex G —

  Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Financial Advisor to Enersis Américas   

Annex H —

  Report of Pablo D’Agliano, Independent Appraiser of Enersis Américas   

Annex I —

  Opinion of Banco Itaú Argentina, Independent Valuator of Enersis Américas   

Annex J —

  Opinion of Credicorp Capital Asesorías Financieras S.A., Additional Independent Valuator of Enersis Américas   

Annex K —

  Merger Terms and Conditions   

Annex L —

  Amended and Restated Bylaws of Enel Américas S.A.   

Annex M 

 

Unaudited Interim Consolidated Financial Statements as of June 30, 2016 of Enersis Américas

  

Annex N 

 

Unaudited Interim Consolidated Financial Statements as of June 30, 2016 of Endesa Américas

  

Annex O —

  Unaudited Pro Forma Consolidated Statement of Financial Position as of June 30, 2016 of Enersis Américas, after giving effect to the merger   

Annex P —

  Annual Report on Form 20-F of Enersis Américas S.A., as amended, for the year ended December 31, 2015   

 

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IMPORTANT NOTE REGARDING THE TENDER OFFERS

Prior to the consummation of the merger, Enersis Américas intends to conduct tender offers for all of the outstanding shares of Endesa Américas (including in the form of American Depositary Shares, or ADSs), other than shares held by Enersis Américas, at a tender offer price of Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS (each representing 30 Endesa Américas shares), or the equivalent in U.S. dollars. The tender offers are expected to launch prior to the extraordinary shareholders’ meetings to approve the merger, and the consummation of the tender offers will be contingent on, among other things, (i) the approval of the merger by the relevant shareholders at the extraordinary shareholders’ meetings pursuant to the Chilean Companies Act, (ii) less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the statutory merger dissenters’ withdrawal rights in connection with the merger, provided that no shareholder will own more than 65% of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights, and (iii) the absence of any material adverse effect on Endesa Américas and its subsidiaries. All holders of Endesa Américas shares and Endesa Américas ADSs (other than Enersis Américas) may participate in the tender offers, regardless of their vote on the merger or whether they vote at all, and will have three alternatives in connection with the merger: (i) participate in the merger and receive shares or ADSs of Enersis Américas (the surviving company after the merger), as applicable; (ii) dissent from the merger and exercise statutory merger dissenters’ withdrawal rights provided under Chilean law and receive specified formula price in cash; or (iii) tender Endesa Américas shares or Endesa Américas ADSs in the tender offers and receive the tender offer price in cash. See “The Tender Offers”.

The discussion of the tender offers in this joint information statement/prospectus is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of Endesa Américas. When the tender offers are commenced, Enersis Américas will make available the tender offer materials to the shareholders of Endesa Américas and file such materials with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with applicable U.S. federal securities laws and SEC rules. In that event, shareholders and investors are urged to read the tender offer materials because they will contain important information, including the full details of the tender offers. Shareholders and investors may obtain free copies of the tender offer materials that Enersis Américas files with the SEC at the SEC’s website at www.sec.gov and will receive information at an appropriate time on how to obtain tender offer materials for free from Enersis Américas. These documents are not currently available and their availability is subject to the commencement of the tender offers.

 

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE TENDER OFFERS

Except as otherwise specifically noted, “Enersis Américas,” as well as “we,” “our,” “us” and similar words in this joint information statement/prospectus refer to Enersis Américas S.A. and its consolidated subsidiaries. Endesa Américas S.A. is one of our consolidated subsidiaries and when we describe Enersis Américas we include Endesa Américas and its consolidated subsidiaries and Chilectra Américas and its consolidated subsidiary in that description. When we refer to “Endesa Américas” or “Endesa Américas S.A.”, we mean Endesa Américas S.A. and its consolidated subsidiaries separate from the other businesses of Enersis Américas. When we refer to “Chilectra Américas” or “Chilectra Américas S.A.”, we mean Chilectra Américas S.A. and its consolidated subsidiary separate from the other businesses of Enersis Américas. When we refer to the “surviving company”, we mean Enersis Américas as the surviving company in the merger, as described in this joint information statement/prospectus.

In this section, “Questions and Answers About the Merger and the Tender Offers,” and in the “Summary” beginning on page 16, we highlight selected information from this joint information statement/prospectus but we have not included all of the information that may be important to you. To better understand the offer and the merger and for a more complete description of their legal terms, you should read carefully this entire joint information statement/prospectus, including the annexes, as well as the documents we have incorporated by reference into this joint information statement/prospectus. See “Where You Can Find More Information”.

 

Q. Why is Enersis Américas proposing to merge with Endesa Américas and Chilectra Américas?

 

A. The merger of Enersis Américas, Endesa Américas and Chilectra Américas will combine Enersis Américas’ non-Chilean generation, transmission and distribution businesses under a single holding company to simplify the corporate structure, reduce inefficiencies, align strategic interests, set a new industrial strategy and management focus and create more liquidity for shareholders.

 

Q. Why is Endesa Américas proposing to merge with Enersis Américas and Chilectra Américas?

 

A. Endesa Américas and Chilectra Américas are already controlled by Enersis Américas and consolidated in the Enersis Américas financial statements. The merger of Enersis Américas, Endesa Américas and Chilectra Américas will eliminate the minority interests in the earnings of Endesa Américas and Chilectra Américas and is expected to provide the former minority shareholders of Endesa Américas and Chilectra Américas with more liquidity as they will become minority shareholders of the surviving company in the merger, Enersis Américas.

 

Q. Which company will survive the proposed merger?

 

A. If the merger is approved, Endesa Américas and Chilectra Américas will be merged into and with Enersis Américas and Enersis Américas will be the surviving company.

 

Q. What will be the name of the merged company if the merger is approved?

 

A. If the merger is approved, the merged company, which we also refer to as the “surviving company,” will be Enersis Américas, which will be renamed “Enel Américas S.A.,” and Endesa Américas S.A. and Chilectra Américas S.A. will no longer exist as separate entities.

 

Q. What will Enersis Américas shareholders and holders of Enersis Américas American Depositary Shares (“ADSs”) receive in the merger?

 

A. Each Enersis Américas share you own and each Enersis Américas ADS you own will remain outstanding and unaffected by the merger.

 

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Q. What will Endesa Américas shareholders and holders of Endesa Américas ADSs receive in the merger?

 

A. For each Endesa Américas share you own, you will receive 2.8 Enersis Américas shares, except that Enersis Américas will not issue fractional shares. At the time of the exchange you will receive the number of whole Enersis Américas shares you are entitled to, based on the merger exchange ratio, and cash in lieu of a fractional share. For each Endesa Américas ADS you own, you will receive 1.68 Enersis Américas ADSs, except that Enersis Américas will not issue fractional ADSs. At the time of the exchange you will receive the number of whole Enersis Américas ADSs you are entitled to based on the exchange ratio, and cash in lieu of a fractional ADS. When those shares and ADSs are issued to you, they will be shares and ADSs of the merged company, which will be renamed Enel Américas S.A.

 

Q. What are Enersis Américas ADSs?

 

A. An Enersis Américas ADS is an American depositary share which represents 50 shares of Enersis Américas common stock. The Enersis Américas ADSs will be issued under the terms of a deposit agreement to allow U.S. shareholders to more easily hold and trade interests in Enersis Américas after the merger. Citibank, N.A. is the depositary for the Enersis Américas ADSs and will issue the Enersis Américas ADSs to you and hold the Enersis Américas shares represented by the Enersis Américas ADSs on your behalf in a safekeeping account in Chile. ADSs are evidenced by American depositary receipts (“ADRs”). ADRs are like stock certificates which evidence shares represented by ADSs.

 

Q. Are Enersis Américas shares traded on any stock exchange?

 

A. Yes. Enersis Américas shares are traded under the symbol “ENERSIS-AM” on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Chilean Electronic Stock Exchange (collectively, the “Chilean Stock Exchanges”).

 

Q. Are Enersis Américas ADSs traded on any stock exchange?

 

A. Yes. Enersis Américas ADSs are listed and traded on the New York Stock Exchange under the symbol “ENIA”.

 

Q. How do I vote my Enersis Américas shares and ADSs?

 

A. Enersis Américas shareholders.

If you hold common shares as a registered shareholder of Enersis Américas, you must vote your shares at the extraordinary meeting of Enersis Américas shareholders. You may vote your shares at the extraordinary meeting of Enersis Américas shareholders either by attending the meeting in person or by granting a Chilean power of attorney to an attorney-in-fact who must attend the meeting in person and vote your shares on your behalf.

Enersis Américas ADS holders.

If you hold Enersis Américas ADSs, Citibank, as depositary for the Enersis Américas ADSs, will transmit to you the notice of the Enersis Américas meeting together with this document and an ADS voting instruction card. You may instruct the depositary to vote the shares of Enersis Américas common stock represented by your Enersis Américas ADSs at the extraordinary meeting of Enersis Américas shareholders.

Note that under Chilean law, Enersis Américas shareholders at the Enersis Américas extraordinary shareholders’ meeting may adopt or reject certain of the matters described on the ADS voting instruction card or, if proposed by the chair presiding at the extraordinary shareholders’ meeting, agree to something

 

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different as long as the matter is included in the agenda for the extraordinary shareholders’ meeting. Any Enersis Américas ADS holder who wishes to exercise share voting rights (as opposed to ADS voting rights) at the extraordinary shareholders’ meeting must cancel such holder’s Enersis Américas ADSs and become a registered shareholder of Enersis Américas not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the Enersis Américas extraordinary shareholders’ meeting) and either attend the meeting in person or grant a Chilean power of attorney to an attorney-in-fact who must attend the meeting in person and vote their shares on their behalf.

Note that if the proposal to be voted on as described on the ADS voting instruction card is modified at the extraordinary shareholders’ meeting, the depositary will not vote your shares underlying your ADSs on that matter and will treat your vote as an uninstructed vote. If you do not return a properly executed ADS voting instruction card, the depositary may give a discretionary proxy to vote the shares underlying your Enersis Américas ADSs to the Chairman of the Board of Directors of Enersis Américas and you will be counted as present for quorum purposes. If such a discretionary proxy is granted to the Chairman of the Board, Enersis Américas intends to vote these shares in favor of the merger-related proposals. See “What will happen if I abstain from voting or fail to vote?”

 

Q. How do I vote my Endesa Américas shares and ADSs?

 

A. Endesa Américas shareholders.

If you hold common shares as a registered shareholder of Endesa Américas, you must vote your shares at the extraordinary meeting of Endesa Américas shareholders. You may vote your shares at the extraordinary meeting of Endesa Américas shareholders either by attending the meeting in person or by granting a Chilean power of attorney to an attorney-in-fact who must attend the meeting in person and vote your shares on your behalf.

Endesa Américas ADS holders.

If you hold Endesa Américas ADSs, Citibank, as depositary for the Endesa Américas ADSs, will transmit to you the notice of the Endesa Américas meeting together with this document and an ADS voting instruction card. You may instruct the depositary to vote the shares of Endesa Américas common stock represented by your Endesa Américas ADSs at the extraordinary meeting of Endesa Américas shareholders.

Note that under Chilean law, Endesa Américas shareholders at the Endesa Américas extraordinary shareholders’ meeting may adopt or reject certain of the matters described on the ADS voting instruction card or, if proposed by the chair presiding at the extraordinary shareholders’ meeting, agree to something different as long as the matter is included in the agenda for the extraordinary shareholders’ meeting. Any Endesa Américas ADS holder who wishes to exercise share voting rights (as opposed to ADS voting rights) at the extraordinary shareholders’ meeting must cancel such holder’s Endesa Américas ADSs and become a registered shareholder of Endesa Américas not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the Endesa Américas extraordinary shareholders’ meeting) and either attend the meeting in person or grant a Chilean power of attorney to an attorney-in-fact who must attend the meeting in person and vote their shares on their behalf.

Note that if the proposal to be voted on as described on the ADS voting instruction card is modified at the extraordinary shareholders’ meeting, the depositary will not vote your shares underlying your ADSs on that matter and will treat your vote as an uninstructed vote. If you do not return a properly executed ADS voting instruction card, the depositary may give a discretionary proxy to vote the shares underlying your Enersis Américas ADSs to the Chairman of the Board of Directors of Endesa Américas and you will be counted as present for quorum purposes. If such a discretionary proxy is granted to the Chairman of the Board, Endesa Américas intends to vote these shares in favor of the merger-related proposals. See “What will happen if I abstain from voting or fail to vote?”

 

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Q. May I change my vote?

 

A. Enersis Américas shareholders and ADS holders.

Yes. If you hold Enersis Américas common shares, you may change your vote by delivering a later-dated signed written notice of revocation of power of attorney before the extraordinary meeting of Enersis Américas shareholders. If you hold Enersis Américas ADSs, you may change your vote by delivering a later-dated signed ADS voting instruction card to the depositary by the voting instruction cut-off date established by the depositary, September 26, 2016 (two business days before the extraordinary meeting of Enersis Américas shareholders).

Endesa Américas shareholders and ADS holders.

Yes. If you hold Endesa Américas common shares, you may change your vote by delivering a later-dated signed written notice of revocation of power of attorney before the extraordinary meeting of Endesa Américas shareholders. If you hold Endesa Américas ADSs, you may change your vote by delivering a later-dated signed ADS voting instruction card to the depositary by the voting instruction cut-off date established by the depositary, September 26, 2016 (two business days before the extraordinary meeting of Endesa Américas shareholders).

 

Q. What will happen if I abstain from voting or fail to vote?

 

A. In order for the merger to be approved by Enersis Américas and Endesa Américas shareholders at their respective extraordinary meetings, two-thirds of the shares issued and outstanding as of the record date must be voted in favor of the merger. This means that if you hold common shares as a registered shareholder and you abstain from voting or fail to vote your shares, your abstention or failure to vote will have the same effect as a vote against the merger for purposes of approval. An abstention will not constitute a dissent for purposes of exercising statutory merger dissenters’ withdrawal rights (derecho a retiro). See “Do I have appraisal rights?”

However, if you hold ADSs and you do not provide voting instructions to the depositary, then under the respective ADS deposit agreements you will be deemed to have instructed the depository to provide the Chairman of the Board of Enersis Américas or Endesa Américas, as the case may be, a discretionary proxy to vote your shares in such person’s sole discretion, unless (i) the Chairman of the Board of Directors of Enersis Américas or Endesa Américas, as the case may be, directs the depositary not to give such a proxy, (ii) substantial opposition exists by the ADS holders or (iii) the matters to be voted on materially and adversely affect the rights of ADS holders. If the depositary grants such a proxy to the Chairman of the Board of Enersis Américas or Endesa Américas, as the case may be, all of the shares of Enersis Américas common stock represented by your Enersis Américas ADSs will be voted in accordance with Enersis Américas’ instructions and all of the shares of Endesa Américas common stock represented by your Endesa Américas ADSs will be voted in accordance with Endesa Américas’ instructions. Enersis Américas and Endesa Américas intend to vote all of these shares in favor of the merger-related proposals at their respective extraordinary meetings of shareholders.

 

Q. Should I send in my Endesa Américas share certificates or ADRs now?

 

A. Enersis Américas shareholders and ADS holders.

No. Enersis Américas shareholders and ADS holders will not need to do anything with their share certificates or ADRs.

Endesa Américas shareholders and ADS holders.

No. You should not submit your Endesa Américas share certificates or Endesa Américas ADRs at this time. If the merger is approved, the completion of the merger and the exchange of shares will still be subject to the conditions described in this joint information statement/prospectus. Promptly after the conditions have

 

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been met, Enersis Américas will publish a notice in a Chilean newspaper instructing registered shareholders when the exchange of shares will occur and how they may exchange Endesa Américas share certificates for share certificates of the merged company. Under Chilean law, each shareholder of Endesa Américas will be deemed by law to be an Enersis Américas shareholder at the time the merger is declared effective and the distribution and exchange of the shares of Endesa Américas for the shares of Enersis Américas takes place at the exchange ratio of 2.8 shares of Enersis Américas for each Endesa Américas share.

If you hold Endesa Américas ADSs, then promptly after Enersis Américas publishes the notice announcing the date of the exchange of shares, you will receive a transmittal form with instructions for exchanging your Endesa Américas ADSs for Enersis Américas ADSs. When the exchange of shares occurs, all Endesa Américas ADSs will be exchanged for the newly issued Enersis Américas ADSs and any Endesa Américas ADSs that are not exchanged as instructed in the transmittal form, and which remain outstanding after the exchange of shares, will represent only the right to receive upon exchange the number of Enersis Américas ADSs determined in accordance with the Endesa Américas merger exchange ratio, plus any cash in lieu of fractional shares and any distributions paid by Enersis Américas after that exchange of shares. Please do not send in your ADSs with your ADS voting instruction card.

 

Q. Are there any conditions to the merger?

 

A. Yes, the merger will only be consummated if:

 

    holders of two-thirds of the outstanding voting shares of each of Endesa Américas, Chilectra Américas and Enersis Américas approve the merger as a related party transaction and the merger proposal;

 

    less than (i) 10% of the outstanding shares of Enersis Américas, (ii) 10% of the outstanding shares of Endesa Américas and (iii) 0.91% of the outstanding shares of Chilectra Américas exercise statutory merger dissenters’ withdrawal rights in connection with the merger; provided that no shareholder will own more than 65% of the outstanding shares of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights; and

 

    Enersis Américas obtains all Chilean registrations and approvals which are preconditions to the issuance and listing by Enersis Américas of the shares to be exchanged for shares of Endesa Américas and Chilectra Américas in the merger.

 

     If one or more of the events described in clauses (i), (ii) or (iii) of the second bullet above occurs within 60 days of the date of the respective shareholders’ meetings that approve the merger, the shareholders of each of the merging companies may agree at a subsequent shareholders’ meeting to waive the condition such that the merger will take effect, subject to compliance with all applicable Chilean and U.S. laws. Holders of two-thirds of the outstanding shares of each of Endesa Américas, Chilectra Américas and Enersis Américas would be required to waive the condition. There can be no assurance that any shareholders’ meeting would be summoned for such purpose.

 

     You should be aware that:

 

    the controlling shareholder of Enersis Américas owns 60.6% of the shares of Enersis Américas and intends to vote all such shares in favor of the merger-related proposals;

 

    Enersis Américas owns 59.98% of the shares of Endesa Américas and intends to vote all such shares in favor of the merger-related proposals; and

 

    Enersis Américas owns 99.1% of the shares of Chilectra Américas and intends to vote all such shares in favor of the merger-related proposals.

 

Q. When do you expect the merger to be completed?

 

A.

If the merger is approved by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas, Enersis Américas must complete or obtain various registrations and approvals which are required before Enersis Américas can issue and list for trading the shares which will be exchanged for

 

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  shares of Endesa Américas and Chilectra Américas. In Chile, this process normally takes between 45 and 90 calendar days after the date of the last shareholders’ meetings of Endesa Américas, Enersis Américas and Chilectra Américas, as applicable, at which the merger was approved. We expect to complete the merger on or before December 1, 2016. However, because we cannot predict the exact amount of time that will be required to complete or obtain the various registrations and approvals, we cannot predict the exact time at which the merger will be completed.

 

Q. Is the merger taxable for U.S. Federal Income Tax purposes?

 

A. The merger should be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of U.S. Internal Revenue Code of 1986, as amended. Accordingly, a U.S. Holder (as defined below) of Endesa Américas shares (or ADSs) generally should not recognize any gain or loss on the exchange of Endesa Américas shares (or ADSs) for Enersis Américas shares (or ADSs), other than with respect to cash received in lieu of fractional shares (ADSs).

See “Material United States Tax Consequences—Material U.S. Federal Income Tax Consequences of the Merger and the Tender Offer to U.S. Holders,” for a more complete discussion of the U.S. federal income tax consequences of the merger.

 

Q: Do I have appraisal rights?

 

A: No. Under the Chilean Companies Act, Enersis Américas, Endesa Américas and Chilectra Américas shareholders who elect to dissent from approval of the merger will not have dissenters, appraisal or similar rights. However, Enersis Américas, Endesa Américas and Chilectra Américas shareholders who (i) vote against the approval of the merger at the applicable shareholders’ meeting, or (ii) do not participate in the respective shareholders’ meetings, will be eligible to exercise statutory merger dissenters’ withdrawal rights under Chilean law. Statutory merger dissenters’ withdrawal rights must be exercised by providing the required notice of withdrawal to the applicable company. Upon the proper exercise of statutory merger dissenters’ withdrawal rights, shareholders will have the right to receive a cash payment from Enersis Américas, Endesa Américas or Chilectra Américas, as the case may be.

Enersis Américas and Endesa Américas shares have a liquid trading market on the Chilean Stock Exchanges. Therefore, shareholders of Enersis Américas and Endesa Américas who exercise statutory merger dissenters’ withdrawal rights will receive a cash payment equivalent to the weighted average of the closing prices for Enersis Américas or Endesa Américas shares, as the case may be, as reported on the Chilean Stock Exchanges during the 60-trading day period preceding the 30th trading day prior to the date on which the merger is approved. In the case of Chilectra Américas, shareholders who exercise statutory merger dissenters’ withdrawal rights will receive the book value of their shares due to the absence of a liquid market for Chilectra Américas shares.

Enersis Américas ADS holders and Endesa Américas ADS holders respectively own beneficial interests in Enersis Américas and Endesa Américas shares that are held by the custodian bank for Enersis Américas’ ADS program and Endesa Américas’ ADS program, as the case may be, and such ADS holders are not listed as shareholders on the share registry of either Enersis Américas or Endesa Américas. Therefore, any Enersis Américas ADS holder or Endesa Américas ADS holder who wishes to exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel his or her ADSs and become a registered shareholder of Enersis Américas or Endesa Américas, as applicable, not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the extraordinary shareholders’ meetings of both Enersis Américas and Endesa Américas) and either (i) vote against the merger or (ii) not participate in the extraordinary shareholders’ meeting and, in either case, exercise the statutory merger dissenters’ withdrawal rights during the 30 day period following the extraordinary shareholders’ meeting. See “The Merger—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights”.

 

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Enersis Américas ADS holders and Endesa Américas ADS holders that do not cancel their ADSs and become record shareholders of Enersis Américas or Endesa Américas, as applicable, on or before September 22, 2016 will not have the right to dissent from the merger under Chilean law for purposes of exercising statutory merger dissenters’ withdrawal rights. In the event the merger is not consummated, neither Enersis Américas nor Endesa Américas will purchase shares from the shareholders exercising statutory merger dissenters’ withdrawal rights. Therefore, if the merger is not consummated, Enersis Américas ADS holders and Endesa Américas ADS holders who cancelled their ADSs to become shareholders of record of Enersis Américas and Endesa Américas, as applicable, will continue to be shareholders and may incur additional fees in order to redeposit their shares into the applicable ADS program. If you wish to dissent from the proposed merger and exercise your statutory merger dissenters’ withdrawal rights, we urge you to contact your broker, dealer, bank or nominee and follow their instructions as to how you must instruct them to cancel your ADSs.

All holders of Endesa Américas shares and Endesa Américas ADSs (other than Enersis Américas) may also participate in the tender offer by Enersis Américas and receive cash regardless of their vote on the merger or whether they vote at all. The exercise of statutory merger dissenters’ withdrawal rights by shareholders will not in any way limit the right of non-exercising shareholders to tender their shares and ADSs in the tender offer. As a result, holders of Endesa Américas shares and Endesa Américas ADSs will have three alternatives in connection with the merger: (i) participate in the merger and receive shares or ADSs of the Enersis Américas (the surviving company after the merger), as applicable; (ii) dissent from the merger and exercise statutory merger dissenters’ withdrawal rights provided under Chilean law and receive a specified formula price in cash; or (iii) tender Endesa Américas shares or Endesa Américas ADSs in the tender offer and receive the tender offer price in cash. See “The Tender Offers”.

 

Q. Are the merger, tender offers and the statutory merger dissenters’ withdrawal rights fair to the unaffiliated shareholders of Endesa Américas?

 

A. Unaffiliated shareholders of Endesa Américas may participate in the merger, participate in the tender offers, or exercise statutory merger dissenters’ withdrawal rights. Each of Endesa Américas and the Enel Filing Persons (as defined below) believes that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. They believe that each of the tender offers and the statutory merger dissenters’ withdrawal rights is procedurally fair but, by itself and not in the context of providing an ancillary cash alternative to the merger, is not substantively fair to the unaffiliated shareholders of Endesa Américas because it is uneconomic relative to the current market prices of Endesa Américas shares and ADSs and the implied merger price. Notwithstanding the foregoing, each of Endesa Américas and the Enel Filing Persons believes that the tender offer and the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which they believe is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas.

The Merger

Endesa Américas

The Board of Directors of Endesa Américas unanimously determined that the merger is in the best interests of Endesa Américas and its shareholders and believes that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Endesa Américas—Position of Endesa Américas as to the Fairness of the Merger”.

The Enel Filing Persons

Enersis Américas and Enel, Enel Iberoamérica, S.R.L., and Enel Latinoamérica, S.A. (collectively, the “Enel Entities” and together with Enersis Américas, the “Enel Filing Persons”) believe that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Merger”.

 

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The Tender Offers

Endesa Américas

The Board of Directors of Endesa Américas believes that making the tender offers available to the unaffiliated shareholders of Endesa Américas is procedurally fair, but that based on the current prices of Endesa Américas shares and ADSs, the statutory merger dissenters’ withdrawal rights price and the implied merger price, the tender offer price of Ch$ 300 per Endesa Américas share is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Endesa Américas believes that the tender offers are ancillary to the merger transaction, and should be viewed in the context of the merger, which Endesa Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Endesa Américas—Position of Endesa Américas as to the Fairness of the Tender Offers; Recommendation”.

The Enel Filing Persons

The Enel Filing Persons believe that making the tender offers available to the unaffiliated shareholders of Endesa Américas is procedurally fair, but the tender offer price of Ch$ 300 per Endesa Américas share is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, the Enel Filing Persons believe that the tender offers are ancillary to the merger transaction, and should be viewed in the context of the merger, which the Enel Filing Persons believe is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Tender Offers”.

The Statutory Merger Dissenters’ Withdrawal Rights

Endesa Américas

The Board of Directors of Endesa Américas believes that the availability of the statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, but based on the current prices of Endesa Américas shares and ADSs and the implied merger price, the statutory merger dissenters’ withdrawal rights price of Ch$ 299.64 per Endesa Américas share is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Endesa Américas believes that the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which Endesa Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Endesa Américas—Position of Endesa Américas as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights”.

The Enel Filing Persons

The Enel Filing Persons believe that the availability of the statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, but that the statutory merger dissenters’ withdrawal rights price of Ch$ 299.64 per Endesa Américas share is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, the Enel Filing Persons believe that the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which the Enel Filing Persons believe is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights”.

 

Q. What are the material terms and conditions of the tender offers?

 

A.

Enersis Américas intends to conduct a tender offer to purchase any and all of the outstanding shares held by individuals not resident in the United States, other than shares owned by Enersis Américas, for Ch$ 300 per Endesa Américas share (the “Chilean Offer”). Concurrently, Enersis Américas intends to conduct a tender

 

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  offer for any and all of the outstanding shares of Endesa Américas held by individuals resident in the United States and any and all of the outstanding ADSs of Endesa Américas, except to the extent such outstanding shares are currently owned by Enersis Américas, for Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS (the “U.S. Offer”), or the equivalent in U.S. dollars, which will be calculated based on the weighted average exchange rate actually obtained for conversion of such amounts on the trading day prior to the date of payment. For illustrative purposes only, based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amounts would be US$ 0.45 and US$ 13.44, respectively.

The consummation of the U.S. Offer and the Chilean Offer is expected to be subject to the following conditions:

 

    the approval of the merger of Endesa Américas and Chilectra Américas into Enersis Américas by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas at separate extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas;

 

    less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the statutory merger dissenters’ withdrawal rights in connection with the Merger, provided that no shareholder will own more than 65% of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights; and

 

    The absence of any Material Adverse Effect (as defined below).

“Material Adverse Effect” means any change, effect or occurrence that, individually or in the aggregate, has a material adverse effect on the business, results of operations or financial condition of Endesa Américas and its subsidiaries, taken as a whole; provided that for purposes of determining a Material Adverse Effect, any changes, effects or occurrences originating or attributable to any of the following causes, individually or in the aggregate, will not be taken into account: (i) any change in the general economic conditions in Chile, or of its financial markets, unless the respective change, effect or occurrence disproportionately affects Endesa Américas; (ii) any change or condition that affects the market for the generation, distribution, transmission, transformation and/or sale of electrical energy in Chile, unless the respective change or condition disproportionately affects Endesa Américas; (iii) any change in the applicable accounting standards or any adoption, proposal, implementation or change in legal rules or regulations for Endesa Américas or of the official interpretation of the same (including in tax matters); (iv) the commencement or escalation of war hostilities or any act of terrorism or civil disturbances in or involving Chile, unless the change, effect or occurrence disproportionately affects Endesa Américas; (v) the worsening of global conditions or conditions in Chile, in terms of the economy, business, regulatory, politics, market conditions, or the decline of the stock market in the U.S., Chile, Europe, or other countries, or in the shares of Enel, or of Endesa Américas, or in the global or local financial or capital markets, or the worsening of the cost of credit or access to loans, in general terms, of Enersis Américas, unless the change, effect or occurrence disproportionately affects Endesa Américas; (vi) the elimination of the euro or the discontinuation of the euro by the countries that currently use the euro as their official currency; (vii) any change resulting or arising from hurricanes, earthquakes, floods, other natural disasters or force majeure, unless such change, effect or occurrence disproportionately affects Endesa Américas; or (viii) if Endesa Américas does not achieve any of its internal or public projections, guidance or estimates of performance, revenues or profits. For purposes of this definition the word “disproportionately” means with respect to clauses (i), (ii), (iv), (v) and (vii): (a) that the profits on a monthly basis, for the three consecutive calendar months beginning with the month in which the respective event occurs, has been negatively affected in an amount that is equivalent to 100% of the monthly average of the profits calculated during the period of 12 months prior to the month in which the event occurs; (b) that the negative impact on the monthly profit during the three month period referenced in (a) above would be a direct consequence of the occurrence of one of such events; and (c) that the same event has negatively impacted Endesa Américas in an amount at least two times more than the two main competitors of Endesa Américas in the Chilean market.

 

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Q. How does the proposed tender offer price compare to the statutory merger dissenters’ withdrawal rights price?

 

A. The proposed tender offer price of Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS (each representing 30 Endesa Américas shares) is below the amount payable upon valid exercise of statutory merger dissenters’ withdrawal rights by an Endesa Américas shareholder, which amount is Ch$ 299.64 per Endesa Américas share. In the U.S. Offer, the tender offer price will be paid in U.S. dollars calculated based on the weighted average exchange rate actually obtained for conversion of such amounts on the trading day prior to the date of payment. The statutory merger dissenters’ withdrawal rights price will be paid in Chilean pesos only. For illustrative purposes only, based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amount for the proposed tender offer price would be US$ 0.45 and US$ 13.44, respectively, and the statutory merger dissenters’ withdrawal rights price would be US$ 0.45.

 

Q. What is the timing of the tender offers?

 

A. The tender offers are expected to be launched during mid-September 2016. Under Chilean law, the initial offering period of a tender offer may not exceed 30 calendar days. The Chilean Offer may then be extended one time for a period of between 5 to 15 calendar days. Thus, the maximum time period that the Chilean Offer can remain open is 45 calendar days. Enersis Américas will exercise its right to extend the Chilean Offer so that the Chilean Offer offering period, as extended, coincides with the offering period in the U.S. Offer. Under U.S. tender offer regulations, a tender offer must remain open for at least 20 business days, but there is no maximum time limit. Under some circumstances (such as a change in the price offered per share or other material change in the terms of the U.S. Offer), U.S. tender offer regulations may require an extension of the expiration date of the U.S. Offer to a date later than such 45th day. The Chilean Offer will initially expire after 30 days; however, Enersis Américas will extend such period for up to an additional 15 days, in accordance with Chilean law, to coincide with the expiration of the initial U.S. Offer period. Additionally, under the U.S. Offer, your right to withdraw tendered shares or ADSs of Endesa Américas will be suspended upon the U.S. Offer’s expiration and such right terminates upon prompt payment for your tender of shares or ADSs of Endesa Américas. If payment is not prompt, the right to withdraw tendered shares or ADSs will be reinstated. Under the Chilean Offer, the withdrawal right of tendering holders is suspended upon the Chilean Offer’s expiration and such right terminates if Enersis Américas publishes a notice of results of the Chilean Offer in accordance with Chilean law within three (3) calendar days following the Chilean Offer’s expiration. Finally, while Enersis Américas intends to make the offer periods for the U.S. Offer and the Chilean Offer, as extended, the same, it is possible that, due to requirements of applicable law or market practice, holders of shares of Endesa Américas tendering in the Chilean Offer will be paid either before or after holders tendering shares and/or ADSs of Endesa Américas in the U.S. Offer, although the price paid per share will be the same.

 

Q. Who can help answer my questions?

 

A. Enersis Américas shareholders.

Enersis Américas S.A.

Attention: Investor Relations

Santa Rosa 76, 15th floor

Santiago, Chile

E-mail: ir.enersis@enel.com

Telephone: +56 2 2353-4400

 

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Enersis Américas ADS holders

Georgeson Inc.

Attention: Giulia Matteo Sézille, Lorenzo Casale, Monica Cempella

Via Emilia 68

00187 Rome, Italy

E-mail: proxy@georgeson.com

Telephone: +39 06 42 171 777

Telephone (U.S.): +1 888-666-2580

Endesa Américas shareholders

Endesa Américas S.A.

Attention: Investor Relations

Santa Rosa 76, 15th floor

Santiago, Chile

E-mail: ir.endesacl@enel.com

Telephone: +56 2 2630-9000

Endesa Américas ADS holders

Georgeson Inc.

Attention: Giulia Matteo Sézille, Lorenzo Casale, Monica Cempella

Via Emilia 68

00187 Rome, Italy

E-mail: proxy@georgeson.com

Telephone: +39 06 42 171 777

Telephone (U.S.): +1 888-666-2580

 

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WHERE YOU CAN FIND MORE INFORMATION

Enersis Américas and Endesa Américas file annual and current reports and other information with the U.S. Securities and Exchange Commission (the “SEC”) and these filings are available to the public from the SEC’s web site at www.sec.gov. You may also read and copy any document filed by the companies at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of any document filed by the companies at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Information about Enersis Américas and Endesa Américas, including their SEC filings, is also available on their respective websites at www.enersisamericas.cl and www.endesaamericas.cl. Each of Enersis Americas and Endesa Americas is an issuer in Chile of securities registered with the SVS. Shares of their common stock are traded on the Chilean Stock Exchanges under the symbols “ENERSIS-AM” and “ENDESA-AM”, respectively. Accordingly, each of Enersis Americas and Endesa Americas is currently required to file quarterly and annual reports and issue hechos esenciales o relevantes (notices of essential or significant events) to the SVS, and provide copies of such reports and notices to the Chilean Stock Exchanges. All such reports are in Spanish and available at www.enersisamericas.cl and www.endesaamericas.cl, as applicable, and also at www.svs.cl. English translations of such reports and notices are also furnished to the SEC (www.sec.gov) on Forms 6-K promptly following an SVS filing. Unless otherwise specifically designated as incorporated, these Forms 6-K furnished to the SEC are not incorporated by reference in accordance with SEC rules. Except as otherwise specifically provided, information contained on and linked from the websites of Enersis Américas and Endesa Américas or the SVS website is not incorporated by reference into this joint information statement/prospectus.

 

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Enersis Américas is “incorporating by reference” in this joint information statement/prospectus specified documents that it files with the SEC, which means:

 

    incorporated documents are considered part of this joint information statement/prospectus;

 

    Enersis Américas is disclosing important information to you by referring you to those documents; and

 

    information contained in documents that Enersis Américas files in the future with the SEC automatically will update and supersede earlier information contained in or incorporated by reference in this joint information statement/prospectus (any information so updated or superseded will not constitute a part of this joint information statement/prospectus, except as so updated or superseded).

Enersis Américas incorporates by reference in this joint information statement/prospectus the documents listed below and any future Annual Reports on Form 20-F and any future Reports on Form 6-K (to the extent designated in the Form 6-K as being filed and incorporated by reference in this joint information statement/prospectus) that it files with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this joint information statement/prospectus and prior to the termination of the offering under this joint information statement/prospectus:

 

    The Annual Report on Form 20-F for the year ended December 31, 2015 of Enersis Américas, as amended by Amendment No. 1 on Form 20-F/A filed on September 6, 2016 and Amendment No. 2 on Form 20-F/A filed on September 8, 2016 (collectively, the “Enersis Américas Form 20-F”); and

 

    The Registration Statement on Form 20-F of Enersis Américas, initially filed on October 15, 1993, as amended (File No. 001-12440).

Copies of certain documents incorporated by reference as of the date of this joint information statement/prospectus may be attached as annexes to this joint information statement/prospectus.

Except for any Reports on Form 6-K specifically listed or described above, Enersis Américas is not incorporating any document or information furnished and not filed in accordance with SEC rules.

In accordance with Chilean laws and regulations, documents, reports and other information relating to the Reorganization have been made publicly available to the shareholders of Enersis Américas on the Enersis Américas’ website at www.enersisamericas.cl under the heading “Corporate Reorganization.” Except as otherwise specifically provided, information contained on and linked from the company’s website is not incorporated by reference into this joint information statement/prospectus.

You may have been sent some of the documents incorporated by reference, but you can obtain any of them from Enersis Américas, Endesa Américas or the SEC. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference in this document. Shareholders may obtain documents incorporated by reference into this document by requesting them in writing, by telephone or by e-mail from the appropriate company at the following addresses:

 

Enersis Américas

  

Endesa Américas

Enersis Américas S.A.    Endesa Américas S.A.
Attention: Investor Relations    Attention: Investor Relations

Santa Rosa 76, 15th floor

Santiago, Chile

  

Santa Rosa 76, 15th floor

Santiago, Chile

E-mail: ir.enersis@enel.com    E-mail: ir.endesacl@enel.com
Telephone: +56 2 2353-4400    Telephone: +56 2 2630-9000

If you would like to request any documents, please do so by 10:00 A.M. E.D.T. on September 26, 2016 in order to receive them before the extraordinary shareholders’ meetings.

 

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PRESENTATION OF INFORMATION

Financial Information

In this joint information statement/prospectus, unless otherwise specified, references to “U.S. dollars,” “USD” or “US$,” are to dollars of the United States of America; references to “pesos,” “CLP” or “Ch$” are to Chilean pesos, the legal currency of Chile; references to “Ar$” or “Argentine pesos” are to the legal currency of Argentina; references to “R$,” or “reais” are to Brazilian reais, the legal currency of Brazil; references to “soles” are to Peruvian Soles, the legal currency of Peru; references to “CPs” or “Colombian pesos” are to the legal currency of Colombia; references to “€” or “Euros” are to the legal currency of the European Union; and references to “UF” are to Development Units (Unidades de Fomento). The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is adjusted daily to reflect changes in the official Consumer Price Index (“CPI”) of the Chilean National Institute of Statistics (Instituto Nacional de Estadísticas or “INE”). The UF is adjusted in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed in order to reflect a proportionate amount of the change in the Chilean CPI during the prior calendar month. As of June 30, 2016, one UF was equivalent to Ch$ 26,052.07. The U.S. dollar equivalent of one UF was US$ 39.39 on June 30, 2016, using the Observed Exchange Rate reported by the Central Bank of Chile (Banco Central de Chile) as of such date of Ch$ 661.37 per US$ 1.00. The U.S. dollar observed exchange rate (dólar observado) (the “Observed Exchange Rate”), which is reported by the Central Bank of Chile and published daily on its webpage, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. The Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to maintain the Observed Exchange Rate within a desired range.

As of September 6, 2016, one UF was equivalent to Ch$ 26,219.23. The U.S. dollar equivalent of one UF was US$ 39.16 on September 6, 2016, using the Observed Exchange Rate reported by the Central Bank of Chile as of such date of Ch$ 669.49 per US$ 1.00.

The consolidated financial statements and combined financial statements, and, unless otherwise indicated, other financial information concerning Enersis Américas and Endesa Américas included or incorporated by reference in this joint information statement/prospectus are presented in Chilean pesos. Enersis Américas and Endesa Américas have prepared their consolidated and combined financial statements, respectively, in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

All of Enersis Américas’ subsidiaries are integrated and all their assets, liabilities, income, expenses and cash flows are included in the consolidated financial statements after making the adjustments and eliminations related to intra-group transactions. Affiliates are investments in associates and joint ventures that are recorded in our consolidated financial statements using the equity method. For detailed information regarding consolidated entities, affiliates, jointly-controlled entities and associated companies, see Appendices 1, 2 and 3 to the Enersis Américas consolidated financial statements.

All of Endesa Américas’ combined entities are combined and all their assets, liabilities, income, expenses and cash flows are included in the combined financial statements after making the adjustments and eliminations related to intra-group transactions. References in this joint information statement/prospectus to combined entities refer to entities that are controlled, either directly or indirectly, by Endesa Américas. Control is achieved when Endesa Américas (i) has power over the entity, (ii) is exposed, or has rights, to variable returns from its involvement with the entity and (iii) has the ability to use its power to effect its returns. Endesa Américas has power over its combined entities when it holds the majority of the substantive voting rights or, when it has less than a majority of the voting rights, and those rights are sufficient to give it the practical ability to direct the relevant activities of the entity unilaterally.

For the convenience of the reader, this joint information statement/prospectus contains translations of certain Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar

 

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equivalent for information in Chilean pesos is based on the Observed Exchange Rate for December 31, 2015, which was Ch$ 710.16 per US$ 1.00. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. No representation is made that the Chilean peso or U.S. dollar amounts shown in this joint information statement/prospectus could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at such rate or at any other rate.

Technical Terms

References to “TW” are to terawatts; references to “GW” and “GWh” are to gigawatts and gigawatt hours, respectively; references to “MW” and “MWh” are to megawatts and megawatt hours, respectively; references to “kW” and “kWh” are to kilowatts and kilowatt hours, respectively; references to “kV” are to kilovolts, and references to “MVA” are to megavolt amperes. References to “BTU” and “MBTU” are to British thermal unit and million British thermal units, respectively. A “BTU” is an energy unit equal to approximately 1,055 joules. References to “Hz” are to hertz; and references to “mtpa” are to metric tons per annum. Unless otherwise indicated, statistics provided in this joint information statement/prospectus with respect to the installed capacity of electricity generation facilities are expressed in MW. One TW equals 1,000 GW, one GW equals 1,000 MW and one MW equals 1,000 kW.

Statistics relating to aggregate annual electricity production are expressed in GWh and based on a year of 8,760 hours, except for leap years, which are based on 8,784 hours. Statistics relating to installed capacity and production of the electricity industry do not include electricity of self-generators.

Energy losses experienced by generation companies during transmission are calculated by subtracting the number of GWh of energy sold from the number of GWh of energy generated (excluding their own energy consumption and losses on the part of the power plant), within a given period. Losses are expressed as a percentage of total energy generated.

Calculation of Economic Interest

References are made in this joint information statement/prospectus to the “economic interest” of Enersis Américas and Endesa Américas in their related companies. In circumstances where they do not directly own an interest in a related company, this economic interest in such ultimate related company is calculated by multiplying the percentage of economic interest in a directly held related company by the percentage of economic interest of any entity in the ownership chain of such related company. For example, if Endesa Américas owns 60% of a directly held combined entity and that combined entity owns 40% of an associate, Endesa Américas’ economic interest in such associate would be 60% times 40%, or 24%.

Rounding

Certain amounts included in the consolidated and combined financial statements have been rounded for ease of presentation. Percentages expressed in this joint information statement/prospectus may not have been calculated using rounded amounts, but by using amounts prior to rounding. For this reason, percentages expressed in this joint information statement/prospectus may vary from those obtained by performing the same calculations using figures in the consolidated and combined financial statements. Certain other amounts that appear in the tables in this joint information statement/prospectus may not total exactly due to rounding.

 

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SUMMARY

This summary highlights certain information from this document. It does not contain all of the information that is important to you. You should carefully read the entire document and the other documents referred to or incorporated by reference in this document to fully understand the merger. In particular, you should read the documents attached to this document, including the Endesa Américas Annual Report on Form 20-F for the year ended December 31, 2015 attached as Annex A. See “Where You Can Find More Information”.

The Companies

Enersis Américas S.A.

Santa Rosa 76

Santiago, Chile

Telephone: +56 2 2353-4400

www.enersisamericas.cl

Enersis Américas is a publicly held limited liability stock corporation that traces its origins to Compañía Chilena de Electricidad Ltda. (“CCE”), which was formed in 1921 and later nationalized in 1970. During the 1980s, the sector was reorganized and CCE’s operations were divided into one generation company and two distribution companies, one with a concession in the Valparaíso Region and the other with a concession in the Santiago metropolitan region, Compañía Chilena Metropolitana de Distribución Eléctrica S.A. From 1982 to 1987, the Chilean electric utility sector went through a process of re-privatization. In August 1988, Compañía Chilena Metropolitana de Distribución Eléctrica S.A., Enersis Américas’ predecessor company, changed its name to Enersis S.A. Enersis Américas is an electricity utility company engaged, through its subsidiaries and affiliates, in the generation, transmission and distribution of electricity businesses in Argentina, Brazil, Colombia, and Peru. On March 1, 2016, the company’s name was changed from Enersis S.A. to Enersis Américas S.A. On April 21, 2016, Enersis Américas spun-off Enersis Chile S.A., which now owns and operates Enersis Américas’ former electricity generation and distribution businesses in Chile, as an independent company to the shareholders of Enersis Américas. The predecessor of Enersis Américas was organized under the laws of the Republic of Chile on June 19, 1981.

Endesa Américas S.A.

Santa Rosa 76

Santiago, Chile

Telephone: +56 2 2630-9000

www.endesaamericas.cl

Endesa Américas is a publicly held limited liability stock corporation that was organized under the laws of the Republic of Chile on March 1, 2016. Endesa Américas is engaged directly and through its combined entities and jointly-controlled entities in the electricity generation business in Argentina, Colombia and Peru and holds minority interests in electricity generation, distribution and transmission operations in Brazil. It traces its origins to the establishment of Empresa Nacional de Electricidad S.A. (“Endesa Chile”) in 1943. On April 21, 2016, Endesa Américas was spun-off as an independent company to the shareholders of Endesa Chile.

Chilectra Américas S.A.

Santa Rosa 76

Santiago, Chile

Telephone: +56 2 2675-2000

www.chilectraamericas.cl

Chilectra Américas is a publicly held limited liability stock corporation that also traces its origins to CCE. In August 1988, Compañía Chilena Metropolitana de Distribución Eléctrica S.A., changed its name to Enersis S.A.

 



 

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and became the new parent company of Distribuidora Chilectra Metropolitana S.A., later renamed Chilectra S.A. Chilectra Américas is primarily engaged in the distribution of electricity in Argentina, Brazil, Colombia and Peru through economic interests in operating companies. On April 21, 2016, Chilectra Américas was spun-off as an independent company to the shareholders of Chilectra. Chilectra Américas was organized under the laws of the Republic of Chile on March 1, 2016.

The Reorganization

On November 5, 2015, the Boards of Directors of each of Enersis Américas, Endesa Chile and Chilectra met at separate meetings to evaluate a proposed transaction (the “Reorganization”), that would involve (i) each of Endesa Chile and Chilectra separating their respective Chilean and non-Chilean businesses by means of a “división” or “demerger” under Chilean law, followed by Enersis Américas separating its Chilean and non-Chilean businesses, including the shares of the demerged entities of Endesa Chile and Chilectra, also by means of a “división” or “demerger” under Chilean law (collectively, the “Spin-Offs”) and (ii) the merger of the three companies holding the non-Chilean businesses of Enersis Américas, Endesa Chile and Chilectra after the Spin-Offs. Each of the Boards of Directors determined that the Reorganization was in the best interests of the respective companies and their respective shareholders and approved the Reorganization, including the estimated ranges of the merger exchange ratios in the merger, on a preliminary basis subject to further action by the respective Boards of Directors in accordance with Chilean law, and a separate shareholder vote, to approve the merger.

In November and December 2015, the respective Boards of Directors of Enersis Américas, Endesa Chile and Chilectra met at separate meetings and adopted resolutions relating to (i) the referential merger exchange ratios to be proposed at the extraordinary shareholders’ meeting to be called to approve the merger, (ii) a tender offer by Enersis Américas for all of the outstanding shares of Endesa Américas (including in the form of ADSs) prior to the consummation of the merger, (iii) the merger and the tender offer being conditioned on less than specified percentages of the outstanding shares of Enersis Américas, Endesa Américas and Chilectra Américas exercising their statutory merger dissenters’ withdrawal rights in connection with the merger and (iv) negotiation of a tax indemnity agreement under which Enersis Américas would indemnify Endesa Chile for certain tax costs associated with the spin-off of Endesa Américas if the merger is not consummated by December 31, 2017 due to reasons not attributable to Endesa Américas or Endesa Chile or an event of force majeure has occurred.

Following the approvals of the Spin-Offs by the respective shareholders of Enersis Américas, Endesa Chile and Chilectra at their extraordinary shareholders’ meetings held on December 18, 2015, each of Enersis Américas, Endesa Chile and Chilectra completed the Spin-Offs on April 21, 2016, resulting in the creation and public listing of the shares of Enersis Chile S.A., Endesa Américas S.A. and Chilectra Américas S.A.

The Merger

If the merger is approved by the shareholders of Enersis Américas, Endesa Américas and Chilectra Américas, Endesa Américas and Chilectra Américas will each merge into Enersis Américas. Enersis Américas will be the surviving corporation under the name Enel Américas S.A., and Endesa Américas and Chilectra Américas will cease to exist as separate entities.

Alternatives for Holders of Endesa Américas Shares and ADSs

As described above, prior to the consummation of the merger, Enersis Américas intends to conduct tender offers for any and all of the outstanding shares of Endesa Américas (including in the form of ADSs), other than shares held by Enersis Américas, at a tender offer price of Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS (each representing 30 Endesa Américas shares), or the equivalent in U.S. dollars, which will be calculated based on the weighted average exchange rate actually obtained for conversion of such amounts on the trading day prior to the date of payment. For illustrative purposes only, based on the Observed

 



 

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Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amounts would be US$ 0.45 and US$ 13.44, respectively. The tender offers are expected to launch during mid-September 2016, prior to the extraordinary shareholders’ meetings to approve the merger. The consummation of the tender offers is expected to be conditioned on (i) the approval of the merger by the relevant shareholders at the extraordinary shareholders’ meetings pursuant Chilean Companies Act, (ii) less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the statutory merger dissenters’ withdrawal rights in connection with the merger, provided that no shareholder will own more than 65% of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights, and (iii) the absence of any material adverse effect on Endesa Américas and its subsidiaries. See “The Tender Offers”.

All Endesa Américas shareholders (other than Enersis Américas) may participate in the tender offers, regardless of their vote on the merger or whether they vote at all, and will have the opportunity to elect any of the following three alternatives with respect to their Endesa Américas shares and ADSs in connection with the merger and the tender offers:

 

Alternatives   Consideration Received

•    Participate in the merger

 

•    2.8 Enersis Américas shares per Endesa Américas share (1.68 Enersis Américas ADSs per Endesa Américas ADS)(1)

•    Exercise statutory merger dissenters’ withdrawal rights

 

•    Ch$ 299.64 per Endesa Américas share in cash(2)

•    Tender Endesa Américas shares and ADSs in the tender offers

 

•    Ch$ 300 per Endesa Américas share in cash (Ch$ 9,000 per Endesa Américas ADS in cash)(3)

 

(1) For illustrative purposes only, the value of Enersis Américas shares and Enersis Américas ADSs that would be received in the merger would be Ch$ 316.71 (US$ 0.47) and US$ 14.28, respectively, based on multiplying the (i) merger exchange ratios by (ii) the most recent closing prices of Enersis Américas shares and Enersis Américas ADSs on September 6, 2016. The U.S. dollar value of the Enersis Américas shares was calculated based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016.
(2) Calculated based on the weighted average market price of Endesa Américas shares during the 60-trading day period preceding the 30th trading day prior to the extraordinary shareholders’ meeting of Endesa Américas to approve the merger. This will only be paid in Chilean pesos only. For illustrative purposes only, based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amount would be US$ 0.45. Any Endesa Américas ADS holder that wishes to exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel such holders’ Endesa Américas ADSs and become a registered shareholder of Endesa Américas.
(3) U.S. Holders of Endesa Américas shares or ADSs who tender into the U.S. offer will receive the U.S. dollar equivalent of Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS, calculated based on the weighted average exchange rate actually obtained for conversion of such amounts on the trading day prior to the date of payment. For illustrative purposes only, based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amounts would be US$ 0.45 and US$ 13.44, respectively.

U.S. Holders of Endesa Américas shares or ADSs will face different U.S. tax consequences as well as Chilean tax consequences depending on whether such persons decide to participate in the merger and receive Enersis Américas shares, or either exercise statutory merger withdrawal rights with respect to the merger or tender their Endesa Américas shares or ADSs in the tender offers and receive cash. See “Material United States Tax Consequences—Material U.S. Federal Income Tax Consequences of the Merger and the Tender Offer to U.S. Holders” and “Material Chilean Tax Consequences—Material Chilean Tax Consequences of the Merger and the Tender Offer to Foreign Holders”.

 



 

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U.S. Holders of Endesa Américas shares or ADSs are urged to consult their own tax advisors on the potential U.S. and Chilean tax consequences of the three alternatives available to them in connection with the merger and the tender offers.

The description of the tender offer in this joint information statement/prospectus is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of Endesa Américas. When the tender offers are commenced, Enersis Américas will make available the tender offer materials to the shareholders of Endesa Américas and file such materials with the SEC in accordance with applicable U.S. federal securities laws and SEC rules. In that event, shareholders and investors are urged to read the tender offer materials because they will contain important information, including the full details of the tender offers. Shareholders and investors may obtain free copies of the tender offer materials that Enersis Américas files with the SEC at the SEC’s website at www.sec.gov and will receive information at an appropriate time on how to obtain tender offer materials for free from Enersis Américas. These documents are not currently available and their availability is subject to the commencement of the tender offers.

Reasons for the Merger

Enersis Américas

The merger of Enersis Américas, Endesa Américas and Chilectra Américas will combine Enersis Américas’ non-Chilean generation, transmission and distribution businesses under a single holding company, contributing to the simplification of the corporate structure of the group and providing Enersis Américas with the following main benefits:

Leakage reduction. The current corporate structure of the Enersis Américas group of companies, with significant minority interests in Endesa Américas, generates a net income leakage at the Enersis Américas level of approximately 48% (based on projected 2016 net income). This leakage could be reduced to approximately 36% following the merger.

Strategic interest alignment. The merger would combine ownership stakes in operating subsidiaries under one single controlling entity and eliminate the potential misalignment of strategic interests, including potential conflicts of interest arising from having investments in the same entity through multiple investment vehicles.

More efficient decision making. Multiple ownership layers results in inefficient organization and decision-making structure. Following the merger, the Enersis Américas group would benefit from a streamlined organizational structure with the decision process concentrated in one vehicle.

Operational efficiencies. The merger of Enersis Américas, Endesa Américas and Chilectra Américas would enable operational efficiencies, through operating expense reduction, selling, general and administration expense reductions, cash pooling or savings on better cash allocation and tax efficiencies.

Endesa Américas

Endesa Américas is already controlled by Enersis Américas and consolidated in the Enersis Américas financial statements. In addition to the benefits to Enersis Américas described above, in which the shareholders Endesa Américas would share as shareholders of the surviving company, the merger of Enersis Américas, Endesa Américas and Chilectra Américas would provide the following additional benefits to shareholders of Endesa Américas:

Increased visibility of non-consolidated affiliates. In the current corporate structure, Endesa Américas and Chilectra Américas hold minority stakes in a number of affiliates that they do not consolidate but which are consolidated by Enersis Américas. The merger would eliminate this lack of visibility for Endesa Américas and Chilectra Américas shareholders over the companies that Endesa Américas and Chilectra Américas do not control as they would become shareholders of Enersis Américas, which controls and consolidates these companies.

 



 

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Increased liquidity for Endesa Américas and Chilectra Américas minority shareholders. As a consequence of the merger, minority shareholders of Endesa Américas and Chilectra Américas would become shareholders of the surviving company, Enersis Américas, with a larger capitalization than Endesa Américas and Chilectra Américas currently have, thereby providing increased liquidity for their investment.

Fairness of The Merger, the Tender Offers and the Statutory Merger Dissenters’ Withdrawal Rights

Unaffiliated shareholders of Endesa Américas may participate in the merger, participate in the tender offers, or exercise statutory merger dissenters’ withdrawal rights. Each of Endesa Américas and the Enel Filing Persons (as defined below) believes that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. They believe that each of the tender offers and the statutory merger dissenters’ withdrawal rights is procedurally fair but, by itself and not in the context of providing an ancillary cash alternative to the merger, is not substantively fair to the unaffiliated shareholders of Endesa Américas because it is uneconomic relative to the current market prices of Endesa Américas shares and ADSs and the implied merger price. Notwithstanding the foregoing, each of Endesa Américas and the Enel Filing Persons believes that the tender offer and the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which they believe is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas.

Board Evaluation of the Merger

Boards of Directors of Enersis Américas and Endesa Américas

In accordance with the requirements of Chilean law, the respective Boards of Directors have engaged independent appraisers (peritos) and independent valuators, who prepared their respective valuation reports based on interim 2016 financial statements as of June 30, 2016 for each of Enersis Américas and Endesa Américas. The Boards of Directors evaluated the terms of the merger, and provided the individual opinions of each director regarding the merger. In addition, the Boards of Directors of Enersis Américas and Endesa Américas received fairness opinions from their respective financial advisors with respect to the merger. The Boards of Directors of Enersis Américas and Endesa Américas each unanimously concluded that the merger is in the best interests of the companies and their respective shareholders and that they believe that the merger is procedurally and substantively fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Endesa Américas—Position of Endesa Américas as to the Fairness of the Merger” and “Special Factors—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Merger”.

Opinion of Enersis Américas’ Financial Advisor

In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Enersis Américas’ financial advisor, delivered to Enersis Américas’ Board of Directors a written opinion, dated August 5, 2016, as to the fairness, from a financial point of view and as of the date of the opinion, to Enersis Américas of the exchange ratios provided for in the merger. The full text of the written opinion, dated August 5, 2016, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex G to this joint information statement/prospectus and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to Enersis’ Board of Directors (in its capacity as such) for the benefit and use of Enersis Américas’ Board of Directors in connection with and for purposes of its evaluation of the merger exchange ratios from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Enersis Américas or in which Enersis Américas might engage or as to the underlying business decision of Enersis Américas to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any related matter.

 



 

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Opinion of Endesa Américas’ Financial Advisor

In connection with the merger, Deutsche Bank Securities Inc. (“Deutsche Bank”), Endesa Américas’ financial advisor, delivered to Endesa Américas’ Board of Directors a written opinion, dated August 5, 2016, as to the fairness of the Exchange Ratio (as defined under “Special Factors—Endesa Américas—Summary of Deutsche Bank Securities Inc.’s Fairness Opinion”), from a financial point of view and as of the date of the opinion, to the holders of outstanding shares of common stock of Endesa Américas, other than Enersis Américas and its affiliates. The full text of the written opinion, dated August 5, 2016, of Deutsche Bank, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this joint information statement/prospectus and is incorporated by reference herein in its entirety. Deutsche Bank’s opinion was addressed to, and was for the use and benefit of, the Board of Directors of Endesa Américas in connection with and for the purpose of its evaluation of the merger. Deutsche Bank’s opinion did not address any other terms of the merger, including the ADS Exchange Ratio (as defined under “Special Factors—Endesa Américas—Summary of Deutsche Bank Securities Inc.’s Fairness Opinion”), the Chilectra Américas Merger Exchange Ratio (as defined under “Special Factors—Endesa Américas—Summary of Deutsche Bank Securities Inc.’s Fairness Opinion”), the Tender Offer (as defined under “Special Factors—Endesa Américas—Summary of Deutsche Bank Securities Inc.’s Fairness Opinion”), the Withdrawal Rights (as defined under “Special Factors—Endesa Américas—Summary of Deutsche Bank Securities Inc.’s Fairness Opinion”) or other terms described in the Merger Terms and Conditions. Endesa Américas did not ask Deutsche Bank to, and Deutsche Bank’s opinion did not, address the fairness of the merger, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of Endesa Américas, nor did it address the fairness of the contemplated benefits of the merger. Deutsche Bank expressed no opinion, and Deutsche Bank’s opinion does not constitute a recommendation, as to how any holder of shares of Endesa Américas common stock and/or ADSs representing shares of Endesa Américas should vote or act with respect to the merger. Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees of any parties to the merger or any class of such persons, in connection with the merger, whether relative to the Endesa Américas merger exchange ratio or otherwise. Deutsche Bank’s opinion did not in any manner address what the value of the shares of Enersis Américas common stock or ADSs of Enersis Américas will be when issued pursuant to the merger or the prices at which the shares of Enersis Américas common stock, the ADSs of Enersis Américas or any other securities will trade following the announcement or consummation of the merger.

The Enel Entities

Enel, Enel Iberoamérica, S.R.L. and Enel Latinoamérica, S.A. (collectively, the “Enel Entities” and together with Enersis Américas, the “Enel Filing Persons”) adopted the determination of the Board of Directors of Enersis Américas and as such, the Enel Entities believe that the merger is procedurally and substantively fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Endesa Américas—Position of Endesa Américas as to the Fairness of the Merger” and “Special Factors—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Merger”.

Evaluation of the Tender Offers

As described above, prior to the extraordinary shareholders’ meetings to approve the merger, Enersis Américas intends to launch tender offers for any and all of the outstanding shares of Endesa Américas (including in the form of ADSs), other than shares held by Enersis Américas. See “The Tender Offers”. Endesa Américas and the Enel Filing Persons have evaluated the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas. Based on such evaluation, Endesa Américas and the Enel Filing Persons believe that making the tender offers available to the unaffiliated shareholders of Endesa Américas is procedurally fair, but the tender

 



 

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offer price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, the tender offers are believed to be ancillary to the merger transaction, and should be viewed in the context of the merger, which is believed to be substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Endesa Américas—Position of Endesa Américas as to the Fairness of the Tender Offers; Recommendation” and “Special Factors—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Tender Offers”.

Evaluation of the Statutory Merger Dissenters’ Withdrawal Rights

Shareholders of Endesa Américas have the right to exercise statutory merger dissenters’ withdrawal rights under the Chilean Companies Act, which requires Endesa Américas, and not the Enel Filing Persons, to purchase shares of Endesa Américas from shareholders of Endesa Américas that exercise statutory merger dissenters’ withdrawal rights. Endesa Américas and the Enel Filing Persons have evaluated the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas. Based on such evaluation, Endesa Américas and the Enel Filing Persons believe that the availability of the statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, but that the statutory merger dissenters’ withdrawal rights price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, the statutory merger dissenters’ withdrawal rights are believed to be ancillary to the merger transaction, and should be viewed in the context of the merger, which is believed to be substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “Special Factors—Endesa Américas—Position of Endesa Américas as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights” and “Special Factors—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights”. In addition, in accordance with the Chilean Companies Act, shareholders of Enersis Américas and Chilectra Américas will also have the right to exercise statutory merger dissenters’ withdrawal rights in connection with the merger.

Exchange of Shares; Treatment of Fractional Shares

Enersis Américas shareholders. After the merger, each outstanding share and ADS of Enersis Américas will remain outstanding and unaffected by the merger. Enersis Américas shareholders and holders of ADSs will not need to do anything with their shares and ADSs.

Endesa Américas shareholders. In the merger, each outstanding share of Endesa Américas common stock will become the right to receive 2.8 shares of Enersis Américas common stock and each outstanding Endesa Américas ADS will become the right to receive 1.68 Enersis Américas ADSs. No fractional shares or ADSs will be issued in the merger. Instead of fractional shares or ADSs, Endesa Américas shareholders and ADS holders will receive the cash value of the fractional shares and ADSs.

Ownership of Enersis Américas After the Merger

After completion of the merger, Enel Iberoamérica is expected to own a majority of Enersis Américas and the current minority shareholders of Enersis Américas, Enersis Américas and Chilectra Américas are expected to own the remaining minority interests in Enersis Américas.

Material U.S. Federal Income Tax Consequences of the Merger

The merger should be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of U.S. Internal Revenue Code of 1986, as amended. Accordingly, a U.S. Holder (as defined below) of Endesa Américas shares (or ADSs) generally should not recognize any gain or loss on the exchange of Endesa Américas shares (or ADSs) for Enersis Américas shares (or ADSs), other than with respect to cash received in lieu of fractional shares (or ADSs).

 



 

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This tax treatment may not apply to all shareholders. Determining the actual tax consequences of the merger to you can be complicated. They will depend on your specific situation and on variables not within our control. You should consult your own tax advisor for a full understanding of the tax consequences of the merger to you.

Comparative Per Share Market Price Information

On April 21, 2016, the first trading day following the spin-off, Enersis Américas common stock and ADSs (trading on an ex-distribution when-issued basis) closed at Ch$ 97.27 per share and US$ 7.29 per ADS, respectively, and Endesa Américas common stock and ADSs (trading on a when-issued basis) closed at Ch$ 281.39 per share and US$ 12.30 per ADS, respectively. On September 6, 2016, Enersis Américas common stock and ADSs closed at Ch$ 113.11 per share and US$ 8.50 per ADS, respectively, and Endesa Américas common stock and ADSs closed at Ch$ 308.60 per share and US$ 14.03 per ADS, respectively.

The market price of Enersis Américas and Endesa Américas common stock and ADSs will likely fluctuate prior to the merger, while the exchange ratio is fixed. You should obtain current stock price quotations for Enersis Américas and Endesa Américas common stock and ADSs.

Listing of Enersis Américas Common Stock

Enersis Américas common stock is listed and traded on the Chilean Stock Exchanges under the trading symbol “ENERSIS—AM” and Enersis Américas ADSs are listed and traded on the NYSE under the trading symbol “ENIA”.

Record Date; Vote Required

Enersis Américas shareholders. Only holders of record of Enersis Américas shares at the close of business on September 13, 2016 are entitled to receive notice of the extraordinary shareholders’ meeting. Only Enersis Américas’ holders of record at midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the shareholders’ meeting) will be entitled to vote at the meeting. The depositary has also fixed August 31, 2016 as the record date for purposes of determining entitlement to notice of the extraordinary shareholders’ meeting and to vote the shares of Enersis Américas’ common stock underlying Enersis Américas’ ADSs.

Approval of the merger as a related party transaction proposal, the merger proposal and the capital reduction proposal presented by the Enersis Américas Board of Directors for the consideration and vote of shareholders at the Enersis Américas extraordinary shareholders’ meeting require the affirmative vote of at least two-thirds of the outstanding common stock with voting rights of Enersis Américas. Approval of other proposals presented by the Board of Directors for the consideration and vote of shareholders at the meeting requires the affirmative vote of at least a majority of the outstanding common stock with voting rights of Enersis Américas. Enel Iberoamérica currently beneficially holds 60.6% of the outstanding common stock of Enersis Américas, and will be entitled to vote its shares of common stock on all matters at the meeting, and intends to vote its shares in favor of each of the proposals. As a result, all proposals, other than approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal, will be approved without need for any additional votes of minority shareholders of Enersis Américas.

Endesa Américas shareholders. Only holders of record of Endesa Américas shares at the close of business on September 13, 2016 are entitled to receive notice of the extraordinary shareholders’ meeting. Only Endesa Américas’ holders of record at midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the shareholders’ meeting) will be entitled to vote at the meeting. The depositary has also fixed August 31, 2016 as the record date for purposes of determining entitlement to notice of the extraordinary shareholders’ meeting and to vote the shares of Endesa Américas’ common stock underlying Endesa Américas’ ADSs.

 



 

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Approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal presented by the Endesa Américas Board of Directors for the consideration and vote of shareholders at the Endesa Américas extraordinary shareholders’ meeting require the affirmative vote of at least two-thirds of the outstanding common stock with voting rights of Endesa Américas. Approval of other proposals presented by the Board of Directors for the consideration and vote of shareholders at the meeting requires the affirmative vote of at least a majority of the outstanding common stock with voting rights of Endesa Américas. Enersis Américas currently holds 59.98% of the outstanding common stock of Endesa Américas, and will be entitled to vote its shares of common stock on all matters at the meeting, and intends to vote its shares in favor of each of the proposals. As a result, all proposals, other than approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal, will be approved without need for any additional votes of minority shareholders of Endesa Américas.

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

Pursuant to the Chilean Companies Act, Enersis Américas and Endesa Américas shareholders who elect to dissent from approval of the merger will not have appraisal rights. However, Enersis Américas and Endesa Américas shareholders who dissent from approval of the merger, and who provide Enersis Américas or Endesa Américas, as the case may be, with the required notice of withdrawal, will have the right to exercise statutory merger dissenters’ withdrawal rights (derecho a retiro) and to receive from Enersis Américas or Endesa Américas, as the case may be, a cash payment equivalent to the weighted average of the closing prices for Enersis Américas or Endesa Américas shares, as the case may be, as reported on the Chilean Stock Exchanges during the 60-trading day period preceding the 30th trading day prior to the date on which the merger is approved.

Any Enersis Américas ADS holder or Endesa Américas ADS holder who wishes to exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel his or her ADSs and become a registered shareholder of Enersis Américas or Endesa Américas, as applicable, not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the extraordinary shareholders’ meetings of both Enersis Américas and Endesa Américas) and either (i) vote against the merger or (ii) not participate in the extraordinary shareholders’ meeting and, in either case, exercise the statutory merger dissenters’ withdrawal rights during the 30 day period following the extraordinary shareholders’ meeting. In the event the merger is not consummated, neither Enersis Américas nor Endesa Américas will purchase shares from the shareholders exercising statutory merger dissenters’ withdrawal rights. Therefore, if the merger is not consummated, Enersis Américas ADS holders and Endesa Américas ADS holders who cancelled their ADSs to become shareholders of record of Enersis Américas and Endesa Américas, as applicable, will continue to be shareholders and may incur additional fees in order to redeposit their shares into the ADR program. See “The Merger—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights”.

Holders of Endesa Américas shares and Endesa Américas ADSs may also tender their shares and ADSs and receive cash in the tender offers by Enersis Américas, which are expected to launch prior to the extraordinary shareholders’ meetings to approve the merger. You may participate in the tender offers regardless of your vote on the merger or whether you vote at all. See “The Tender Offers”.

Security Ownership by Management of Enersis Américas and Endesa Américas

As of the date of this joint information statement/prospectus, the Board of Directors and senior management of Endesa Américas beneficially own 11,603 shares of Endesa Américas and the Board of Directors and senior management of Enersis Américas do not have any beneficially ownership of shares of Endesa Américas.

 



 

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Management and Operations After the Merger

Upon effectiveness of the merger, the senior management and the directors of Endesa Américas and Chilectra Américas will resign and the senior management and directors of Enersis Américas will continue as the senior management and directors of the surviving company.

Conditions to Completion of the Merger

The merger will only be consummated if:

 

    holders of two-thirds of the outstanding voting shares of each of Endesa Américas, Chilectra Américas and Enersis Américas approve the merger as a related party transaction and the merger proposal;

 

    less than (i) 10% of the outstanding shares of Enersis Américas, (ii) 10% of the outstanding shares of Endesa Américas and (iii) 0.91% of the outstanding shares of Chilectra Américas exercise statutory merger dissenters’ withdrawal rights in connection with the merger; provided that no shareholder will own more than 65% of the outstanding shares of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights; and

 

    Enersis Américas obtains all Chilean registrations and approvals which are preconditions to the issuance and listing by Enersis Américas of the shares to be exchanged for shares of Endesa Américas and Chilectra Américas in the merger.

If one or more of the events described in clauses (i), (ii) or (iii) of the second bullet above occurs within 60 days of the date of the respective shareholders’ meetings that approve the merger, the shareholders of each of the merging companies may agree at a subsequent shareholders’ meeting to waive the condition such that the merger will take effect, subject to compliance with all applicable Chilean and U.S. laws. Holders of two-thirds of the outstanding shares of each of Endesa Américas, Chilectra Américas and Enersis Américas would be required to waive the condition. There can be no assurance that any shareholders’ meeting would be summoned for such purpose.

Regulatory Approvals

If two-thirds of the shareholders of each of Enersis Américas, Endesa Américas and Chilectra Américas approve the merger as a related party transaction and the merger proposal at their respective extraordinary shareholders’ meetings, Enersis Américas, Endesa Américas and Chilectra Américas must take the following administrative actions and obtain the following regulatory approval before the merger can be completed and the exchange of shares can be effected:

 

    Enersis Américas, Endesa Américas and Chilectra Américas must each record the minutes of the extraordinary shareholders’ meeting at which their respective shareholders approved the merger before a Chilean notary public and publish within the 60 following days an abstract of those minutes in the Registry of Commerce (Registro de Comercio) as well as in the Official Gazette (Diario Oficial).

In addition, although not preconditions to the effectiveness of the merger, before the shares of Enersis Américas can be issued in exchange for the shares of Endesa Américas, Enersis Américas and Endesa Américas must obtain:

 

    approval of the SVS of the registration of the additional Enersis Américas shares to be issued in the merger;

 

    approval of the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange to list the additional Enersis Américas shares to be issued in the merger; and

 

    approval for the listing on the NYSE of the additional Enersis Américas ADSs to be issued in the merger.

 



 

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There are no other regulatory approvals we are seeking to obtain in connection with the merger of Endesa Américas and Chilectra Américas with Enersis Américas. However, in connection with the approval by the SVS of Enersis Américas’ registration of the issuance of the additional Enersis Américas shares, the SVS will review the issuance to determine whether it complies with Chilean law.

In addition, in connection with the merger, certain information must be delivered to the Chilean SVS. Enersis Américas must deliver to the SVS copy of the registration statement, of which this joint information statement/prospectus forms a part, and any other information it submits to the SEC in the same form and at the same time its files the registration statement or such other information with the SEC. After the registration statement is declared effective, Enersis Américas must report on a monthly basis the issuance and cancellation of ADSs, number of ADSs traded, and the price and trading volumes. Enersis Américas will also be required to file with the SVS on a quarterly basis a list of ADS holders.

We can give no assurance as to when or whether any of these approvals and registrations will be obtained, the terms and conditions that may be imposed in connection with their consents and approvals, or the consequences of failing to obtain such consents and approvals.

Interests of Certain Persons in the Merger That are Different from Your Interests

The Board of Directors of Enersis Américas unanimously determined that Messrs. Francisco de Borja Acha B., José Antonio Vargas L., Livio Gallo, Enrico Viale, Hernán Somerville S. (member of the Directors’ Committee), and Patricio Gómez S. (member of the Directors’ Committee), each a director of Enersis Americas elected by Enel as the controlling shareholder, have an interest in the merger under Article 147 of Law No. 18,046 (the “Chilean Companies Act”), based on the interpretation of the SVS and the judgment by the Santiago Court of Appeals delivered on March 22, 2016. The Board further determined that Mr. Luca D’Agnese, the Chief Executive Officer, also has an interest in the merger under Article 147 of the Chilean Companies Act based on his role as Chairman of the Board and CEO of Enel Latinoamérica, S.A., a 40.3% direct shareholder of Enersis Américas and an indirect wholly owned subsidiary of Enel, and as a member of the Board of Directors of Enel Iberoamérica, a 20.3% direct shareholder of Enersis Américas and a wholly owned subsidiary of Enel and direct parent company of Enel Latinoamérica. Further, the Board determined that Mr. D’Agnese should abstain from any negotiations that could conflict with the merger.

The Board of Directors of Endesa Américas also unanimously determined that Rafael Fauquié B., Vittorio Vagliasindi, Francesco Buresti, Umberto Magrini, Luca Noviello, Mauro Di Carlo and Loreto Silva R. (member of the Directors’ Committee), each a director of the company, have an interest in the Merger under Article 147 of the Chilean Companies Act, based on the interpretations of the SVS and the judgment by the Santiago Court of Appeals delivered on March 22, 2016.

There are no voting agreements among us and any other party, or among our directors or executive officers and third parties, with respect to the voting of the shares of Enersis Américas or Endesa Américas at the Enersis Américas and Endesa Américas extraordinary shareholders’ meetings.

Accounting Treatment

The merger will be accounted for as an acquisition by Enersis Américas of non-controlling interests in Endesa Américas and Chilectra Américas.

 



 

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Proposed Amendment to Enersis Américas’ Bylaws

In connection with the merger, the bylaws of Enersis Américas will become the bylaws of the surviving company, as amended to reflect, among other things, the change in capital as a result of the issuance of additional shares of Enersis Américas in the merger in exchange for shares of Endesa Américas and Chilectra Américas. See “The Merger—The Merger Proposal—Amendments to the Bylaws (Estatutos) of Enersis Américas.”

 



 

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Summary Historical Financial Information

We are providing the following summary financial information to help you analyze certain financial aspects of the merger. We derived this information from audited financial statements of each company for each of their three most recent fiscal years. The information should be read together with our respective historical financial statements and related notes contained in the annual reports and other information that we have filed with the Securities and Exchange Commission. See “Where You Can Find More Information”.

You should also read all of the financial information we provide in the following tables together with the pro forma financial data we provide in this joint information statement/ prospectus, which you can find under “Unaudited Pro Forma Consolidated Financial Information”.

Enersis Américas

The following summary financial information for each year in the three years period ended December 31, 2015 was derived from the audited consolidated financial statements of Enersis Américas. In April 2016, Enersis Américas completed the spin-off of its Chilean energy generation, transmission and distribution business as Enersis Chile S.A. The summary financial information for all periods has been restated to reflect the Enersis Chile business as discontinued operations. The summary financial information should be read in conjunction with Enersis Américas’ Operating and Financial Review and the consolidated financial statements and notes thereto incorporated by reference into this joint information statement/prospectus.

The following table sets forth Enersis Américas’ summary consolidated financial information for the years indicated:

 

    As of and for the year ended December 31,  
    2015(1)     2015     2014     2013  
    (US$ millions)     (Ch$ millions)  

Consolidated Statement of Comprehensive Income Information

     

Revenues and other operating income

    7,465        5,301,440        5,206,370        4,528,148   

Operating expenses(2)

    (5,698     (4,046,682     (3,818,370     (3,177,080

Operating income

    1,767        1,254,758        (1,388,000     1,351,068   

Financial income (expense), net

    40        28,287        (213,316     (118,899

Total gain (loss) on sale of non-current assets not held for sale

    (9     (6,566     877        4,642   

Other non-operating income

    5        3,333        2,560        980   

Income before income tax

    1,802        1,279,812        1,178,121        1,237,791   

Income tax expenses, continuing operations

    (737     (523,663     (425,958     (442,455
 

 

 

   

 

 

   

 

 

   

 

 

 

Income after tax from continuing operations

    1,065        756,149        752,163        795,336   

Income from discontinued operations

    547        388,321        215,332        318,065   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    1,612        1,144,470        967,495        1,113,401   

Net income attributable to shareholders of the Company

    932        661,587        571,873        658,514   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Minority interests

    680        482,883        395,622        454,887   

Net income (loss) from continuing operations per average number of shares basic and diluted (Ch$/US$)

    0.01        8.35        8.344        9.49   

Net income (loss) from continuing operations per average number of ADS (Ch$/US$)

    0.59        417,50        417.00        474.50   

 



 

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    As of and for the year ended December 31,  
    2015(1)     2015     2014     2013  
    (US$ millions)     (Ch$ millions)  

Net income (loss) from discontinued operations per average number of shares basic and diluted (Ch$/US$)

    0.01        5.13        3.31        5.08   

Net income (loss) from discontinued operations per average number of ADSs (Ch$/US$)

    0.36        256.50        165.50        254.00   

Net income (loss) per average number of shares, basic and diluted (Ch$/US$ per share)

    0.01        8.35        8.34        9.49   

Net income (loss) per average number of ADSs (Ch$/US$ per ADS)

    0.59        417.50        417.00        474.50   

Cash dividends per share (Ch$/US$ per share)

    0.01        6.21        6.71        4.25   

Cash dividends per ADS (Ch$/US$ per ADS)

    0.44        310.72        335.34        212.51   

Weighted average number of shares of common stock (millions)

      49,093        49,093        45,219   

Number of ADS (millions)(3)

      100        103        105   

Consolidated Statement of Financial Position Information

   

Total assets

    21,754        15,449,154        15,921,322        15,177,664   

Non-current liabilities

    3,878        2,753,965        4,447,282        3,688,940   

Equity attributable to shareholders

    8,486        6,026,149        6,201,976        6,168,554   

Equity attributable to Minority interests

    3,047        2,163,659        2,077,243        2,338,911   

Total equity

    11,532        8,189,808        8,279,219        8,507,464   

Capital stock

    8,173        5,804,448        5,804,448        5,828,040   

Other Consolidated Financial Information

   

Capital expenditures (CAPEX)(4)

    1,919        1,362,561        1,089,362        774,820   

Depreciation, amortization and impairment losses(5)

    507        360,354        389,073        382,631   

 

(1) Solely for the convenience of the reader, Chilean peso amounts have been converted into U.S. dollars at the exchange rate of Ch$ 710.16 per U.S. dollar, as of December 31, 2015.
(2) Operating expenses include selling and administration expense.
(3) As of December 31 of each year.
(4) CAPEX figures represent effective payments for each year.
(5) For further detail please refer to Note 30 of the Notes to the Enersis Américas consolidated financial statements.

Endesa Américas

The following summary financial information as of and for the three years ended December 31, 2015 was derived from the audited combined financial statements of Endesa Américas. In April 2016, Endesa Chile completed the spin-off of its non-Chilean energy generation business as Endesa Américas S.A. The summary financial information for Endesa Américas is not necessarily indicative of what the financial position or results of operations would have been had Endesa Américas been an independent public company during the periods presented. The summary financial information should be read in conjunction with Endesa Américas’ Operating and Financial Review and the combined financial statements and notes thereto, included in the Endesa Américas Form 20-F attached as Annex A to this joint information statement/prospectus.

 



 

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The following table sets forth Endesa Américas’ summary combined financial information for the years indicated:

 

    As of and for the year ended December 31,  
    2015(1)     2015     2014     2013  
    (US$ millions)    

(Ch$ millions, except

share and per share amounts)

 

Combined Statement of Comprehensive Income Information

       

Revenues and other operating income

    1,835        1,303,115        1,215,559        1,057,395   

Operating expenses(2)

    (1,044     (741,548     (592,512     (543,889

Operating income

    791        561,567        623,047        513,506   

Financial income (expense), net

    95        67,687        8,564        (63,135

Total gain (loss) on sale of non-current assets not held for sale

    (1     (509     750        843   

Other non-operating income

    55        38,680        61,598        95,038   

Income before income taxes

    940        667,425        693,959        546,252   

Income tax

    (361     (256,249     (204,051     (167,912

Net income expense

    579        411,176        489,908        378,340   

Net income attributable to shareholders of the Company

    254        180,532        220,154        180,784   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Minority interests

    325        230,644        269,754        197,556   

Net income per average number of shares basic and diluted (Ch$/US$)

    0.03        22.01        26.84        22.04   

Net income per average number of ADSs, basic and diluted (Ch$/US$)

    0.93        660.32        805.25        661.24   

Shares of common stock (millions)(3)

      8,202        8,202        8,202   

Number of ADS (millions)(4)

      11        9        10   

Combined Statement of Financial Position Information

       

Total assets

    5,477        3,889,706        4,002,717        3,833,136   

Non-current liabilities

    1,657        1,176,779        1,260,501        1,160,263   

Equity attributable to shareholders

    1,653        1,173,699        1,224,710        1,206,187   

Equity attributable to Minority interests

    1,217        864,219        792,346        908,398   

Total equity

    2,870        2,037,918        2,017,056        2,114,585   

Allocated Capital

    1,267        899,434        899,434        899,434   

Other Combined Financial Information

       

Capital expenditures (CAPEX)(5)

    386        273,899        266,281        206,848   

Depreciation, amortization and impairment losses(6)

    159        113,219        105,894        103,577   

 

(1) Solely for the convenience of the reader, Chilean peso amounts have been converted into U.S. dollars at the exchange rate of Ch$ 710.16 per U.S. dollar, as of December 31, 2015.
(2) Operating expenses include selling and administration expense.
(3) Represents number of shares distributed in the spin-off of Endesa Américas to shareholders of Endesa Chile.
(4) Represents number of ADSs based on number of shares distributed in the spin-off of Endesa Américas to shareholders of Endesa Chile. One ADS represents 30 shares of Endesa Américas.
(5) CAPEX figures represent effective payments for each year.
(6) For further detail please refer to Notes 8 and 26 of the Notes to the Endesa Américas combined financial statements.

 



 

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Summary Pro Forma Consolidated Financial Information

The following summary pro forma consolidated financial information should be read in conjunction with the Unaudited Pro Forma Consolidated Financial Information and related notes included elsewhere in this joint information statement/prospectus. For accounting purposes, the merger will be accounted for as acquisitions of minority interests. The historical financial information set forth below has been derived from, and is qualified by reference to, the consolidated financial statements of Enersis Américas and combined financial statements of Endesa Américas, and should be read in conjunction with those financial statements and notes thereto included or incorporated herein by reference. The Unaudited Pro Forma Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 give effect to the merger as if it occurred on January 1, 2013, and the Unaudited Pro Forma Consolidated Statement of Financial Position as of December 31, 2015 gives effect to the merger as if it occurred on December 31, 2015. You should not rely on this summary unaudited pro forma information as being indicative of the results that would actually have been obtained if the merger had been in effect for the above-mentioned periods or the future results of the surviving company. See “Where You Can Find More Information” and “Unaudited Pro Forma Consolidated Financial Information”.

 

     For the year ended December 31,  
     2015     2014     2013(2)  
     (Ch$ thousands, except share and per share amounts)  

Pro Forma Consolidated Statement of Comprehensive Income Information:

      

Revenues and other operating income

     5,301,447,194        5,206,502,654        4,528,349,817   

Operating income

     1,253,143,929        1,386,574,454        1,349,515,003   

Income before income taxes from continuing operations

     1,321,164,533        1,193,893,255        1,243,471,574   

Income tax expense, continuing operations

     (523,663,212     (425,957,462     (442,455,343

Net income from continuing operations

     797,501,321        767,935,793        801,016,231   

Net income attributable to Enersis Americas

     482,459,691        499,657,860        502,831,043   

Net income attributable to non-controlling interests

     315,041,630        268,277,933        298,185,188   

Basic and diluted earnings per share:

      

Basic and diluted earnings per share from continuing operations

     8.27        8.57        9.23   

Basic and diluted earnings per share

     8.27        8.57        9.23   

Weighted average number of shares of common stock (millions)

     58,325,562.93        58,325,562.93        54,451,650.21   

 

     As of December 31,
2015
 

Pro Forma Consolidated Statement of Financial Position Information:

  

Total assets

     10,303,134,495   

Total non-current liabilities

     2,753,965,211   

Equity attributable to Parent Company

     3,906,563,048   

Equity attributable to non-controlling interests

     1,081,344,549   

Total equity

     4,987,907,597   

 



 

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Comparative Historical and Pro Forma Per Share Information

The following table reflects: (i) the historical net income, cash dividends and book value per share of Enersis Américas common stock; (ii) the historical net income, cash dividends and book value per share of Endesa Américas common stock; (iii) the pro forma net income, cash dividends and book value per share after giving effect to the proposed merger; and (iv) the equivalent pro forma net income, cash dividends and book value per share attributable to 2.8 shares of Enersis Américas common stock which will be received for each share of Endesa Américas. This information presented in this table should be read in conjunction with, and is qualified in its entirety by, the Unaudited Pro Forma Consolidated Financial Information, the audited consolidated financial statements of Enersis Américas and the audited combined financial statements of Endesa Américas included or incorporated by reference in this joint information statement/prospectus.

 

     Year Ended
December 31, 2015
 
     Ch$  

Historical—Enersis Américas

  

Basic and diluted net income from continuing operations per share

     8.35   

Cash dividends per share(1)

     6.21   

Book value per share (at period end)(2)

     122.75   

Historical—Endesa Américas

  

Basic and diluted net income per share

     22.01   

Cash dividends per share

     —     

Book value per share (at period end)(2)

     143.10   

Pro Forma Consolidated(3)

  

Basic and diluted net income from continuing operations per share(4)

     8.27   

Cash dividends per share(5)

     4.28   

Book value per share (at period end)(6)

     66.98   

Pro Forma Equivalent—Endesa Américas(7)

  

Basic and diluted net income from continuing operations per share

     23.16   

Cash dividends per share

     11.98   

Book value per share (at period end)

     187.54   

 

(1) Historical cash dividends per share paid in 2015 is calculated based on 2014 historical net income attributable to shareholders of Enersis Américas multiplied by the dividend policy of 50%.
(2) Historical book value per share is computed by dividing shareholders’ equity by the number of shares of common stock outstanding at the end of the period.
(3) See Unaudited Pro Forma Consolidated Financial Information included elsewhere in this joint information statement/prospectus.
(4) Pro forma consolidated basic and diluted net income per share is computed using the weighted-average number of shares of common stock outstanding, after the issuance of the Enersis Américas common stock in the merger.
(5) Pro forma consolidated cash dividends per share paid in 2015 is calculated based on 2014 pro forma consolidated net income attributable to shareholders of Enersis Américas multiplied by the dividend policy of 50%.
(6) The pro forma consolidated book value per share is computed by dividing pro forma shareholders’ equity, including the effect of pro forma adjustments, by the pro forma number of shares of Enersis Américas common stock which would have been outstanding had the merger been consummated as of December 31, 2015.
(7) The Endesa Américas pro forma equivalent consolidated per share amounts are computed by multiplying the pro forma consolidated per share amounts by the merger exchange ratio of 2.8 shares of Enersis Américas common stock for each share of Endesa Américas common stock.

 



 

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SPECIAL FACTORS

General Information Concerning the Merger

Once the merger is effective, Endesa Américas and Chilectra Américas will merged into Enersis Américas. Enersis Américas will be the surviving corporation in the merger and will be renamed Enel Américas S.A., and Endesa Américas and Chilectra Américas will cease to exist as separate entities.

Each share of Endesa Américas common stock including shares underlying the Endesa Américas ADSs, issued and outstanding immediately prior to the effective date of the merger (other than shares owned by Enersis Américas), will be converted into the right to receive 2.8 Enersis Américas shares. Each Endesa Américas ADS issued and outstanding immediately prior to the effective date of the merger (other than ADSs owned by Enersis Américas, if any) will be converted into the right to receive 1.68 Enersis Américas ADSs. However, no fractional shares or ADSs will be issued to Endesa Américas shareholders in the merger. Endesa Américas shareholders and ADS holders will be entitled to a cash payment instead of fractional Enersis Américas shares or fractional Enersis Américas ADSs as described below under “—No Fractional Shares.”

Each share of Chilectra Américas common stock issued and outstanding immediately prior to the effective date of the merger (other than shares beneficially owned by Enersis Américas) will be converted into the right to receive 4.0 Enersis Américas shares.

Background of the Merger

Historical Background

The relationship between Enersis Américas and Endesa Américas traces back to Enersis Américas’ acquisition of interests in Endesa Chile from which Endesa Américas was spun-off in April 2016. Starting in the early 1990s, Enersis Américas gradually acquired equity stakes in Endesa Chile, increasing its ownership stake to 25.3% in 1995. In 1999, Enersis Américas acquired additional shares of Endesa Chile through a tender offer, thereby increasing its ownership of Endesa Chile to 59.98%. In the spin-offs of Enersis Chile and Endesa Américas, Enersis Américas was allocated ownership of 59.98% of Endesa Américas and Enersis Chile was allocated ownership of 59.98% of Endesa Chile.

Similarly, Enersis Américas’ relationship with Chilectra Américas traces its origins to Compañía Chilena de Electricidad Ltda. (“CCE”), which was formed in 1921 and later nationalized in 1970. During the 1980s, the Chilean electric utility sector was reorganized and CCE’s operations were divided into one generation company and two distribution companies, one with a concession in the Valparaíso region and the other with a concession in the Santiago metropolitan region, Compañía Chilena Metropolitana de Distribución Eléctrica S.A. From 1982 to 1987, the Chilean electric utility sector went through a process of re-privatization. In August 1988, Compañía Chilena Metropolitana de Distribución Eléctrica S.A., Enersis Américas’ predecessor company, changed its name to Enersis S.A. and became the new parent company of Distribuidora Chilectra Metropolitana S.A., later renamed Chilectra S.A. After several capital increases of Chilectra, Enersis Américas’ equity interest in Chilectra was diluted to 72.6% in 1999. Following several tender offers starting in 2000, Enersis Américas increased its ownership stake in Chilectra to the current 99.1% interest. In the spin-offs of Enersis Chile and Chilectra Américas, Enersis Américas was allocated ownership of 99.1% of Chilectra Américas and Enersis Chile was allocated ownership of 99.1% of Chilectra.

Endesa, S.A., a Spanish company (“Endesa Spain”), was the controlling company of Enersis Américas from 1999 to 2007 and was also the ultimate parent of Endesa Chile and Chilectra through its ownership of Enersis Américas. In 2007, Enel S.p.A, an Italian company (“Enel”), and Acciona S.A., a Spanish construction company unrelated to Enel (“Acciona”), jointly acquired a 92.1% interest in Endesa Spain, which owned 60.6% of Enersis Américas at the time. As a result of this acquisition, Enel held 67.1% of Endesa Spain through Enel Energy Europe S.R.L., a wholly owned subsidiary of Enel (“Enel Energy Europe”), and Acciona held 25% of Endesa

 

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Spain. In 2009, Acciona sold all of its equity interest in Endesa Spain to Enel Energy Europe (now named Enel Iberoaméricas S.R.L.), thereby making Enel the ultimate parent of Enersis Américas, Endesa Chile and Chilectra.

Endesa Spain and Enel invested in energy generation, transmission and distribution businesses in Latin America outside of Chile through vehicles other than Enersis Américas and Endesa Chile. As a result, Enel’s Latin American energy business was dispersed and located at numerous levels within the company group.

Background of the Reorganization, the Merger and the Tender Offer

From time to time, Enel reviews the corporate structure of its subsidiaries and affiliates, with the goal of creating a more efficient and focused structure that may enhance shareholder value. In 2012, Enel, through Endesa Spain, proposed that Enersis Américas conduct a capital increase as part of the effort to streamline the group corporate structure by geography and consolidate Enel’s Latin American energy businesses (other than Enel Green Power S.p.A.) under Enersis Américas. In the capital increase completed on March 28, 2013, Enersis Américas received an in-kind contribution from Endesa Spain of approximately US$ 3.6 billion of equity interests in 25 companies that conduct business in five South American countries (Argentina, Brazil, Chile, Colombia and Peru) and approximately US$ 2.4 billion in cash from minority shareholders. In addition, Enel and Endesa Spain also committed to use Enersis Américas as the sole vehicle for conducting business in the conventional energy sector in South America. The capital increase did not change Endesa Spain’s ownership interest in Enersis Américas because the capital increase was fully subscribed.

Enel undertook an additional transaction in 2014 to separate its Latin American businesses from its Iberian businesses. On October 23, 2014, Endesa Spain transferred its direct 20.3% and indirect 40.3% interests in Enersis Américas to Enel Iberoamérica. Following the transaction, Enel continued to beneficially own 60.6% of Enersis Américas, separate from the other businesses of Endesa Spain.

In early 2015, Enel began to study how to address certain limitations of the Enersis Américas group corporate structure, including:

 

    the complex corporate structure with cross-ownership of investments, holding companies owning businesses in multiple business segments without geographic focus, and structural inefficiencies for decision making;

 

    duplication of investment vehicles, with Enersis Américas and Endesa Chile potentially competing with each other for investments;

 

    limited ability to address differentiated markets with differentiated needs; and

 

    reduced visibility of certain assets, such as the Chilean distribution business and the non-Chilean assets, resulting in undervaluation by the market.

Enel focused its analysis on methods to separate the Chilean and non-Chilean assets and businesses of the Enersis Américas group and to group them by geographic focus, which resulted in a structure involving spin-offs to separate the Chilean and non-Chilean assets and businesses of Enersis Américas, Endesa Chile and Chilectra, to be followed by a merger of the companies holding the non-Chilean businesses into a single company. While Enel continued to study which way the spin-offs would be effected for each company (i.e., spin-off of Chilean business vs. spin-off of non-Chilean businesses), the basic transaction structure of the spin-offs followed by the merger remained the same.

On April 22, 2015, Enel informed the market through an essential fact (“Hecho Esencial”) filing that it was evaluating a potential corporate reorganization process involving Enersis Américas, Endesa Chile and Chilectra that would separate Enel’s businesses and assets in Chile from those in Argentina, Brazil, Colombia and Peru so that the Chilean businesses and the non-Chilean businesses could be grouped by geographic area (the “Reorganization”).

 

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The proposed Reorganization would involve (i) each of Endesa Chile and Chilectra separating their respective Chilean and non-Chilean businesses by means of a “división” or “demerger” under Chilean law, followed by Enersis Américas separating its Chilean and non-Chilean businesses, including the shares of the demerged entities of Endesa Chile and Chilectra, also by means of a “división” or “demerger” under Chilean law (collectively, the “Spin-Offs”), and (ii) the merger of the three companies holding the non-Chilean businesses of Enersis Américas, Endesa Chile and Chilectra after the Spin-Offs (the “Merger”).

The proposed Reorganization would be effected under the following conditions:

 

    it must be carried out on arm’s length terms;

 

    it must not alter the existing control structure;

 

    it must not require the contribution of additional financial resources by shareholders;

 

    it should not result in any significant financial cost;

 

    it must be compatible with existing antitrust restrictions applicable to Enersis Américas, Endesa Chile and Chilectra; and

 

    the newly created companies in the Spin-Off would be organized and headquartered in Chile and their shares would be traded on the Chilean Stock Exchanges and, in the case of Enersis Chile and Endesa Américas, also on the NYSE.

The Board of Directors of Enersis Américas met on April 28, 2015 and unanimously resolved to analyze the proposed Reorganization and authorized the management of Enersis Américas to analyze the proposed Reorganization. Since such Reorganization would also involve Endesa Chile and Chilectra, the Board of Directors of Enersis Américas also resolved to inform the Boards of Directors of Endesa Chile and Chilectra of such decision and request that the respective Boards of Directors also consider the proposed Reorganization. Following notice of such resolution of the Board of Directors of Enersis Américas, the Boards of Directors of Endesa Chile and Chilectra each met on April 28, 2015 and also authorized the managements of the respective companies to analyze the proposed Reorganization.

During May 2015, the management teams of each of Enersis Américas, Endesa Chile and Chilectra led by their respective Chief Executive Officers, Luca D’Agnese, Valter Moro and Andreas Gebhardt, independently analyzed the Reorganization proposal including the Chilean legislation requirements as requested by their respective Boards.

In view of the controlled company status of each of Enersis Américas, Endesa Chile and Chilectra, their respective managements considered the potential application of certain requirements applicable to “related party transactions” under Chilean law. Article 146 of the Chilean Companies Act establishes that related party transactions must comply with corporate interests, as well as prices, terms and conditions prevailing in the market at the time of their approval. The related party transactions must also meet all legal requirements, including acknowledgement and approval of the transaction by the Board (excluding the interested directors), by the shareholders (in some cases, with requisite majority approval) and by any applicable regulatory procedures.

On May 18, 2015, Enersis Américas submitted an interpretive request letter with the SVS seeking to (i) confirm that the Spin-Offs would not constitute related party transactions under Chilean law; (ii) confirm that the Merger also would not constitute a related party transaction under Chilean law; (iii) request that the SVS identify the companies or persons that should be considered as related parties in case any of the transactions relating to the Reorganization would constitute a related party transaction under Chilean law; and (iv) confirm that statutory dissenters’ withdrawal rights do not apply to the Spin-Offs.

As part of the analysis of the proposed Reorganization, the respective Boards of Directors of Enersis Américas, Endesa Chile and Chilectra determined that the assistance of financial advisors to plan and analyze the

 

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Reorganization would be advisable. On June 22, 2015, Boards of Directors of Enersis Américas and Endesa Chile each met and resolved to engage separate financial advisors to advise the respective companies and analyze the proposed Reorganization, including the Merger. The Board of Directors of Chilectra, on September 15, 2015, appointed a financial advisor to engage in the same task. The scope of work the financial advisors were engaged to perform included:

 

    Assisting the companies in establishing a framework to assess certain quantitative considerations and other financial considerations of the transaction;

 

    Performing customary financial analyses of the companies and a valuation, to assist the companies in proposing a merger exchange ratio;

 

    Assisting the companies with developing a general strategy for accomplishing the transaction, including articulating the transaction’s rationale and positioning; and

 

    Advising and assisting the respective companies’ senior management in making presentations to the respective Boards of Directors and being available at the companies’ request to meet with the respective Boards of Directors to discuss the transaction and to attend the extraordinary shareholders’ meetings.

On July 20, 2015, Enersis Américas, Endesa Chile and Chilectra each received a letter from the SVS regarding the proposed Reorganization in response to the interpretive request letter submitted on May 18, 2015 (the “July 2015 SVS Letters”). The July 2015 SVS Letters confirmed that the Spin-Offs and the Merger did not constitute related party transactions under Chilean law but imposed certain requirements for the Reorganization, including among other things, the obligation to publicly provide information regarding all of the proposed transactions that are part of the Reorganization to shareholders prior to the extraordinary shareholders’ meetings of the respective companies to approve the Spin-Offs.

Following the issuance of the July 2015 SVS Letters, a Chilean pension fund shareholder of Enersis Américas and Endesa Chile, AFP Hábitat, brought action against the SVS in the Santiago Court of Appeals on August 8, 2015. AFP Hábitat and later AFP Capital, another Chilean pension fund shareholder which subsequently became a plaintiff in the claim, argued that the transactions that constitute the Reorganization were in fact related party transactions under Chilean law and that SVS did not have the authority to determine that the Spin-Offs and the Merger did not constitute related party transactions

On March 22, 2016, in connection with the litigation brought by AFP Hábitat and AFP Capital, the Santiago Court of Appeals reversed the SVS decision and ruled that the Merger is a related party transaction subject to the requirements for related party transactions under Chilean law but agreed with the SVS decision that the Spin-Offs are not related party transactions. The SVS decided not to appeal this decision in any way and, therefore, the ruling became a final and definitive judgment.

Article 147 of the Chilean Companies Act provides that a public company may enter into a related party transaction when it is in the best interest of the company and is entered into under price, terms and conditions prevailing in the market at the time of approval. A related party transaction must meet the additional key terms: (i) directors and executive officers who have an interest in the related party transaction shall disclose such interest; (ii) a majority of the disinterested Board of Directors or two thirds of the issued voting shares at an extraordinary shareholders’ meeting must approve the related party transaction; and (iii) the Board of Directors resolutions adopting the related party transaction must be disclosed at the next shareholders meeting along with the identification of the members who approved said transaction.

If an extraordinary shareholders’ meeting is held to approve the related party transaction, the following requirements must also be met: (i) the Board of Directors must appoint at least one independent valuator to report on the conditions, effects and potential impact of the transaction on the company to shareholders; (ii) the Directors’ Committee may appoint an additional independent valuator; (iii) the reports of the independent

 

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valuators must be made publicly available; and (iv) each director must make a publicly available statement as to whether the related party transaction is in the best interest of the company as well as disclose any relationship with the counterparty or such director’s interest in the related party transaction.

On July 27, 2015, the respective Boards of Directors of Enersis Américas, Endesa Chile and Chilectra resolved to announce the details regarding the steps to carry out the proposed Reorganization in the event the Reorganization is approved by shareholders. In addition, the Boards of Directors of Enersis Américas and Endesa Chile resolved that the respective Directors’ Committees would issue a specific declaration regarding the Reorganization in line with the terms outlined in the July 2015 SVS Letters.

The Directors’ Committee of each of Enersis Américas and Endesa Américas is a standing committee required under Chilean law and was not specifically formed for the purposes of the Reorganization. The Directors’ Committee also serves as the independent Audit Committee of Enersis Américas and Endesa Américas.

In order to carry out the mandate of such resolutions, on August 13, 2015, the respective Directors’ Committees of Enersis Américas and Endesa Chile appointed financial advisors for purposes of analyzing the proposed Reorganization, including the Merger.

Their scope of work and main actions were:

 

    Advising the Directors’ Committees about the transaction from a strategic and financial point of view, identifying benefits and risks related to the transaction;

 

    Submitting their reports to the Directors’ Committees, including their opinion about the transaction. These reports were published in November 2015 as part of the voting materials for the extraordinary shareholders’ meetings that took place on December 18, 2015; and

 

    Assisting the Directors’ Committees in preparing their reports on the transaction, providing technical support in analyzing information provided by management, the Board of Directors’ financial advisors and independent appraisers. The Directors’ Committees reports were published in November 2015 as part of the voting materials for the extraordinary shareholders’ meetings that took place on December 18, 2015.

On September 15, 2015, each of the Boards of Directors of Enersis Américas, Endesa Chile and Chilectra appointed an independent appraiser, as required by the July 2015 SVS Letters, to issue a report on the preliminary estimated value of the entities that will merge and the preliminary estimates of the merger exchange ratios pursuant to which shareholders of Endesa Américas and Chilectra Américas will receive shares in Enersis Américas in connection with the Merger. The independent appraisers each assessed the economic value of Enersis Américas, Endesa Chile and Chilectra based on the financial projections provided by the management of each company, prepared on information generated from internal operating models, in order to provide preliminary estimates of the merger exchange ratios.

At meetings of the Board of Directors of Enersis Américas held in September and October 2015, a director, Mr. Rafael Fernández M., proposed for consideration an alternative structure for reorganizing the business based on grouping the business by segments (electricity generation on the one hand, and electricity distribution and transmission on the other hand), rather than by geography. After consideration of Mr. Fernández’s proposal, the Board of Directors of Enersis Américas chose not to adopt Mr. Fernández’s alternative proposal principally on the basis that integrated electricity generation and distribution companies face less market risk than stand-alone electricity generation or distribution companies. From an operational point of view, the alternative reorganization by business segments was also considered to be more complex to complete.

From August 2015 through December 2015, the executive officers and Boards of Directors of Enersis Américas, Endesa Chile and Chilectra, as well as the Directors’ Committees of Enersis Américas and Endesa Chile each held periodic meetings to review the proposed Reorganization.

 

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During October 2015, the respective managements of Enersis Américas, Endesa Chile and Chilectra furnished the independent appraisers with certain financial projections for the five-year period 2016 – 2020 for Enersis Américas, Endesa Américas and Chilectra Américas assuming completion of the Spin-Offs. Neither Enersis Américas, Endesa Chile nor Chilectra publicly disclose management projections of the type provided to the independent appraisers in connection with their calculations of the estimated exchange ratios, and such projections were not prepared with a view toward public disclosure. Those projections were based on market and macroeconomic variables that are inherently uncertain and are beyond the control of management, including:

 

    Exchange rate differences, inflation, and GDP growth;

 

    Commodity prices, including Brent Oil, Henry Hub Gas, Coal API2, and WTI prices; and

 

    Market conditions in the countries where the companies and their subsidiaries operate, such as hydrological conditions and the increase in electricity demand.

Additionally, the projections were based on a number of business assumptions with regards to regulation, volumes and prices of energy sales and purchases, operating cost, capital expenditures and future divestitures, which represent the management’s best estimates.

Below is a summary of the material financial projections provided to the independent appraisers with respect to Enersis Américas, Endesa Américas and Chilectra Américas.

Enersis Américas consolidated

 

     2016     2017     2018     2019     2020  
     In thousands of Ch$  

Total Revenues

     4,950,044,157        5,181,671,258        5,601,189,833        5,899,970,651        6,145,810,226   

EBITDA

     1,649,941,807        1,880,174,552        2,051,950,542        2,164,011,241        2,242,965,595   

Operating Income

     1,265,519,272        1,512,513,318        1,675,543,827        1,772,100,311        1,847,259,856   

Net Income

     583,533,235        845,467,079        941,580,185        1,038,555,475        1,076,498,942   

Capex

     (865,868,134     (690,982,502     (816,158,605     (769,310,872     (770,950,427

Endesa Américas consolidated

 

     2016     2017     2018     2019     2020  
     In thousands of Ch$  

Total Revenues

     1,221,021,514        1,380,392,316        1,486,403,431        1,566,750,216        1,547,422,584   

EBITDA

     696,196,347        783,734,176        828,077,894        872,391,153        870,682,482   

Operating Income

     575,013,353        660,252,997        704,161,866        743,854,905        740,209,366   

Net Income

     363,666,916        430,966,278        459,906,985        511,030,165        505,529,874   

Capex

     (219,805,112     (156,643,051     (140,433,339     (107,228,068     (135,108,313

Chilectra Américas consolidated

 

     2016     2017     2018     2019     2020  
     In thousands of Ch$  

Total Revenues(1)

     —          —          —          —          —     

EBITDA

     (2,882,531     (1,688,529     (1,711,399     (1,737,240     (1,763,857

Operating Income

     (2,882,531     (1,688,529     (1,711,399     (1,737,240     (1,763,857

Net Income

     31,812,291        58,395,230        77,729,632        87,625,481        102,498,733   

Capex(1)

     —          —          —          —          —     

 

(1) Chilectra Américas is a holding company with no operations. Chilectra Américas has only one non-operating subsidiary and as a result, on a consolidated basis, Chilectra Américas does not have any revenues or capital expenditure expenses.

 

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The following table sets forth the main variables that were used to prepare the projections:

 

GDP

          2016        2017        2018        2019        2020  

Argentina

        2.2%           3.2%           3.8%           3.8%           3.8%   

Brazil

        0.2%           1.6%           2.8%           3.0%           3.0%   

Chile

        3.2%           3.7%           4.2%           4.2%           4.2%   

Colombia

        3.3%           3.7%           4.0%           4.0%           4.0%   

Peru

        4.2%           4.5%           4.8%           4.8%           4.7%   
                         

CPI

          2016        2017        2018        2019        2020  

Argentina

        24.6%           21.1%           15.5%           12.2%           12.1%   

Brazil

        6.2%           5.5%           5.0%           4.7%           4.1%   

Chile

        3.3%           3.2%           3.1%           3.0%           3.0%   

Colombia

        3.6%           3.4%           3.2%           3.2%           3.2%   

Peru

        3.0%           2.9%           2.6%           2.4%           2.4%   
                         

Electricity demand

     2016        2017        2018        2019        2020  

Argentina

        2.3%           3.0%           3.4%           3.3%           3.3%   

Brazil

        0.3%           1.5%           2.6%           2.9%           2.7%   

Chile

        3.0%           4.0%           4.3%           4.2%           4.2%   

Colombia

        3.2%           3.4%           3.7%           3.5%           3.5%   

Peru

        4.9%           5.2%           5.6%           5.4%           5.0%   
                         

FX

     2016        2017        2018        2019        2020  

Argentina

     AR$/US$         11.0           12.5           14.0           15.0           16.0   

Brazil

     R$/US$         3.9           3.9           3.8           3.8           3.7   

Chile

     Ch$/US$         680           670           660           655           645   

Colombia

     CPs/US$         3,100           3,050           3,000           2,900           2,800   

Peru

     Soles/US$         3.3           3.3           3.2           3.2           3.2   
                         

Commodities

          2016        2017        2018        2019        2020  

Brent

     US$/bbl         63.4           65.6           70.4           73.5           76.1   

WTI

     US$/bbl         56.7           60.8           65.9           69.9           73.0   

Henry Hub Gas

     US$/MBtu         3.2           3.4           3.7           3.9           4.0   

Coal API2

     US$/t         59.7           64.4           68.3           71.4           73.7   

The market and business assumptions and macroeconomic variables might change depending on the electricity market conditions, such as hydrology, regulation, among others, and the volatility of international markets, which are beyond management’s control. Therefore, actual results may vary significantly from those set forth in the projections.

On November 4, 2015, the Directors’ Committee of Enersis Américas composed of Messrs. Hernán Somerville S., Herman Chadwick P. and Rafael Fernández M. issued a report to the Board of Directors of Enersis Américas setting forth its conclusions regarding the Reorganization. A majority of the Directors’ Committee concluded that the Reorganization was in the best interest of Enersis Américas. Mr. Fernández dissented and highlighted, among other things, the negative present value for Enersis Américas in the first five years after the consummation of the Reorganization due to costs relating to the Spin-Offs and reduced regional diversification, as well as the possibility that the expected benefits of the Reorganization may not be realized.

On November 4, 2015, the Directors’ Committee of Endesa Chile composed of Messrs. Enrique Cibié B., Felipe Lamarca C. and Jorge Atton P. also issued a report to the Board of Directors of Endesa Chile. In the report, the Directors’ Committee expressed various concerns regarding the Reorganization including, among other things, potential negative tax consequences, as well as a potential adverse impact on Endesa Chile and its shareholders in the event the Spin-Offs were completed but the Merger was not consummated or was approved

 

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with a merger exchange ratio that is unfavorable for the shareholders of Endesa Américas. In order to address such concerns, the Directors’ Committee indicated that certain conditions should be imposed in order to mitigate the risks faced by Endesa Chile and its shareholders. These conditions include, among other things, compensation of capital gains taxes to be incurred by Endesa Chile in connection with the spin-off of Endesa Américas in the event the Merger is not completed and also ensuring that the shareholders of Endesa Américas that object to the Merger have the ability to exercise their statutory merger dissenters’ withdrawal rights at a price that is equal to the market value of Endesa Chile prior to the announcement of the Spin-Offs.

On November 5, 2015, the Board of Directors of Enersis Américas met to evaluate the Reorganization. After due consideration of the expected benefits from the Reorganization, the terms and conditions of the Reorganization as well as its consequences, implications and contingencies, a majority of the Board of Directors determined that the Reorganization, including the Merger, is in the best interest of Enersis Américas and its shareholders and approved the Reorganization. In addition, the Board of Directors of Enersis Américas reviewed (i) the preliminary referential report of Mr. Rafael Malla, an independent appraiser (perito independiente) appointed pursuant to the July SVS Letters and (ii) the written presentation of Credicorp Capital Asesorĺas Financieras S.A. (formerly known as IM Trust Asesorĺas Financieras S.A., “Credicorp Capital”), which was prepared in accordance with Article 147 of the Chilean Companies Act as if it were an independent valuator in the context of a related party transaction under Chilean law. The Board of Directors reviewed both documents, including the preliminary estimates of the merger exchange ratio ranges of 2.3 to 2.8 shares of Enersis Américas for each share of Endesa Américas and 4.1 to 5.4 shares of Enersis Américas for each share of Chilectra Américas contained in Mr. Malla’s preliminary referential report. See “—Enersis Américas—Summary of Preliminary Referential Report of Prior Independent Appraiser of Enersis (Rafael Malla)” and “—Enersis Américas—Summary of Report of Additional Independent Valuator of Enersis Américas (Credicorp Capital)”. Based on review of such information and extensive discussions, the Board of Directors announced the preliminary estimated ranges of the merger exchange ratios to be proposed to the shareholders of the companies that are party to the Merger, which were in the range of 2.3 to 2.8 shares of Enersis Américas for each share of Endesa Américas and 4.1 to 5.4 shares of Enersis Américas for each share of Chilectra Américas. One director, Mr. Fernández, dissented and reiterated his views that were expressed in the Enersis Américas’ Directors’ Committee report issued on November 4, 2015.

The Board of Directors of Endesa Chile also met on November 5, 2015 to evaluate the Reorganization. The Board of Directors reviewed and duly considered the expected benefits from the Reorganization, the terms and conditions of the Reorganization as well as its consequences, implications and contingencies, including the risks highlighted by the Directors’ Committee, including the potential negative tax consequences. Based on such review, a majority of the Board of Directors concluded that the Reorganization, including the Merger, is in the best interest of Endesa Chile. All three members of the Directors’ Committee of Endesa Chile indicated that they would only concur with such determination if the conditions to mitigate the risks to Endesa Chile and its shareholders as described in the Endesa Chile Directors’ Committee report were implemented. In addition, the Board of Directors of Endesa Chile reviewed (i) the preliminary referential report of Mr. Colin Becker, an independent appraiser (perito independiente) appointed pursuant to the July SVS Letters and (ii) the report of Asesorĺas Tyndall SpA (formerly known as Asesorĺas Tyndall Limitada, “Tyndall”), whose scope of work was equivalent to the one of an independent valuator in the context of a related party transaction pursuant to Article 147 of the Chilean Companies Act. The Board of Directors reviewed both documents, including the preliminary estimates of the merger exchange ratio ranges of 2.7110 to 3.7706 shares of Enersis Américas for each share of Endesa Américas and 2.3904 to 4.4282 shares of Enersis Américas for each share of Chilectra Américas contained in Mr. Becker’s preliminary referential report. See “—Endesa Américas—Summary of Independent Appraiser of Endesa Américas (Colin Becker)” and “—Endesa Américas—Summary of Report of Additional Independent Valuator of Endesa Américas (Tyndall)”. Based on review of such information and extensive discussions, the Board of Directors unanimously agreed to announce the preliminary estimated range of the merger exchange ratio to be in the range of 2.75 to 3 shares of Enersis Américas for each share of Endesa Américas.

 

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The Board of Directors of Chilectra also met on November 5, 2015 to evaluate the Reorganization. The Board of Directors reviewed and duly considered the expected benefits from the Reorganization, the terms and conditions of the Reorganization as well as its consequences, implications and contingencies. Based on such review, the Board of Directors unanimously concluded that the Reorganization, including the Merger, is in the best interest of Chilectra. In addition, the Board of Directors unanimously agreed to begin the preliminary process for separating the Chilean distribution business from those businesses outside of Chile, through the spin-off of Chilectra Américas by Chilectra. The Board of Directors also announced the preliminary estimated merger exchange ratio at a minimum of 3.83 shares of Enersis Américas for each share of Chilectra Américas.

The following information was made public on the respective websites of Enersis Américas, Endesa Chile and Chilectra as required by the July 2015 SVS Letters prior to a vote by shareholders of Enersis Américas, Endesa Chile and Chilectra on the Spin-Offs:

 

    detailed information on the objective and benefits expected from the Reorganization, including the Spin-Offs and the Merger, as well as their terms and conditions;

 

    consolidated financial statements as of September 30, 2015;

 

    pro forma combined statements of financial position that present the asset, liability and equity accounts of the entity to be divided, a column of pro forma adjustments and the balances that represent the continuing and the new entities, respectively, as of October 1, 2015;

 

    descriptions of the principal assets allocated and the liabilities assigned to the new entities in connection with Spin-Offs;

 

    presentations by the financial advisors of the Boards of Directors of Enersis Américas, Endesa Chile and Chilectra;

 

    reports issued by the financial advisors of the Directors’ Committees of Enersis Américas and Endesa Chile;

 

    reports issued by the Directors’ Committees of Enersis Américas and Endesa Chile;

 

    resolutions of the respective Boards of Directors; and

 

    reports issued by the respective independent appraisers of Enersis Américas, Endesa Chile and Chilectra on the preliminary estimated value of the entities that will be merged and preliminary estimates of the merger exchange ratios of the corresponding shares.

On November 6, 2015, Mr. Luca D’Agnese, the Chief Executive Officer of Enersis Américas, conducted investor presentations to discuss the Reorganization and presented relevant information about future investments and financial targets in connection with the Reorganization. Subsequently, in meetings held on November 10, 2015, each of the Boards of Directors of Enersis Américas, Endesa Chile and Chilectra summoned extraordinary shareholders’ meetings of the respective companies to approve the Spin-Offs to be held on December 18, 2015.

On November 9, 2015, Mr. Ricardo Rodríguez M, the CEO of AFP Provida, a shareholder of Endesa Chile, sent a letter to Mr. Borja Acha B., the Chairman of the Board of Enersis Américas, in which AFP Provida requested a mechanism to ensure a minimum price for the minority shareholders of Endesa Américas. The letter also indicated that this mechanism should be set based on current market prices to protect minority shareholders if they decided to exercise statutory merger dissenters’ withdrawal rights.

In response to the AFP Provida letter, the Board and management of Enersis Américas considered several alternatives to protect the minority shareholders of Endesa Américas, including:

 

    Set the price of the statutory merger dissenters’ withdrawal rights in advance without setting an exercise limit, which was not viable because it is not legally possible to set the price of the withdrawal rights in advance.

 

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    Planning to repurchase Endesa Américas’ shares (treasury shares), which was not viable because the maximum buyback is limited to 5% of the share capital and retained earnings.

 

    Reducing capital or paying extraordinary dividends, which was not viable because a non-proportional distribution to shareholders is not viable in Chile and would have adverse tax consequences.

 

    A fixed price tender offer to be conducted concurrent with the statutory merger dissenters’ withdrawal right exercise period.

On November 18, 2015, the SVS issued additional letters regarding the Reorganization to Enersis Américas, Endesa Chile and Chilectra (the “November 2015 SVS Letters”). The November 2015 SVS Letters required, among other things, the respective Boards of Directors of the companies to issue a statement explaining the risks, consequences, implications or contingencies regarding the Reorganization, as well as establishing the specific merger exchange ratios to be proposed.

On November 23, 2015, Mr. Acha of Enersis Américas received a letter from Mr. Giulio Fazio of Enel (the “November 2015 Enel Letter”), which reflected the resolutions adopted by the Board of Directors of Enel at its meeting held on November 17, 2015. The November 2015 Enel Letter provided that, in order to resolve any potential conflicts between Enel Green Power and Endesa Chile, Enel will negotiate an agreement with Endesa Chile regarding the joint development of renewable energy projects in Chile in the event all of the transactions contemplated in the Reorganization are consummated. In addition, the November 2015 Enel Letter also provided that while Enel Iberoamérica remains the majority shareholder of Enersis Américas, Enersis Américas and Enersis Chile will be the Enel group’s sole investment vehicles in South America in generation, distribution and sale of electricity, except for renewable energy investments currently being developed by Enel or any other company within the Enel group.

Subsequent to the delivery of the November 2015 Enel Letter, Enersis Américas received a legal opinion dated December 2, 2015, from Chiomenti Studio Legale (“Chiomenti”), an Italian law firm representing Enel, which opined that the Enel commitments in the November 2015 Enel Letter are binding upon Enel under Italian law. Chiomenti was engaged by Enel in December 2015 to issue such legal opinion based on the fact that Chiomenti is an Italian law firm with relevant expertise and was available to issue the requested legal opinion under Italian law within a short time frame. The amount of fees paid to Chiomenti in connection with the delivery of its legal opinion is approximately US$15,000 and no portion of such fees was contingent on the consummation of the Reorganization. During the past two years Chiomenti and its affiliates provided other immaterial services to Enel and its affiliates, the fees for which are believed to be, in the aggregate, immaterial to Chiomenti and its affiliates.

In response to the November 2015 SVS Letters and after reviewing the November 2015 Enel Letter, the Board of Directors of Enersis Américas and Mr. D’Agnese held a meeting on November 24, 2015. In compliance with the November 2015 SVS Letters, the Board of Directors reviewed and discussed the potential risks associated with the Reorganization, which have been previously identified, reviewed and discussed by the Boards of Directors of Enersis Américas and Endesa Chile. These risks, among others, included the possibility that the Merger may not be consummated, credit rating downgrades, legal actions challenging the Reorganization, reduction of market liquidity, tax risks, reduced investor interest, conflicts of interest with Enel Green Power, and possible changes to the merger exchange ratios. The Board of Directors also reviewed and considered measures that may address such risks, including mechanisms to protect the minority shareholders of Endesa Américas, indemnification of Endesa Chile by Enersis Américas for tax costs incurred in connection with the spin-off of Endesa Américas in the event the Merger does not occur, methods to avoid conflicts of interest with Enel as well as the November 2015 Enel Letter, among others.

Based on such review, a majority of the Board of Directors of Enersis Américas adopted resolutions and issued a statement which, among other things, provided that:

 

    Enel’s proposal and commitment included in the November 2015 Enel Letter would be reviewed;

 

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    the preliminary estimated merger exchange ratios expected to be proposed at the extraordinary shareholders’ meeting of Enersis Américas to approve the Merger would be 2.8 shares of Enersis Américas for each share of Endesa Américas and 5.0 shares of Enersis Américas for each share of Chilectra Américas;

 

    in order to protect the minority shareholders of Endesa Américas, Enersis Américas, subject to the completion of the Spin-Offs and satisfaction of certain other conditions of the Merger, would conduct a tender offer for all of the shares of Endesa Américas (including in the form of ADSs represented by ADRs) at a proposed tender offer price of Ch$ 236 per share of Endesa Américas prior to the consummation of the Merger (the “Tender Offer”). The initial price of Ch$ 236 per share of Endesa Américas was based on the average share price of Endesa Chile for the three-month period ended November 20, 2015 and weighted by the relative contribution of the non-Chilean businesses to the value of Endesa;

 

    The consummation of the Merger and the Tender Offer would be conditioned on withdrawal rights exercised in connection with the Merger being less than (i) 6.73% of the outstanding shares of Enersis Américas and 7.72% of the outstanding shares of Endesa Américas, both of which are calculated based on the reduction of the number of outstanding shares that would increase the respective controlling shareholder’s ownership above the 65% of the outstanding shares limit in their respective bylaws, and (ii) 0.91% of the outstanding shares of Chilectra Américas, which represents the shares not owned by the controlling shareholder; and

 

    Management of Enersis Américas would be authorized to review and negotiate a potential tax indemnification agreement with Endesa Chile, pursuant to which Enersis Américas would indemnify Endesa Chile for its tax costs associated with the spin-off of Endesa Américas in the event the Merger is not consummated by December 31, 2017 (the “Tax Indemnification Agreement”).

Mr. Fernández dissented from the resolutions regarding the proposed merger exchange ratios and the Tax Indemnification Agreement and issued a separate statement explaining his position. In his dissent, Mr. Fernández expressed concern that the Reorganization was primarily being driven by Enel, the ultimate controller of Enersis Américas, as well as by directors and executive officers associated with Enel. He also indicated that reorganizing the businesses by business lines instead of geography would better achieve the objectives of the declared purposes of the Reorganization and questioned whether objectives of the Reorganization, such as reducing the holding company discount and simplifying the decision making process, can be truly achieved. In addition, Mr. Fernández highlighted the potential risks to the shareholders of Enersis Américas, including among other things, the possibility that the Merger may not be consummated, litigation, and the risk of reduced liquidity. With respect to the Tax Indemnification Agreement, Mr. Fernández argued that Enel, instead of Enersis Américas, should indemnify Endesa Chile for its tax costs incurred in connection with the spin-off of Endesa Américas because while Endesa Chile will incur tax costs at the time of the spin-off, it is expected to take more than five years for Enersis Américas to internalize any tax benefits in connection with the spin-off of Enersis Chile. Finally, Mr. Fernández also indicated that since he was against the proposed Reorganization, he was unable to make a pronouncement on the preliminary estimated merger exchange ratios but urged the Board of Directors of Enersis Américas to implement procedures for related party transactions under Article 147 of the Chilean Companies Act for purposes of the merger exchange ratios. Notwithstanding such dissent, however, Mr. Fernández joined the other members of the Board in unanimously approving the other resolutions.

The Board of Directors of Endesa Chile also met on November 24, 2015 and reviewed and discussed the potential risks associated with the Reorganization highlighted in the November 2015 SVS Letters, including among other things, tax risks, potential discounts to the share prices of Endesa Chile and Endesa Américas following the Spin-Offs, conflicts of interest with Enel Green Power, the possibility that the Merger may not be consummated for reasons beyond the control of Endesa Américas and possible changes to the merger exchange ratios. In compliance with the instructions set forth in the November 2015 SVS Letters, the Board of Directors also discussed potential risk mitigating measures, such as mechanisms to protect the minority shareholders of

 

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Endesa Américas, indemnification of Endesa Chile by Enersis Américas for tax costs incurred in connection with the spin-off of Endesa Américas in the event the Merger does not occur, measures to avoid possible conflicts of interest with Enel and its subsidiaries, potential provisions that may be inserted to the bylaws of Endesa Chile to protect its value, and mechanisms to ensure greater certainty regarding the Merger and the merger exchange ratios.

After due consideration, a majority of the Board of Directors of Endesa Chile also adopted resolutions and issued a statement which, among other things, provided that:

 

    the proposed Tender Offer would be reviewed;

 

    the Chief Executive Officer of Endesa Chile would be authorized to review and negotiate the Tax Indemnification Agreement;

 

    Enel’s proposals and commitment included in the November 2015 Enel Letter would be reviewed; and

 

    the preliminary estimated merger exchange ratios of 2.8 shares of Enersis Américas for each share of Endesa Américas and 5.0 shares of Enersis Américas for each share of Chilectra Américas proposed by the Board of Directors of Enersis Américas would be considered.

Messrs. Atton, Cibié and Lamarca and Ms. Marshall, four of the nine directors to the Board, dissented from the majority view and expressed, among other views, that the proposed Reorganization included insufficient risk mitigation measures, that the Reorganization was not in the best interests of Endesa Chile, that it did not create value, that it was asymmetrical in terms of a cost/benefit analysis in that most of the costs would be borne by Endesa Chile shareholders while most of the benefits would accrue to Enersis Américas shareholders and that the decisions adopted by the majority directors, appointed by the majority controller, have a conflict of interest.

Among the potential risks, the dissenting directors mentioned that there are others risks that were not considered by the majority vote of the Board of Directors:

 

    under the existing regulations for demergers and mergers, dissenting shareholders cannot exercise their opposition until the extraordinary shareholders’ meeting convened for that purpose and the price for these statutory merger dissenters’ withdrawal rights may be insufficient;

 

    once the Spin-Offs are effected, the definitive share exchange ratio may turn out to be less favorable than the preliminary estimated exchange ratio approved at the time the Reorganization was approved;

 

    once the Spin-Offs are effected, the Merger may not occur, in which case two problems would arise:

 

    Endesa Américas would have a US$ 167 million tax liability in Peru, partially offset by a tax credit for US$ 40 million, with a net tax liability of approximately US$ 127 million; and

 

    Endesa Américas’ shares would become unattractive since it would represent isolated assets without an identity or an organizational structure;

 

    Endesa Chile and Enersis Américas may no longer have compelling “equity stories” and their shares may trade at a significant discount relative to the value of their underlying assets, due to the following considerations:

 

    Endesa Chile would become a company without growth prospects, and instead would simply accumulate cash from operations, and such cash might not be distributed to its shareholders. It was noted by the dissenting directors that this is not a theoretical risk but one that arises from statements from management of Enel and Enersis Américas, in which representations have been made that Endesa Chile’s traditional power plants would be curtailed in favor of NCRE power, and as such Endesa Chile would become a mere energy trading company;

 

   

In the case of Enersis Américas, there is a risk that this company may become a purely financial holding company, and as such would be subject to the same corporate holding discount rates

 

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applicable in the market, with the additional consideration that its assets would all be outside Chile, making a peer comparison difficult for lack of comparable cases; and

 

    There is also the risk of a loss of efficiency arising from the fact that operations are separated and therefore no longer enjoy economies of scale.

In addition, Messrs. Atton, Cibié and Lamarca and Ms. Marshall mentioned, among the potential risk-mitigating measures adopted by the Board of Directors, that:

 

    the tender offer price of Ch$ 236 per common share (and its equivalent in ADSs) of Endesa Américas to be offered by Enersis Américas was insufficient;

 

    the tender offer did not fully cover the risk of the Merger not taking place since the Merger is scheduled to take place only if it is approved by extraordinary shareholders’ meetings of Endesa Américas, Enersis Américas and Chilectra Américas;

 

    an exchange ratio that would provide Endesa Chile shareholders an equity participation of 15.76% of Enersis Américas (the equivalent of 2.8 shares) was deemed insufficient and should instead be at least 16.7%; and

 

    they did not agree with the scope and conditions of the business plan proposed in connection with Enel Green Power, stating that in lieu of an intention to simply negotiate, it would have been preferable to merge the Chilean and non-Chilean assets pertaining to Enel Green Power with Endesa Chile or Endesa Américas, as appropriate.

The Board of Directors of Chilectra also met on November 24, 2015 and reviewed and discussed the potential risks associated with the Reorganization highlighted in the November 2015 SVS Letters, including among other things, tax risks, potential discounts to the share prices of Chilectra and Chilectra Américas following the Spin-Offs, the possibility that the Merger may not be consummated for reasons beyond the control of Chilectra and possible changes to the merger exchange ratios. After due consideration, the Board of Directors of Chilectra also adopted resolutions and issued a statement which, among other things, provided that the merger exchange ratio preliminarily expected to be proposed at the extraordinary shareholders’ meeting of Chilectra to approve the Merger would be 5.0 shares of Enersis Américas for each share of Chilectra Américas.

Following such meetings, management of Enersis Américas, Endesa Chile and Chilectra also submitted formal responses to the November 2015 SVS Letters to report the conclusions reached by the respective Boards of Directors.

On December 16, 2015 , Mr. Acha of Enersis Américas, received a letter signed by Messrs. Ricardo Rodriguez M. and Pedro Atria M., the Chief Executive Officers of the Chilean pension funds AFP Provida and AFP Cuprum, respectively, both minority shareholders of Enersis Américas. They stated the intention of both AFP Provida and AFP Cuprum to support the Reorganization of Enersis Américas and its subsidiaries, and the spin-offs by Enersis Américas and Endesa Chile, subject to the following conditions:

 

    The price for the future tender offer of Enersis Américas to Endesa Américas would be Ch$ 285 per share.

 

    In order to reduce the risk of withdrawal rights condition being exceeded, the limit on the number of the Enersis Américas shareholders exercising statutory merger dissenters’ withdrawal rights in connection with the Merger would increase from 6.73% to 10%, so long as such increase would not cause Enel to exceed the 65% ownership limit established in the bylaws of Enersis Américas once the Merger was complete.

 

    The terms of the Tax Indemnification Agreement would be modified so that Enersis Américas would indemnify Endesa Chile in any event if the Merger did not occur by December 31, 2017.

 

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    Endesa Chile would have the option to participate in new non-conventional renewable energy projects, developed by Enel Green Power in Chile, through the acquisition of up to 40% of the capital in one or more project companies, at a price equivalent to the cost of the project.

 

    For a period of five years from the shareholders’ meeting approving the Merger, Enel would not encourage any corporate reorganization process that would affect Enersis Américas, with the exception of corporate reorganizations at the subsidiary level of Enersis Américas.

On December 17, 2015, Mr. Acha received a letter signed by Eduardo Vildósola C., the Chief Executive Officer of the Chilean pension fund AFP Capital, another minority shareholder of Enersis Américas, stating that certain minimum conditions should be implemented for the Reorganization to be beneficial, which were identical to the conditions contained in the letter from AFP Provida and AFP Cuprum.

On December 17, 2015, Mr. Acha received a second letter from Mr. Giulio Fazio of Enel (the “December 2015 Enel Letter”), which reaffirmed Enel’s commitments originally included in the November 2015 Enel Letter. Specifically, the December 2015 Enel Letter confirmed that (i) as long as Enel remains the controlling shareholder of Enersis Chile and Enersis Américas, Enersis Chile and Enersis Américas will be the exclusive investment vehicles of the Enel group in Chile and other South American countries, respectively, in generation, distribution and sale of electricity, except for renewable energy investments currently being developed by Enel or any other company within the Enel group and that therefore, for a period of not less than five years from date the on which the shareholders of Enersis Américas approved the Merger, it is not the intention of Enel to suggest or engage in another reorganization affecting Enersis Américas; and (ii) Enel will provide Endesa Chile the right to participate in future renewable energy projects wholly owned and developed by Enel through the acquisition of up to 40% of the capital of one or more project companies created for such purpose at a price equal to the cost of the project. The Board of Directors of Enersis Américas subsequently shared the December 2015 Enel Letter with the Board of Directors of Endesa Chile. The December 2015 Enel Letter addressed two of the conditions outlined by AFP Provida, AFP Cuprum and AFP Capital in their December letters.

At a meeting held on December 17, 2015, the Board of Directors of Enersis Américas reviewed the December 2015 Enel Letter as well as related matters regarding the Reorganization, and by a majority vote of its members adopted resolutions which, among other things, were intended to address the remaining conditions set by AFP Provida, AFP Cuprum and AFP Capital in their December letters:

 

    clarified that the terms of the Tax Indemnification Agreement must specify that Enersis Américas will only indemnify Endesa Chile after deducting any benefits or tax credits obtained by Endesa Chile and Endesa Américas in connection with the Reorganization, as long as the Merger is consummated before December 31, 2017;

 

    increased the proposed tender offer price to be paid in connection with the Tender Offer from Ch$ 236 per share of Endesa Américas to Ch$ 285 per share of Endesa Américas; and

 

    raised the proposed statutory merger dissenters’ withdrawal rights limit of the Merger from 6.73% to 10% of the outstanding shares of Enersis Américas, provided that no shareholder will own more than 65% of Enersis Américas once the Merger is consummated, in accordance with the Enersis Américas’ bylaws and in Title XII of Law Decree No. 3,500 of 1980, which regulates pension fund investments.

These changes to the terms of the Reorganization were made following the written requests of AFP Provida, AFP Cuprum and AFP Capital in their December letters and addressed substantially all of the conditions set forth therein.

Mr. Fernández opposed each of the aforementioned resolutions, arguing that the Reorganization was not in the best interest of Enersis Américas.

On December 18, 2015, at the extraordinary shareholders’ meetings of Enersis Américas, Endesa Chile and Chilectra, shareholders of each company voted in favor of the respective spin-offs and other matters related

 

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thereto. Holders of approximately 81.15% of the outstanding shares of Enersis Américas (including the 60.6% of shares controlled by Enel) voted in favor of the spin-off of Enersis Chile while holders of approximately 75% of the outstanding shares of Endesa Chile (including the 59.98% of shares controlled by Enel) and 100% of the outstanding shares of Chilectra (including the 99.1% of shares controlled by Enel) voted in favor of the spin-offs of Endesa Américas and Chilectra Américas, respectively.

From January to March 2016, management of Enersis Chile met with management of Enersis Américas, Endesa Chile, Endesa Américas, Chilectra and Chilectra Américas to negotiate and enter into intercompany arrangements. These intercompany arrangements included:

 

    arrangements regarding the demerger of Enersis Chile, Endesa Américas and Chilectra Américas from Enersis Américas, Endesa Chile and Chilectra, respectively, including the transfer of certain assets and liabilities of the existing businesses to the newly formed companies; and

 

    intercompany service agreements under which:

 

    Enersis Chile will provide services to Enersis Américas, Endesa Américas and Chilectra Américas;

 

    Endesa Chile will provide services to Endesa Américas;

 

    Enersis Américas will provide services to Enersis Chile; and

 

    Chilectra will provide services to Chilectra Américas.

These intercompany services included, among other things, certain senior management, legal, finance, financial compliance, accounting, investor relations, human resources, communications, security, training and development, relations with contractors, risk management, IT services, tax services and other corporate support and administrative services.

Based on the negotiations carried out in Chile, among the CEOs (Valter Moro for both Endesa Chile and Endesa América, Luca D’Agnese for both Enersis Chile and Enersis Américas) and the CFOs (Javier Galán A. for Enersis Américas and Raffaele Grandi for Enersis Chile) of Endesa Chile, Endesa Américas, Enersis Chile and Enersis Américas, the parties agreed that the services under the intercompany service agreements would be provided and charged at market prices. Endesa Américas has certain immaterial intercompany service agreements with Enersis Chile.

From December 2015 to March 2016, each of Enersis Chile and Endesa Américas initiated the process to register its shares and ADSs with the SEC in the United States and its shares with the SVS in Chile. However, since the shares of Chilectra were not registered in the United States nor represented by ADSs and Chilectra Américas shares would not be represented by ADSs, Chilectra Américas only registered its shares with the SVS and did not register its shares in the United States.

On March 1, 2016, the demerger of Enersis Chile from Enersis Américas, the demerger of Endesa Américas from Endesa Chile and the demerger of Chilectra Américas from Chilectra, each pursuant to Chilean law, became effective and Enersis Américas changed its name from Enersis S.A. to Enersis Américas S.A.

On March 30, 2016, the Board of Directors of Endesa Américas appointed Deutsche Bank as an international financial advisor to provide a fairness opinion with respect to the Merger.

On March 31, 2016, the SEC declared effective the registration statements of Enersis Chile and Endesa Américas in the U.S. The registration of Enersis Chile, Endesa Américas and Chilectra Américas with the SVS was completed on April 13, 2016. Subsequently, the shares of each of Enersis Chile, Endesa Américas and Chilectra Américas were distributed and listed on the Chilean Stock Exchanges on April 21, 2016. On April 26, 2015, the ADSs of Enersis Chile and Endesa Américas were distributed and listed on the NYSE, thereby completing the Spin-Offs.

 

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On April 27, 2016, Endesa Américas held its annual ordinary shareholders’ meeting and the shareholders of Endesa Américas elected Rafael Fauquié B., Vittorio Vagliasindi, Francesco Buresti, Hernán Cheyre V., Mauro Di Carlo, Luca Noviello, Eduardo Novoa C., Umberto Magrini and Loreto Silva R. to the Board of Directors of Endesa Américas. On the same day, the newly elected Board of Directors of Endesa Américas appointed Hernán Cheyre V., Eduardo Novoa C. and Loreto Silva R. as members of the Directors’ Committee.

On April 28, 2016, Enersis Américas also held its annual ordinary shareholders’ meeting and the shareholders of Enersis Américas elected Francisco de Borja Acha B., José Antonio Vargas L., Domingo Cruzat A., Livio Gallo, Patricio Gómez S., Hernán Somerville S. and Enrico Viale to the Board of Directors of Enersis Américas. On April 29, 2016, the newly elected Board of Directors of Enersis Américas re-appointed Hernán Somerville S. as a member of the Directors’ Committee of Enersis Américas and appointed Patricio Gómez S. and Domingo Cruzat A. as new members of the Directors’ Committee of Enersis Américas to replace Herman Chadwick P. and Rafael Fernández M., who were not re-elected as directors of Enersis Américas.

Following the Spin-Offs, each of the Board of Directors and management of Enersis Américas, Endesa Américas and Chilectra Américas primarily acted through meetings of the Board of Directors and Directors’ Committee on matters relating to the Merger due to the fact that the Merger is regarded as a related party transaction under Chilean law.

On May 6, 2016, the Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas met in separate sessions to discuss the Merger. The Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas considered the implications of the judgment of the Santiago Court of Appeals, which ruled that the Merger is a related party transaction under Chilean law. Specifically, Article 146 of the Chilean Companies Act requires related party transactions to comply with requirements to consider corporate interests, as well as prices, terms and conditions prevailing in the market at the time of their approval. In addition, related party transactions must also meet all legal requirements, including acknowledgement and approval of the transaction by the Board (excluding the directors that have an interest in the transaction), by the shareholders and by any applicable regulatory procedures.

After careful deliberation of the requirements for related party transactions under the Chilean Companies Act, the Board of Directors of Enersis Américas, by unanimous vote, approved initiating the steps necessary to propose to its shareholders the Merger in which Endesa Américas and Chilectra Américas would merge into Enersis Américas and will thereafter dissolve on the following preliminary terms and conditions, subject to further action by the Board to formally propose the Merger for approval by the shareholders of Enersis Américas in accordance with the Chilean Companies Act:

 

    Withdrawal rights exercised by shareholders of Enersis Américas, Endesa Américas, and Chilectra Américas cannot exceed 10%, 7.72% and 0.91% of the outstanding shares, respectively, and no shareholder may hold more than the 65% of the outstanding shares of Enersis Américas after the Merger;

 

    The preliminary estimated merger exchange ratios are 2.8 shares of Enersis Américas for each share of Endesa Américas and 5.0 shares of Enersis Américas for each share of Chilectra Américas;

 

    Enersis Américas agrees to make a tender offer for shares and ADSs of Endesa Américas at a proposed price of Ch$ 285 per share, which will be conditioned on the shareholders of Enersis Américas, Endesa Américas, and Chilectra Américas approving the Merger;

 

    The Chief Executive Officer is authorized to negotiate in good faith with Endesa Chile the terms of an indemnification agreement for the taxes incurred by Endesa Chile as a consequence of the spin-off of Endesa Américas, in the event that the Merger is not consummated before December 31, 2017, provided that such amounts are offset by tax benefits obtained by Enersis Américas; and

 

    Enel agrees (a) to the proposed preliminary estimated merger exchange ratios and (b) not to suggest or engage in another reorganization for five years after the Merger.

 

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The Board of Directors of Enersis Américas unanimously determined that Messrs. Francisco de Borja Acha B., José Antonio Vargas L., Livio Gallo, Enrico Viale, Hernán Somerville S., and Patricio Gómez S., each a director of the company elected by Enel as the controlling shareholder, have an interest in the Merger under Article 147 of the Chilean Companies Act, based on the interpretation of the SVS and the judgment by the Santiago Court of Appeals delivered on March 22, 2016. The Board further determined that Mr. Luca D’Agnese, the Chief Executive Officer, also has an interest in the Merger under Article 147 of the Chilean Companies Act based on his role as Chairman of the Board and CEO of Enel Latinoamérica, S.A., a 40.3% shareholder of Enersis Américas and an indirect wholly owned subsidiary of Enel, and as a member of the Board of Directors of Enel Iberoamérica, a 20.3% shareholder of Enersis Américas and a wholly owned subsidiary of Enel and direct parent company of Enel Latinoamérica. Further, the Board determined that Mr. D’Agnese should abstain from any negotiations that could conflict with the Merger. Article 147 states that each Director must immediately inform the Board of Directors of his interest as required by Chilean law.

The Board of Directors of Enersis Américas unanimously designated an independent appraiser to provide an opinion as to the value of the merging companies and the appropriate merger exchange ratio in accordance with Article 156 and 168 of the Chilean Corporate Regulations. A majority of the Board designated Banco Itaú Argentina (“Itaú Argentina”) as an independent valuator to evaluate the Merger as a related party transaction and provide an opinion in accordance with Article 147 of the Chilean Companies Act. Mr. Cruzat disagreed with the designation.

At its meeting, the Board of Directors of Endesa Américas, by unanimous vote, approved initiating the steps necessary to propose to its shareholders the Merger in which Endesa Américas and Chilectra Américas would merge into Enersis Américas and will thereafter dissolve in accordance with the resolutions adopted at the extraordinary meeting of shareholders of Endesa Américas held on December 18, 2015, on the same preliminary terms and conditions as approved by the Enersis Américas Board of Directors described above, subject to further action by the Board to formally propose the Merger for approval by the shareholders of Endesa Américas.

On May 6, 2016, the Board of Directors of Enersis Américas appointed Merrill Lynch, Smith, Pierce & Fenner Incorporated (“BofA Merrill Lynch”) as an international financial advisor to provide a fairness opinion with respect to the Merger.

On May 16, 2016 the Board of Directors of Enersis Américas appointed Credicorp Capital as an additional independent valuator to evaluate the Merger.

The Board of Directors of Endesa Américas unanimously determined that Rafael Fauquié B., Vittorio Vagliasindi, Francesco Buresti, Umberto Magrini, Luca Noviello, Mauro Di Carlo and Loreto Silva R., each a director of the company, have an interest in the Merger under Article 147 of the Chilean Companies Act, based on the interpretations of the SVS and the judgment by the Santiago Court of Appeals delivered on March 22, 2016. Article 147 states that each Director must immediately inform the Board of Directors of his interest as required by Chilean law.

The Board of Directors of Endesa Américas unanimously designated Colin Becker as an independent appraiser to provide an opinion as to the value of the merging companies and the appropriate merger exchange ratio in accordance with Articles 156 and 168 of the Chilean Corporate Regulations. In addition, the Board unanimously designated Banco Santander Chile S.A. (“Santander Chile”) as an independent valuator to evaluate the Merger as a related party transaction and provide an opinion in accordance with Article 147 of the Chilean Companies Act and the Directors’ Committee designated Tyndall as an additional independent valuator to evaluate the Merger.

At its meeting, the Board of Directors of Chilectra Américas, by unanimous vote, approved initiating the steps necessary to propose to its shareholders the Merger in which Endesa Américas and Chilectra Américas would merge into Enersis Américas and will thereafter dissolve in accordance with the resolutions adopted at the

 

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extraordinary meeting of shareholders of Chilectra held on December 18, 2015, on the following preliminary terms and conditions, subject to further action by the Board to formally propose the Merger for approval by the shareholders of Chilectra Américas in accordance with the Chilean Companies Act:

 

    statutory merger dissenters’ withdrawal rights exercised by shareholders of Enersis Américas, Endesa Américas, and Chilectra Américas cannot exceed 10%, 7.72% and 0.91% of the outstanding shares, respectively, and no shareholder may hold more than the 65% of the outstanding shares of Enersis Américas after the Merger;

 

    The estimated merger exchange ratio is 5.0 shares of Enersis Américas for each share of Chilectra Américas; and

 

    Enel agrees (a) to the proposed merger exchange ratio and (b) not to suggest or engage in another reorganization for five years after the Merger.

The Board of Directors of Chilectra Américas unanimously determined that Gianluca Caccialupi, Francesca Romana Napolitano, Monica Hodor, Iris Boeninger von Kretschmann and Hernán Felipe Errázuriz C., each a director of the company, have an interest in the Merger under Article 147 of the Chilean Companies Act, based on the interpretations of the SVS and that the Chief Executive Officer has no conflicts of interest with respect to the Merger. Article 147 states that each Director must immediately inform the Board of Directors of his interest as required by Chilean law.

The Board of Directors of Chilectra Américas unanimously designated as an independent appraiser to provide an opinion as to the value of the merging companies and the appropriate merger exchange ratio in accordance with Articles 156 and 168 of the Chilean Corporate Regulations. The Board unanimously designated an independent valuator to evaluate Endesa Américas and provide an opinion in accordance with Article 147 of the Chilean Companies Act.

On May 31, 2016, the Board of Directors of Chilectra Américas appointed a new independent appraiser to provide an opinion regarding the value of the merging companies and the appropriate merger exchange ratios in accordance with Articles 156 and 168 of the Chilean Corporate Regulations.

The Directors’ Committee of Enersis Américas held a meeting on May 31, 2016 at which representatives of Credicorp Capital explained to the directors the methodology that would be used for the preparation of its opinion.

On the same day, the Board of Directors of Enersis Américas also held a meeting at which a representative of Itaú Argentina explained the methodology that would be used for the preparation of its report to the directors. Additionally, representatives of BofA Merrill Lynch, explained to the directors the methodology that would be used for the preparation of its opinion.

Similarly, at a meeting of the Directors’ Committee of Endesa Américas held on May 31, 2016, representatives of Tyndall presented to the directors general information on the background and scope of their work and explained that they will be reviewing discounted cash flow, multiples of comparable companies and market prices to analyze the Merger.

The Board of Directors of Endesa Américas also held a meeting on May 31, 2016 at which representatives of Santander Chile informed the directors about the timing of the process, the structure of the transaction, the scope of work and the evaluation methods to be used. The representatives of Santander Chile indicated that the main method of analysis would be the discounted cash flow, but that they may also employ other valuation methods, such as the multiples of comparable transactions method, and also take into consideration information regarding market prices of the merging companies. After the presentation of Santander Chile, the representatives of Tyndall also explained to the Board of Directors the main valuation methodologies to be used.

 

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On June 16, 2016, the Board of Directors of Enersis Américas appointed Mr. Pablo D’Agliano as the new independent appraiser to provide an opinion regarding the value of the merging companies and the appropriate merger exchange ratios in accordance with Articles 156 and 168 of the Chilean Corporate Regulations.

On June 28, 2016, the Directors’ Committee of Enersis Américas held a meeting at which representatives of Credicorp Capital informed the directors about the progress of their independent evaluation and delivered its presentation.

On the same day, the Board of Directors of Enersis Américas held a meeting at which representatives of BofA Merrill Lynch and Itaú Argentina reported on their progress to the directors. At the same meeting, Mr. Pablo D’Agliano, the independent appraiser of Enersis Américas, also explained to the directors the methodology that would be used for the preparation of its report.

Also on June 28, 2016, the Directors’ Committee of Endesa Américas held a meeting at which a representative of Tyndall, reported on the progress of its independent evaluation.

On June 29, 2016, the Board of Directors of Endesa Américas held a meeting at which representatives of Santander Chile, Tyndall and Deutsche Bank as well as Mr. Colin Becker, the independent appraiser of Endesa Américas, and a representative of PricewaterhouseCoopers Chile. Each of the representatives explained the status of their respective opinions and reports and confirmed that they all had access to and received the necessary information from management.

On June 29, 2016, the Board of Directors of Endesa Américas met to discuss the status of the transactions and received a presentation by the independent appraiser Colin Becker.

On July 27, 2016, the Directors’ Committee and the Board of Directors of Enersis Américas met to discuss the status of the transactions and received presentations by the independent valuators Itaú Argentina and Credicorp Capital, the independent appraiser Pablo D’Agliano, and the international financial advisor BofA Merrill Lynch.

On July 27, 2016, the Directors’ Committee and the Board of Directors of Endesa Américas met to discuss the status of the transactions and received presentations by the independent valuators Santander Chile and Tyndall, the independent appraiser Colin Becker, and the international financial advisor Deutsche Bank.

On August 5, 2016, the Board of Directors of Endesa Américas held a meeting in person and by teleconference with all the directors present. Mr. Ignacio Quiñones, the Secretary of the Board, was also present. At the meeting, the directors discussed the Merger Terms and Conditions presented to the Board for approval and adoption (including the revised Chilectra Americas merger exchange ratio and the increase of the statutory merger dissenters’ withdrawal rights condition for Endesa Américas from 7.72% to 10%) and reviewed the evolution of the terms and conditions of the merger since the merger was originally proposed in November 2015 as part of the Reorganization. In the discussion, the directors noted that many of the risks raised with respect to Reorganization, including the Merger, by certain members of the Endesa Chile Board in November 2015, including issues related to the Chilean business continuing in Endesa Chile, issues related to the Merger not occurring, issues related to the trading market for Endesa Américas shares and ADSs and issues related to the Tender Offer, (i) had been subsequently addressed through changes in the terms and conditions of the Merger, (ii) were diminished or eliminated following the effectiveness of the Spin-Offs or (iii) were related to Endesa Chile and were not relevant to Endesa Américas.

Representatives of Deutsche Bank joined the meeting, gave a financial presentation and delivered their oral fairness opinion, subsequently confirmed in their written fairness opinion attached as Annex C. Mr. Colin Becker then joined the meeting, gave a financial presentation and delivered his written appraisal report attached as

 

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Annex D. Representatives of Santander Chile then joined the meeting, gave a financial presentation and delivered their written opinion attached as Annex E. Representatives of Tyndall then joined the meeting, gave a financial presentation and delivered their written report attached as Annex F.

The Endesa Américas Board considered and discussed a number of factors relating to the merger, which are described in “—Endesa Américas—Position of Endesa Américas as to the Fairness of the Merger”. The Endesa Américas Board then unanimously (i) determined that the merger is fair and in the best interests of Endesa Américas and its unaffiliated shareholders, (ii) approved and adopted the Merger Terms and Conditions including the merger exchange ratio of 2.8 shares of Enersis Américas for each share of Endesa Américas, and (iii) convened an extraordinary shareholders’ meeting of Endesa Américas to be held on September 28, 2016 to approve, among other things, the merger as a related party transaction and the merger proposal.

On August 5, 2016, the Board of Directors of Enersis Américas held a meeting in person and by teleconference with all the directors present. Mr. Domingo Valdes, the Secretary of the Board, was also present. At the meeting, the directors discussed the Merger Terms and Conditions presented to the Board for approval and adoption, including the revised Chilectra Americas merger exchange ratio to reflect the Ch$ 120 billion special dividend to be distributed by Chilectra Americas to its shareholders, including Enersis Americas, subject to Chilectra Americas shareholder approval at the extraordinary shareholders’ meeting to approve the merger and the increase of the statutory merger dissenters’ withdrawal rights condition for Endesa Américas from 7.72% to 10%.

Also at this meeting, representatives of BofA Merrill Lynch reviewed with Enersis Américas’ Board of Directors its financial analysis of the merger exchange ratios and delivered to Enersis Américas’ Board of Directors an oral opinion, which was confirmed by delivery of a written opinion dated August 5, 2016 attached as Annex C, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the merger exchange ratios provided for in the merger were fair, from a financial point of view, to Enersis Américas. Mr. Pablo D’Agliano then joined the meeting, gave a financial presentation and delivered his written appraisal report attached as Annex H. Representatives of Itaú Argentina then joined the meeting, gave a financial presentation and delivered their written opinion attached as Annex I. Representatives of Credicorp Capital then joined the meeting, gave a financial presentation and delivered their written report attached as Annex I.

The Enersis Américas Board considered and discussed a number of factors relating to the merger, which are described in “—Enersis Américas—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas”. The Enersis Américas Board then unanimously (i) determined that the merger is fair and in the best interests of Enersis Américas and its unaffiliated shareholders, (ii) approved and adopted the Merger Terms and Conditions including the merger exchange ratios of 2.8 shares of Enersis Américas for each share of Endesa Américas and of 4.0 shares of Enersis Américas for each share of Chilectra Américas, and (iii) convened an extraordinary shareholders’ meeting of Enersis Américas to be held on September 28, 2016 to approve, among other things, the merger as a related party transaction and the merger proposal.

On August 5, 2016, the Board of Directors of Chilectra Américas held a meeting in person and by teleconference with all the directors present. At the meeting, the Chilectra Américas Board unanimously (i) determined that the merger is fair and in the best interests of Chilectra Américas and its unaffiliated shareholders, (ii) approved and adopted the Merger Terms and Conditions including the merger exchange ratio of 4.0 shares of Enersis Américas for each share of Chilectra Américas, and (iii) convened an extraordinary shareholders’ meeting of Chilectra Américas to be held on September 28, 2016 to approve, among other things, the merger as a related party transaction and the merger proposal.

On August 31, 2016, the Board of Directors of Enersis Américas and Endesa Américas each met to discuss the tender offers and to make a fairness determination with regard to the tender offers and the statutory merger dissenters’ withdrawal rights. Additionally, the Board of Directors of each of Enersis Américas, Endesa Américas and Chilectra Américas adopted amendments to the agenda for their respective extraordinary shareholders’ meeting to approve the merger. In addition, the Board of Directors of Enersis Américas met and

 

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increased the proposed tender offer price to be paid in connection with the tender offers from Ch$ 285 per share of Endesa Américas to Ch$ 300 per share of Endesa Américas, a price that is higher than the statutory merger dissenters’ withdrawal rights price of Ch$ 299.64, to contribute to the success of the transaction.

Reasons for the Merger

The primary purpose of the Reorganization is to create a more efficient and focused corporate structure by separating the businesses of Enersis Américas in Chile from the developing businesses in the other Latin American countries and reorganizing the businesses by country. Enel, Enel Iberoamérica and Enel Latinoamérica decided to initiate the Reorganization in April 2015 because the separation of Enel’s Latin American conventional energy businesses from its Iberian conventional energy businesses had been completed just prior to such time, which similarly reorganized such Enel businesses by geographic focus. The separation also allowed the management of Enel, Enel Iberoamérica and Enel Latinoamérica to focus their attention on the Latin American conventional energy businesses and Enel’s commitment in the Enersis Américas 2013 global capital increase to use Enersis Américas as its sole vehicle for conducting its Latin American conventional energy businesses. As part of the renewed focus, management determined to address the inefficiencies in the corporate structure of Enersis Américas as well as the potential benefits of reorganizing the businesses of Enersis Américas by country. These initiatives were promoted by new senior management at Enel that came into office in May 2014. Enersis Américas and Endesa Chile (prior to the spin-off of Endesa Américas) as well as Endesa Américas (following the spin-off of Endesa Américas) also decided to undertake the Reorganization at this time based on the request from Enel and recognition of the potential merits of a reorganized structure.

Enersis Américas

The merger of Enersis Américas, Endesa Américas and Chilectra Américas will combine Enersis Américas’ non-Chilean generation, transmission and distribution businesses under a single holding company, contributing to the simplification of the corporate structure of the group and providing Enersis Américas with the following main benefits.

Leakage reduction. The current corporate structure of the Enersis Américas group of companies, with significant minority interests in Endesa Américas, generates a net income leakage at the Enersis Américas level of approximately 48% (based on projected 2016 net income). This leakage could be reduced to approximately 36% following the merger.

The merger would increase the economic interest of Enersis Américas in companies of the group, including among others, Coelce (from 64.9% to 73.7%), Fortaleza (from 84.4% to 99.3%) and Edegel (from 58.6% to 83.6%), by eliminating the minority interest at the Endesa Américas level.

Strategic interest alignment. The merger would combine ownership stakes in operating subsidiaries under one single controlling entity and eliminate the potential misalignment of strategic interests arising from having investments in the same entity through multiple investment vehicles.

For example, Enersis Américas owns direct interests and indirect interests, through Endesa Américas, in Edegel. Following the merger, Enersis Américas will own those interests directly, eliminate the minority interest leakage and have a direct line of ownership in this entity.

More efficient decision making. Multiple ownership layers results in an inefficient organization and decision-making structure. Following the merger, the Enersis Américas group would benefit from a streamlined organizational structure with the decision process concentrated in one vehicle.

Operational efficiencies. The merger of Enersis Américas, Endesa Américas and Chilectra Américas would enable operational efficiencies, through operating expense reduction, selling, general and administration expense reductions, cash pooling or savings on better cash allocation and tax efficiencies.

 

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Endesa Américas

Endesa Américas is already controlled by Enersis Américas and consolidated in the Enersis Américas financial statements. In addition to the benefits to Enersis Américas described above in which the shareholders of Endesa Américas would share as shareholders of the surviving company, the merger of Enersis Américas, Endesa Américas and Chilectra Américas would provide the following additional benefits to shareholders of Endesa Américas:

Increased visibility of non-consolidated affiliates. In the current corporate structure, Endesa Américas and Chilectra Américas hold minority stakes in a number of affiliates that they do not consolidate but which are consolidated by Enersis Américas. The merger would eliminate this lack of visibility for Endesa Américas and Chilectra Américas shareholders over the companies that Endesa Américas and Chilectra Américas do not control as they would become shareholders of Enersis Américas, which controls and consolidates these companies.

The following table shows the impact of the merger on the economic interest of Enersis Américas in its main operating subsidiaries:

 

 

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Provide increased liquidity for Endesa Américas and Chilectra Américas minority shareholders. As a consequence of the merger, minority shareholders of Endesa Américas and Chilectra Américas would become shareholders of the surviving company, Enersis Américas, with a larger market capitalization then Endesa Américas and Chilectra Américas currently have, thereby providing increased liquidity for their investment.

Plans for Enersis Américas Following the Merger

The merger of Enersis Américas, Endesa Américas and Chilectra Americas will combine Enersis Americas’ non-Chilean generation, transmission and distribution businesses under a single company, contributing to the simplification of the corporate structure. This simplification will allow Enersis Américas to focus on medium-term EBITDA growth through investments in new capacity, value added services, better service levels and energy loss reductions. Some examples of the 2016-2020 action plan are:

 

    The implementation of smart meters, allowing for savings in the process of reading, disconnection and reconnection of supply by means of remote monitoring and operations;

 

    Investments in a remote plan, which is a system that permits power disconnection and reconnection remotely without the need to travel to the actual site, greatly reducing reaction time and the return to normal conditions following a power failure (medium voltage);

 

    Investments in the quality of supply to reduce the number of failures, allowing improvements in the maintenance of the low voltage network (corrective, preventive and predictive);

 

    Productivity improvement through a convergence plan and renewal of the telecommunications network;

 

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    Hydro efficiency improvement through centralization of the hydro plant control; and

 

    Optimization of the maintenance schedule for the Colombian coal plant.

Enersis Américas currently does not have any plans to change its dividend policy following the consummation of the merger.

For information regarding the current executive officers of Enersis Américas, see “Management of Enersis Américas—Directors and Officers of Enersis Américas—Executive Officers.”

Tax Consequences

Material U.S. Tax Consequences

The merger should be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Accordingly, a U.S. Holder (as defined below) of Endesa Américas shares (or ADSs) generally should not recognize any gain or loss on the exchange of Endesa Américas shares (or ADSs) for Enersis Américas shares (or ADSs), except with respect to cash received in lieu of fractional shares (or ADSs).

See “Material United States Tax Consequences—Material U.S. Federal Income Tax Consequences of the Merger and the Tender Offer to U.S. Holders” for a more complete discussion of the U.S. federal income tax consequences of the merger.

Material Chilean Tax Consequences

The material Chilean income tax consequences of the merger to Foreign Holders will be as follows:

 

    The exchange of Endesa Américas common stock or ADSs for Enersis Américas shares or ADSs, respectively, will not result in the recognition of income, gain or loss to Foreign Holders, except to the extent of:

 

    any cash paid in lieu of fractional shares (see “Material Chilean Tax Consequences—Material Chilean Tax Consequences of the Merger to Foreign Holders—Cash in Lieu of Fractional Shares”), or

 

    any cash paid to dissenting shareholders upon their exercise of statutory merger dissenters’ withdrawal rights (see “Material Chilean Tax Consequences—Material Chilean Tax Consequences of the Merger to Foreign Holders—Dissenting Shareholders”);

 

    The tax cost basis of Enersis Américas shares received by Foreign Holders who exchange Endesa Américas common stock in the merger will be the same as the tax cost basis of the Endesa Américas common stock surrendered for the Enersis Américas shares, reduced by any amount allocable to a fractional share interest for which cash is received; and

 

    The holding period of the Enersis Américas shares received in the merger will include the period during which such Foreign Holder owned the Endesa Américas common stock surrendered in exchange for the Enersis Américas shares.

For a more complete discussion of the material Chilean income tax consequences of the merger, see “Material Chilean Tax Consequences.”

Endesa Américas shareholders are strongly encouraged to consult their own tax advisors as to the specific tax consequences of the merger in light of their personal tax situation, including the applicability and effects of federal, state, local and foreign income and other tax laws.

 

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Material Effects of the Merger; Management and Operations after the Merger

Enersis Américas will be the surviving corporation in the merger. Prior to the completion of the merger, Enersis Américas, Endesa Américas and Chilectra Américas will each acquire shares of their respective companies from shareholders exercising statutory merger dissenters’ withdrawal rights and Enersis Américas will acquire shares of Endesa Américas pursuant to the tender offers. Such shares of Endesa Américas and Chilectra Américas acquired from shareholders exercising statutory merger dissenters’ withdrawal rights and Endesa Américas shares acquired by Enersis Américas in the tenders offers will be exchanged for Enersis Américas shares in the merger. These Enersis Américas shares will be recorded in Enersis Américas’ name in the Register of Shareholders of Enersis Américas, in accordance with Article 133 of the Chilean Corporate Regulations and held as treasury shares and may either be (i) sold into the market during a one year period, after which any unsold shares will be cancelled or (ii) cancelled by holding a shareholders meeting to amend Enersis Américas’ bylaws to reduce Enersis Américas’ amount of capital. Enersis Américas has agreed to use commercially reasonable efforts to as promptly as reasonably practicable cancel such shares in accordance with the applicable requirements of the Chilean Corporate Regulations, including Article 62 thereof. When the merger is completed, the Endesa Américas ADSs will no longer be traded on the NYSE, and the registration of the Endesa Américas ADSs under the Exchange Act will be terminated. In addition, Endesa Américas will no longer be required to file reports pursuant to the Exchange Act.

Enersis Américas will continue to be subject to the periodic reporting requirements of the Exchange Act and the listing requirements of the NYSE.

Upon effectiveness of the merger, the senior management and the directors of Endesa Américas and Chilectra Américas will resign and the senior management and directors of Enersis Américas will continue as the senior management and directors of the surviving company.

The table below sets forth the direct and indirect interests of the Enel Filing Persons in the net book value and net earnings of Endesa Américas prior to and immediately after the merger, based upon the net book value of Endesa Américas at December 31, 2015 and net income of Endesa Américas for the year ended December 31, 2015.

Prior to the Merger

 

     Interest in Endesa Américas’
Net Book Value
     Interest in Endesa Américas’
Net Income
 

Name

   Ch$
    (in thousands)    
         %          Ch$
    (in thousands)    
         %      

Enersis Américas

     703,984,918         59.98         108,283,130         59.98   

Enel S.p.A.(1)

     426,757,113         36.36         65,641,457         36.36   

Enel Iberoamérica, S.R.L.(2)

     426,757,113         36.36         65,641,457         36.36   

Enel Latinoamérica, S.A.(3)

     283,683,152         24.17         43,634,599         24.17   

Immediately after the Merger

 

     Interest in Endesa Américas’
Net Book Value
     Interest in Endesa Américas’
Net Income
 

Name

   Ch$
    (in thousands)    
         %          Ch$
    (in thousands)    
         %      

Enersis Américas

     1,173,699,430         100.00         180,532,061         100.00   

Enel S.p.A.(1)

     711,496,594         60.62         109,438,535         60.62   

Enel Iberoamérica, S.R.L.(2)

     711,496,594         60.62         109,438,535         60.62   

Enel Latinoamérica, S.A.(3)

     473,000,870         40.30         72,754,421         40.30   

 

(1) Enel has a 60.60% indirect ownership interest in Enersis Américas.
(2) Enel Iberoamérica has a 60.60% direct and indirect ownership interest in Enersis Américas.
(3) Enel Latinoamérica has a 20.30% direct ownership interest in Enersis Américas.

 

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Endesa Américas

Unaffiliated shareholders of Endesa Américas may participate in the merger, participate in the tender offers, or exercise statutory merger dissenters’ withdrawal rights. Endesa Américas believes that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. Endesa Américas believes that each of the tender offers and the statutory merger dissenters’ withdrawal rights is procedurally fair but, by itself and not in the context of providing an ancillary cash alternative to the merger, is not substantively fair to the unaffiliated shareholders of Endesa Américas because it is uneconomic relative to the current market prices of Endesa Américas shares and ADSs and the implied merger price. Notwithstanding the foregoing, Endesa Américas believes that the tender offer and the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which it believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas.

Position of Endesa Américas as to the Fairness of the Merger

The Board of Directors of Endesa Américas reviewed the merger, including the various reports, opinions and presentations it received in connection with the merger. After consideration, the Board of Directors of Endesa Américas unanimously determined that the merger is in the best interests of Endesa Américas and its shareholders and believes that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. In reaching its fairness determination on behalf of Endesa Américas, the Board of Directors considered, reviewed and adopted the following reports and opinions:

 

    the fairness opinion of Deutsche Bank;

 

    report of Colin Becker, the independent appraiser appointed by Endesa Américas’ Board of Directors pursuant to the Chilean Companies Act;

 

    report of Santander Chile, the independent valuator appointed by Endesa Américas’ Board of Directors pursuant to the Chilean Companies Act; and

 

    report of Tyndall, an additional independent valuator appointed by the Directors’ Committee of Endesa Américas’ Board of Directors pursuant to the Chilean Companies Act.

The Board of Directors also considered the following reports and opinions:

 

    report of the Directors’ Committee of the Board of Directors of Endesa Américas; and

 

    opinions of the individual directors of Endesa Américas.

Specifically, the Board of Directors of Endesa Américas considered a number of factors, including, without limitation, the following:

 

    Knowledge of Endesa Américas’ business—The Board of Directors considered its knowledge of Endesa Américas’ business, financial condition, results of operations, industry, competitors and prospects as a standalone company.

 

    Knowledge of Enersis Américas’ business—The Board of Directors considered its knowledge of Enersis Américas’ business and investments, financial condition, results of operations and prospects, and knowledge of Enersis Américas’ management due to the existing relationships between Endesa Américas and Enersis Américas.

 

    Financial terms of the merger:

 

    Current market prices—Based on the closing prices of Endesa Américas and Enersis Américas shares on the Santiago Stock Exchange on August 4, 2016, the last trading day prior to the meeting of the Board of Directors that approved the merger exchange ratios and submission of the merger and the merger exchange ratios to the shareholders of Endesa Américas for approval, the implied value of the merger consideration represented an approximate 4.5% premium over the closing price of Endesa Américas shares as of such date and represented a significant premium above the 30-day volume-weighted average closing price based on the 30-day trading period ending on August 4, 2016.

 

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    Historical market prices—Endesa Américas shares began trading publicly on the Chilean Stock Exchanges on April 21, 2016. Given the short history of trading and the fact that the merger and the tender offers (including the tender offer price) had already been announced, the Board of Directors did not specifically consider the historical market prices of Endesa Américas.

 

    Net book value—Endesa Américas’ business is generally valued at or near book value, and the Board of Directors considered the substantial premium to book value (as of June 30, 2016) of 26.5% implied by the merger exchange ratio based on the closing prices of Enersis Américas shares and Endesa Américas shares on August 4, 2016.

 

    Going concern value—The Board of Directors did not establish a specific going concern value of Endesa Américas and did not believe that there is a single method for determining going concern value. The Board of Directors considered, reviewed and adopted the valuation analyses of the independent appraiser, Colin Becker, as representing a reasonable valuation of Endesa Américas as it continues to operate its business, which the Board of Directors considered in reaching its fairness determination.

 

    Liquidation value—The Board of Directors did not consider liquidation value because it considered Endesa Américas to be a viable going concern.

 

    Purchase prices paid in previous purchases in previous two years—Since Endesa Américas was only organized on March 1, 2016 and became a separately traded public company as of April 21, 2016, there have not been any firm offers for the merger or consolidation of Endesa Américas into another company, the sale or transfer of all or any substantial part of the assets of Endesa Américas to another company, or the purchase of a controlling stake in Endesa Américas by another company, other than the merger and the tender offers. As a result, this was not considered as a factor in the decision by the Board of Directors.

 

    Fairness opinion of Deutsche Bank—Deutsche Bank provided a financial analyses as described under “—Summary of Deutsche Bank Securities Inc.’s Fairness Opinion” as well as a written opinion dated August 5, 2016, to the effect that, as of such date, and subject to the assumptions, matters considered and limitations and qualifications described in such opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of shares of common stock of Endesa Américas, excluding Enersis Américas and its affiliates (which the Board of Directors believes includes all unaffiliated shareholders of Endesa Américas).

 

    Report of independent appraiser—The merger exchange ratios determined by the Board of Directors and submitted to the shareholders of Endesa Américas for approval is consistent with the proposed merger exchange ratios described in the report of Colin Becker, an independent appraiser appointed pursuant to the Chilean Companies Act. See “—Summary of Report Independent Appraiser of Endesa Américas (Colin Becker).”

 

    Reports of independent valuators—Both Santander Chile and Tyndall, the independent valuators appointed pursuant to the Chilean Companies Act, concluded that the merger is in the best interest of Endesa Américas and its shareholders (which the Board of Directors believes includes all unaffiliated shareholders of Endesa Américas) and is being carried out on an arms’ length basis. See “—Summary of Report of Independent Valuator of Endesa Américas (Santander Chile)” and “—Summary of Report of Additional Independent Valuator of Endesa Américas (Tyndall).”

 

    Alternative offers—The Board of Directors did not seek to contact potential alternative bidders because the merger is part of a larger corporate reorganization and the Board of Directors believed that the merger is not the type of transaction that would result in another bidder submitting a bid to acquire Endesa Américas.

 

    Form of consideration—Unaffiliated shareholders of Endesa Américas that partake in the merger will be able to participate in the ongoing surviving company, which will continue to be a publicly traded company in both Chile and the United States.

 

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    Rights of shareholders substantially consistent—Unaffiliated shareholders of Endesa Américas will continue to have substantially equivalent rights in the surviving company. See “Comparison of Rights of Holders of Endesa Américas Common Stock and Holders of Enersis Américas Common Stock.”

 

    Same consideration for shareholders participating in the merger—All shareholders that participate in the merger will receive the same consideration.

 

    Merger Exchange Ratios—The merger exchange ratios, once approved by the shareholders, will be fixed and therefore the value of the merger consideration payable to Endesa Américas shareholders will increase in the event that the trading price of Enersis Américas shares increases prior to consummation of the merger.

 

    Benefits of the merger—The Endesa Américas Board of Directors believe that the merger will result in certain benefits to the surviving company that would also benefit the unaffiliated shareholders of Endesa Américas that participate in the merger and receive shares in the surviving company. These anticipated benefits include, without limitation:

 

    Strategic interest alignment—The merger would combine ownership stakes in operating subsidiaries under one single controlling entity and eliminate the potential misalignment of strategic interests arising from having investments in the same entity through multiple investment vehicles.

 

    More efficient decision making—Multiple ownership layers results in inefficient organization and decision making structure. Following the merger, the Enersis Américas group would benefit from a streamlined organizational structure with the decision process concentrated in one vehicle.

 

    Operational efficiencies—The merger would enable operational efficiencies, through operating expense reduction, selling, general and administration expense reductions, cash pooling or savings on better cash allocation and tax efficiencies. Endesa Américas is already controlled by Enersis Américas and consolidated in the Enersis Américas financial statements.

 

    Increased visibility of non-consolidated affiliates—In the current corporate structure, Endesa Américas hold minority stakes in a number of affiliates that it does not consolidate but which are consolidated by Enersis Américas. The merger would eliminate this lack of visibility for Endesa Américas shareholders over the companies that Endesa Américas does not control as they would become shareholders of Enersis Américas, which controls and consolidates these companies.

 

    Increased liquidity for unaffiliated shareholders of Endesa Américas—As a consequence of the merger, unaffiliated shareholders of Endesa Américas would become shareholders of Enersis Américas, the surviving company, with a larger capitalization than Endesa Américas currently has, thereby providing increased liquidity for their investment.

 

    Unanimous recommendation of the Directors’ Committee—All of the members of Directors’ Committee of the Board of Directors of Endesa Américas unanimously determined that the merger contributes to the best interests of Endesa Américas and recommended that the merger and the merger exchange ratios be submitted to the Endesa Américas shareholder for approval. In making such recommendation, the Directors’ Committee reviewed and considered, among other things:

 

    The presentations, opinions and reports (other than the Directors’ Committee report) described above; and

 

    The substantive and procedural factors as well as potential positive and negative factors that were considered by the Board of Directors, as described herein.

 

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In addition, the Board of Directors of Endesa Américas considered a number of factors relating to procedural safeguards in connection with the merger including, those discussed below, each of which it believed supported its decision and provided assurance of the fairness of the merger to the unaffiliated shareholders of Endesa Américas:

 

    Independence of the Directors’ Committee and the Board of Directors:

 

    None of the directors of Endesa Américas, including members of the Directors’ Committee, are employees of Endesa Américas;

 

    All three members of the Directors’ Committee meet the independence requirements under both U.S. and Chilean laws and regulations;

 

    Two of the three members of the Directors’ Committee are unaffiliated with Enel, Enel Iberoamérica, Enel Latinoamérica and Enersis Américas and were determined to not have an interest in the merger under Article 147 of the Chilean Companies Act. Ms. Silva, the member of the Directors’ Committee who was deemed to have an interest in the merger under the Chilean Companies Act, was deemed to be have interest solely due to the fact that she was elected as a director of Endesa Américas by Enel. However, Ms. Silva is not an employee of any of Enel, Enel Iberoamérica, Enel Latinoamérica and Enersis Américas;

 

    The Directors’ Committee was able to propose the appointment of Tyndall as an additional independent valuator and Tyndall was in fact appointed as an additional independent valuator;

 

    The Directors’ Committee unanimously determined that the merger is fair to and in the best interests of Endesa Américas and the unaffiliated shareholders of Endesa Américas and recommended that the merger-related proposals be submitted to the Endesa Américas shareholder for approval; and

 

    The Board of Directors was aware of and identified the directors that are deemed to have an interest in the merger for purposes of Article 147 of the Chilean Companies Act. Specifically, seven of the nine members of the Board of Directors were deemed to have an interest in the merger because of the fact that they were elected as directors of Endesa Américas by Enel. However, no director owns any Endesa Américas shares and no director is party to any arrangements with Enel, Enel Iberoamérica, Enel Latinoamérica, Enersis Américas, or Endesa Américas that provide for any pay or benefits that are based on or otherwise relate to the merger.

 

    Compliance with the Chilean Companies Act—The merger is regarded as a related party transaction under the Chilean Companies Act and all requirements under the Chilean Companies Act have been complied with. These requirements include:

 

    The obligation to appoint an independent appraiser, who proposes the merger exchange ratios;

 

    The obligation to appoint an independent valuator whose task is to issue a report indicating whether the merger is in the best interest of the company and whether the merger is being carried out on an arms’ length basis (e.g., whether the merger corresponds to the terms, price and conditions that prevail in the market at the time of the approval of the merger);

 

    The obligation of the Directors’ Committee to issue a report regarding the merger; and

 

    The obligation of each director to issue an individual opinion about the merger, in which each director must express his or her opinion regarding whether the merger is in the best interest of the company.

These requirements under the Chilean Companies Act were satisfied by:

 

    The appointment by the Board of Directors of Colin Becker as an independent appraiser;

 

    The appointment by the Board of Directors of Santander Chile as an independent valuator;

 

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    The appointment by the Board of Directors of Tyndall as an additional independent valuator pursuant to the proposal by the Directors’ Committee;

 

    The fact that the Directors’ Committee issued a report regarding the merger, which unanimously determined that the merger contributes to the best interests of Endesa Américas and recommended the submission of the merger–related proposals to the shareholders of Endesa Américas for approval; and

 

    The fact that each director of Endesa Américas issued an individual opinion, all of which found the merger to be in the best interest of Endesa Américas, approved the merger exchange ratios, and approved the submission of the merger and the merger exchange ratios to the shareholders of Endesa Américas for approval.

 

    Statutory merger—The manner in which the merger will occur is prescribed by the Chilean Companies Act and, therefore, the material terms of the merger, other than the merger exchange ratios, the conditions to the merger and changes to the surviving company’s bylaws (estatutos), were not negotiated. See “The Merger—No Merger Agreement; Statutory Merger.”

 

    Fairness opinion of Deutsche Bank—Although not required by the Chilean Companies Act, the Board of Directors also appointed Deutsche Bank to provide a fairness opinion. Deutsche Bank provided a financial analyses as described under “—Summary of Deutsche Bank Securities Inc.’s Fairness Opinion” as well as a written opinion dated August 5, 2016, to the effect that, as of such date, and subject to the assumptions, matters considered and limitations and qualifications described in such opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of shares of common stock of Endesa Américas, excluding Enersis Américas and its affiliates.

 

    Reports of independent valuators—Both Santander Chile and Tyndall, the independent valuators appointed pursuant to the Chilean Companies Act, concluded that the merger is in the best interest of Endesa Américas and is being carried out on an arms’ length basis, and that no procedural issues that would affect the unaffiliated shareholders of Endesa Américas. See “—Summary of Report of Independent Valuator of Endesa Américas (Santander Chile)” and “—Summary of Report of Additional Independent Valuator of Endesa Américas (Tyndall).”

 

    Conditions to the merger—The consummation of the merger is conditioned on less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising statutory merger dissenters’ withdrawal rights in connection with the merger. Therefore, unaffiliated shareholders of Endesa Américas have an ability to vote against and prevent the consummation of the merger. See “The Merger—Conditions to the Merger” and “The Merger—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights.”

 

    Availability of alternatives—Unaffiliated shareholders of Endesa Américas that do not wish to participate in the merger may receive cash by either dissenting from the merger and exercising statutory merger dissenters’ withdrawal rights under the Chilean Companies Act or participate in the tender offers. See “The Merger—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights” and “The Tender Offers.”

The Board of Directors of Endesa Américas also considered a variety of risks and other potentially negative factors concerning the merger, including, without limitation, the following:

 

    Voting requirement—While the merger and the merger exchange ratios require approval by the holders of two-thirds of the issued and outstanding shares of Endesa Américas, they are not subject to the approval of a majority of unaffiliated shareholders of Endesa Américas.

 

    Merger exchange ratios—The merger exchange ratios, once approved by the shareholders, will be fixed and therefore the value of the merger consideration payable to unaffiliated shareholders of Endesa Américas will decrease in the event that the trading price of Enersis Américas shares decreases prior to the consummation of the merger.

 

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    Failure to consummate the merger—There is a possibility that the merger may not be completed, or that completion may be unduly delayed, for reasons beyond the control of Endesa Américas.

 

    Negative impacts upon Endesa Américas if the merger is not consummated—If the merger is not consummated, there may be negative impacts and costs upon Endesa Américas, including the inability to reap the expected benefits of the merger, which in turn may have potential negative consequences on the trading price of Endesa Américas shares and ADSs.

 

    Potentially divergent interests—Certain of Endesa Américas’ directors and executive officers may ultimately have interests in the merger that may be different from, or in addition to, those of other Endesa Américas shareholders given their affiliation with Enel, Enel Iberoamérica, Enel Latinoamérica and Enersis Américas.

 

    Relationship with Enel, Enel Iberoamérica, Enel Latinoamérica and Enersis Américas—Enel, Enel Iberoamérica, Enel Latinoamérica and Enersis Américas, as affiliates of Endesa Américas, have, and will continue to have, a controlling interest in Endesa Américas both before and after the merger.

 

    Regulatory risks—Governmental entities may oppose or refuse to provide necessary approvals in connection with the merger, such as the Chilean registrations and approvals which are preconditions to the issuance and listing by Enersis Américas of the shares to be exchanged for shares of Endesa Américas and Chilectra Américas in the merger, or impose conditions on Enersis Américas, Endesa Américas or Chilectra Américas prior to providing approvals.

 

    Failure to realize benefits—There is a risk of not realizing the anticipated benefits of the merger, even if the merger is consummated.

In reaching its determination, the Board of Directors did not consider it necessary to retain an unaffiliated representative to act solely on behalf of unaffiliated shareholders of Endesa Américas for purposes of negotiating the terms of the merger or preparing a report concerning the fairness of the merger agreement and the merger given that the merger was being conducted in compliance with the requirements for related party transactions under the Chilean Companies Act.

This discussion of the information and factors considered by each of the Directors’ Committee of the Board of Directors of Endesa Américas and the Board of Directors of Endesa Américas includes the material positive and negative factors considered by the Directors’ Committee of the Board of Directors of Endesa Américas and the Board of Directors of Endesa Américas, but is not intended to be exhaustive and may not include all of the factors considered by the Directors’ Committee of the Board of Directors of Endesa Américas and the Board of Directors of Endesa Américas, or any individual. Given the complexity of the factors considered, neither the Directors’ Committee of the Board of Directors of Endesa Américas and the Board of Directors of Endesa Américas undertook to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and did not quantify or assign any relative or specific weights to the various factors that it considered in making its ultimate determination as to its belief that the merger is substantively and procedurally fair and in the best interests of Endesa Américas and the unaffiliated shareholders of Endesa Américas. Rather, each of the Directors’ Committee of the Board of Directors of Endesa Américas and the Board of Directors of Endesa Américas conducted an overall analysis of the factors described above. In addition, the individual directors of Endesa Américas may have given different weight to different factors.

Position of Endesa Américas as to the Fairness of the Tender Offers; Recommendation

Fairness of the Tender Offers

The Board of Directors of Endesa Américas reviewed the terms of the tender offers and believes that the tender offers are procedurally fair, but that based on the current prices of Endesa Américas shares and ADSs and the implied merger price, the tender offer price is uneconomic and, therefore, substantively not fair from a financial point of view, to the unaffiliated shareholders of Endesa Américas.

 

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The Board of Directors of Endesa Américas considered a number of factors relating to procedural safeguards in connection with Enersis Américas making the tender offers available to the unaffiliated shareholders of Endesa Américas, including those discussed below, each of which supported its belief that making the tender offers available to the unaffiliated shareholders of Endesa Américas is procedurally fair:

 

    The tender offers were introduced to the Reorganization to provide additional protections to the minority shareholders of Endesa Américas:

 

    At the time the proposed Reorganization was announced, Endesa Américas did not exist and would not exist until the future contemplated Spin-Offs were completed, and as such there was no trading market to serve as a point of reference for shareholders to consider the potential cash payment to be received by dissenting shareholders exercising their statutory merger dissenters’ withdrawal rights in the merger. There was concern that the market price of Endesa Américas shares could be more vulnerable to market fluctuations and uncertainties because of, among other reasons, its expected lower liquidity due to the pendency of the merger.

 

    The tender offers were added as an ancillary transaction to the merger to establish a fixed cash value that minority holders of Endesa Américas shares and ADSs could obtain if they preferred a cash alternative to the consideration to be provided in the merger.

 

    The Board of Directors of Enersis Américas announced that Enersis Américas would conduct the tender offers at an initial proposed tender offer price of Ch$ 236 per share. The tender offer price was subsequently increased to Ch$ 285 per share, representing an increase of approximately 20% over the initial proposed tender offer price, at the request of certain Chilean pension fund minority shareholders.

 

    The Board of Directors of Enersis Américas subsequently increased the tender offer price to Ch$ 300 per share, representing an increase of 5% over the revised proposed tender offer price of Ch$ 285 per share.

 

    All Endesa Américas shareholders (other than Enersis Américas) would have the opportunity to elect any of the three alternatives described below and would be provided with disclosure about each of the alternatives prior to the extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas to vote on the merger:

 

    Participate in the merger and receive shares of Enersis Américas in exchange for their Endesa Américas shares;

 

    Dissent with respect to the merger and exercise their statutory merger dissenters’ withdrawal rights provided under Chilean law and receive a formula price specified by Chilean law in cash in exchange for their Endesa Américas shares; or

 

    Tender their Endesa Américas shares and ADSs in the tender offers and receive the tender offer price in cash.

The Board of Directors of Endesa Américas considered a number of factors relating to the substantive fairness of the tender offers, including those discussed below, each of which supported its belief as to the substantive unfairness of the tender offer price from a financial point of view:

 

    The financial terms of the tender offers, including comparison of the Ch$ 300 per share cash tender offer price against:

 

    The current market prices for Endesa Américas shares—The closing trading price of Endesa Américas shares on the Santiago Stock Exchange was Ch$ 305.23 per share on August 30, 2016, such that the tender offer price represents a discount of 1.7% from the current market price;

 

   

The implied merger price—The implied merger price for Endesa Américas shares of Ch$ 312.56 per share, based on the merger exchange ratio of 2.8 Enersis Américas shares for each Endesa

 

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Américas share and the closing trading price of Enersis Américas shares on the Santiago Stock Exchange of Ch$ 111.63 per share on August 30, 2016, such that the tender offer price represents a discount of 4% from the implied merger price;

 

    The historical market prices for Endesa Américas shares—Because Endesa Américas shares began trading publicly on April 21, 2016 on the Chilean Stock Exchanges and because the merger and the tender offers (including the proposed Ch$ 285 per share tender offer price) had already been announced to the market, the Board of Directors did not consider the historical market prices of Endesa Américas shares as a factor in its decision;

 

    The net book value of Endesa Américas—Endesa Américas’ business is generally valued at or near book value, and the Board of Directors considered that the tender offer price represents a discount of 16.9% to the net book value as of June 30, 2016;

 

    The going concern value of Endesa Américas—The Board of Directors did not establish a specific going concern value of Endesa Américas and did not believe that there is a single method for determining going concern value. The Board of Directors considered, reviewed and adopted the valuation analyses of the independent appraiser to Endesa Américas engaged for purposes of evaluating the merger, Colin Becker, as representing a reasonable valuation of Endesa Américas as it continues to operate its business, which the Board of Directors considered in reaching its fairness determination;

 

    The liquidation value of Endesa Américas—The Board of Directors did not consider liquidation value because it considered Endesa Américas to be a viable going concern; and

 

    Purchase prices paid in previous purchases in previous two years—Since Endesa Américas was only organized on March 1, 2016 and became a separately traded public company as of April 21, 2016, there have not been any firm offers for the merger or consolidation of Endesa Américas into another company, the sale or transfer of all or any substantial part of the assets of Endesa Américas to another company, or the purchase of a controlling stake in Endesa Américas by another company, other than the merger and the tender offers. As a result, this was not considered as a factor in the decision by the Board of Directors.

The Board of Directors of Endesa Américas also considered a variety of other potentially positive and negative factors concerning the tender offers, including, without limitation, the following:

 

    Availability of alternatives—Unaffiliated shareholders of Endesa Américas that do not wish to participate in the tender offers have the alternative of participating in the merger or exercising statutory merger dissenters’ withdrawal rights under the Chilean Companies Act.

 

    The statutory merger dissenters’ withdrawal rights price—The statutory merger dissenters’ withdrawal rights price for Endesa Américas shares has been calculated to be Ch$ 299.64 per share, based on the weighted average market price of Endesa Américas shares during the 60-trading day period preceding the 30th trading day prior to the extraordinary shareholders’ meeting of Endesa Américas to approve the merger, such that the tender offer price is higher than the statutory merger dissenters’ withdrawal rights price;

 

    Benefits of the tender offers—The tender offers will provide certain benefits to the unaffiliated shareholders of Endesa Américas compared to the exercise of statutory merger dissenters’ withdrawal rights, such as providing an alternative method to receive cash for their shares without the procedural burden of exercising statutory merger dissenters’ withdrawal rights and potentially better capital gains tax treatment, as a general matter (subject to an individual holder’s specific tax profile).

 

    Effect on merger conditions—To the extent shareholders who desire a cash election choose to tender shares rather than exercise statutory merger dissenters’ withdrawal rights, there is a greater likelihood that the statutory merger dissenters’ rights percentage threshold will not be exceeded, thereby increasing the likelihood that the merger condition relating to statutory merger dissenters’ withdrawal rights will be satisfied and the merger will occur.

 

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    The fixed tender offer price—Unaffiliated shareholders of Endesa Américas that tender their shares and ADSs in the tender offers will receive a fixed cash payment, even if the trading prices of Endesa Américas shares and ADSs increase or decrease prior to the consummation of the tender offers.

 

    Failure to consummate the tender offers—Because the tender offers include many of the same conditions as the merger, including shareholder approval of the merger and exercises of statutory merger dissenters’ withdrawal rights not exceeding the specified thresholds, there is a possibility that the tender offers may not be completed.

 

    Negative impacts upon Endesa Américas if the tender offers are not consummated—If the tender offers are not consummated, there may be negative impacts and costs for Endesa Américas, including the potential effect on the trading prices of Endesa Américas shares and ADSs, the potential diversion of management attention, and the potential negative effect on Endesa Américas business and existing relationships.

In reaching its determination, the Board of Directors did not consider it necessary to retain an unaffiliated representative to act solely on behalf of unaffiliated shareholders of Endesa Américas for purposes of negotiating the terms of the tender offers or preparing a report concerning the fairness of tender offers because the tender offers were introduced as an ancillary transaction to the merger in response to a request by a Chilean pension fund minority shareholder for a mechanism to protect minority shareholders if they decided to exercise their statutory merger dissenter’s right of withdrawal.

In reaching its determination, the Board of Directors of Endesa Américas considered, reviewed and adopted the report of Tyndall, as an independent valuator retained by the Board of Directors of Endesa Américas to evaluate the merger, a summary description of which is included under “— Summary of Report of Additional Independent Valuator of Endesa Américas (Tyndall)”.

After considering all the factors described above, the Board of Directors of Endesa Américas believes that while making the tender offers available to the unaffiliated shareholders of Endesa Américas is procedurally fair, based on the current market prices of Endesa Américas shares and ADSs and the implied merger price, the tender offer price is uneconomic and, therefore, substantively not fair from a financial point of view, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Endesa Américas believes that the tender offers are ancillary to the merger transaction, and should be viewed in the context of the merger, which Endesa Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas.

This discussion of the information and factors considered by Board of Directors of Endesa Américas includes the material positive and negative factors considered by the Board of Directors, but is not intended to be exhaustive and may not include all of the factors considered by the Board of Directors, or any individual. Given the complexity of the factors considered, the Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and did not quantify or assign any relative or specific weights to the various factors that it considered in making its ultimate decision. Rather, the Board of Directors conducted an overall analysis of the factors described above. In addition, individual director of Endesa Américas may have given different weight to different factors.

Recommendation of the Endesa Américas Board of Directors

Pursuant to Chilean law, each individual member of the Board of Directors of Endesa Américas must express in writing his or her statement as to whether the U.S. tender offer could be in the interest of the company’s shareholders. Endesa Américas must file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) within 10 business days of the date of the launch of the U.S. tender offer. The Schedule 14D-9 will include English translations of the directors’ statements and must include a statement by the Board of Directors of Endesa Américas as to whether it recommends that Endesa Américas shareholders accept or reject the U.S.

 

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tender offer or if it will not take a position with respect to the U.S. tender offer. Under Chilean law, each member of the Board is only required to deliver the individual director’s statement referred to above. Chilean law does not require a recommendation of the Board, acting as such, that the shareholders accept or reject the U.S. tender offer. However, the Board of Directors of Endesa Américas intends to take action at the time of the formal commencement of the U.S. tender offer to determine the recommendation of the Board with respect to the U.S. tender offer as required by Rule 14e-2 under the Exchange Act and Endesa Américas expects to file the Schedule 14D-9 disclosing such recommendation contemporaneously with the launch of the U.S. tender offer.

Position of Endesa Américas as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights

The Board of Directors of Endesa Américas reviewed the terms of the statutory merger dissenters’ withdrawal rights under the Chilean Companies Act and believes that the availability of such statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, but that based on the current prices of Endesa Américas shares and ADSs, the tender offer price and the implied merger price, the statutory merger dissenters’ withdrawal rights price is uneconomic and, therefore, substantively not fair from a financial point of view, to the unaffiliated shareholders of Endesa Américas.

The Board of Directors of Endesa Américas considered a number of factors relating to procedural safeguards in connection with Enersis Américas making the statutory merger dissenters’ withdrawal rights available to the unaffiliated shareholders of Endesa Américas, including those discussed below, each of which supported its belief that the availability of such statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair:

 

    The statutory merger dissenters’ withdrawal rights are required under the Chilean Companies Act; and

 

    All Endesa Américas shareholders (other than Enersis Américas) would have the opportunity to elect any of the three alternatives described below and would be provided with disclosure about each of the alternatives prior to the extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas to vote on the merger:

 

    Participate in the merger and receive shares of Enersis Américas in exchange for their Endesa Américas shares;

 

    Dissent with respect to the merger and exercise their statutory merger dissenters’ withdrawal rights provided under Chilean law and receive a formula price specified by Chilean law in cash in exchange for their Endesa Américas shares; or

 

    Tender their Endesa Américas shares and ADSs in the tender offers and receive the tender offer price in cash.

The Board of Directors of Endesa Américas considered a number of factors relating to the substantive fairness of the statutory merger dissenters’ withdrawal rights, including those discussed below, each of which supported its belief as to the substantive unfairness of the statutory merger dissenters’ withdrawal rights price from a financial point of view:

 

    The financial terms of the statutory merger dissenters’ withdrawal rights, including comparison of the Ch$ 299.64 per share cash statutory merger dissenters’ withdrawal rights price against:

 

    The current market prices for Endesa Américas shares—The closing trading price of Endesa Américas shares on the Santiago Stock Exchange was Ch$ 305.23 per share on August 30, 2016, such that the statutory merger dissenters’ withdrawal rights price represents a discount of 1.7% from the current market price;

 

    The tender offer price—The tender offer price for Endesa Américas shares of Ch$ 300 per share, such that the statutory merger dissenters’ withdrawal rights price of Ch$ 299.64 per share was lower than the tender offer price.

 

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    The implied merger price—The implied merger price for Endesa Américas shares of Ch$ 312.56 per share, based on the merger exchange ratio of 2.8 Enersis Américas shares for each Endesa Américas share and the closing trading price of Enersis Américas shares on the Santiago Stock Exchange of Ch$ 111.63 per share on August 30, 2016, such that the statutory merger dissenters’ withdrawal rights price represents a discount of 4% from the implied merger price;

 

    The historical market prices for Endesa Américas shares—Because Endesa Américas shares began trading publicly on April 21, 2016 on the Chilean Stock Exchanges and because the merger and the tender offers (including the proposed Ch$ 285 per share tender offer price) had already been announced to the market, the Board of Directors did not consider the historical market prices of Endesa Américas shares as a factor in its decision;

 

    The net book value of Endesa Américas—Endesa Américas’ business is generally valued at or near book value, and the Board of Directors considered that the statutory merger dissenters’ withdrawal rights price represents a discount of 16.9% from the net book value as of June 30, 2016;

 

    The going concern value of Endesa Américas—The Board of Directors did not establish a specific going concern value of Endesa Américas and did not believe that there is a single method for determining going concern value. The Board of Directors considered, reviewed and adopted the valuation analyses of the independent appraiser to Endesa Américas engaged for purposes of evaluating the merger, Colin Becker, as representing a reasonable valuation of Endesa Américas as it continues to operate its business, which the Board of Directors considered in reaching its fairness determination;

 

    The liquidation value of Endesa Américas—The Board of Directors did not consider liquidation value because it considered Endesa Américas to be a viable going concern; and

 

    Purchase prices paid in previous purchases in previous two years—Since Endesa Américas was only organized on March 1, 2016 and became a separately traded public company as of April 21, 2016, there have not been any firm offers for the merger or consolidation of Endesa Américas into another company, the sale or transfer of all or any substantial part of the assets of Endesa Américas to another company, or the purchase of a controlling stake in Endesa Américas by another company, other than the merger and the tender offers. As a result, this was not considered as a factor in the decision by the Board of Directors.

The Board of Directors of Endesa Américas also considered a variety of other potentially positive and negative factors concerning the statutory merger dissenters’ withdrawal rights, including, without limitation, the following:

 

    Availability of alternatives—Unaffiliated shareholders of Endesa Américas that do not wish to exercise statutory merger dissenters’ withdrawal rights have the alternative of participating in the merger or participating in the tender offers.

 

    Benefits of the statutory merger dissenters’ withdrawal rights—Belief that the statutory merger dissenters’ withdrawal rights will provide certain benefits to the unaffiliated shareholders of Endesa Américas, such as providing method to receive cash for their shares.

 

    The fixed statutory merger dissenters’ withdrawal rights price—Unaffiliated shareholders of Endesa Américas that exercise statutory merger dissenters’ withdrawal rights will receive a fixed cash payment, even if the trading prices of Endesa Américas shares and ADSs increase or decrease prior to the consummation of the merger.

 

    Failure to consummate the merger—Because the conditions to consummation of the merger include shareholder approval of the merger and exercises of statutory merger dissenters’ withdrawal rights not exceeding specified thresholds, there is a possibility that the merger may not be consummated if more than the specified threshold number of Endesa Américas shareholders exercise statutory merger dissenters’ withdrawal rights.

 

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    Negative impacts upon Endesa Américas if the merger is not consummated—If the merger is not consummated, there may be negative impacts and costs for Endesa Américas, including the potential effect on the trading prices of Endesa Américas shares and ADSs, the potential diversion of management attention, and the potential negative effect on Endesa Américas business and existing relationships.

In reaching its determination, the Board of Directors did not consider it necessary to retain an unaffiliated representative to act solely on behalf of unaffiliated shareholders of Endesa Américas for purposes of negotiating the terms of the statutory merger dissenters’ withdrawal rights or preparing a report concerning the fairness of the statutory merger dissenters’ withdrawal rights because the terms of the statutory merger dissenters’ withdrawal rights are determined under the Chilean Companies Act in connection with a merger.

In reaching its determination, the Board of Directors of Endesa Américas considered, reviewed and adopted the report of Tyndall, as an independent valuator retained by the Board of Directors of Endesa Américas to evaluate the merger, a summary description of which is included under “— Summary of Report of Additional Independent Valuator of Endesa Américas (Tyndall)”.

After considering all the factors described above, the Board of Directors of Endesa Américas believes that while the availability of statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, based on the current market prices of Endesa Américas shares and ADSs, the tender offer price and the implied merger price, the statutory merger dissenters’ withdrawal rights price is uneconomic and, therefore, substantively not fair from a financial point of view, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Endesa Américas believes that the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which Endesa Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas.

This discussion of the information and factors considered by Board of Directors of Endesa Américas includes the material positive and negative factors considered by the Board of Directors, but is not intended to be exhaustive and may not include all of the factors considered by the Board of Directors, or any individual. Given the complexity of the factors considered, the Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and did not quantify or assign any relative or specific weights to the various factors that it considered in making its ultimate decision. Rather, the Board of Directors conducted an overall analysis of the factors described above. In addition, individual director of Endesa Américas may have given different weight to different factors.

Summary of Endesa Américas Directors’ Committee Report

In order to comply with Chilean law, on August 5, 2016, the Directors’ Committee of Endesa Américas issued a report as to whether or not the merger (1) contributes to the best interests of Endesa Américas, (2) is in line with prevailing market prices, terms and conditions at the time of its approval and (3) sets forth a fair merger exchange ratio of Enersis Américas shares for Endesa Américas shares. A copy of the Directors’ Committee report was sent to each of the individual directors of Endesa Américas. In connection with the Directors’ Committee report, the members of the Directors’ Committee each reviewed an independent appraiser report dated August 5, 2016 prepared by Mr. Colin Becker and independent valuator reports, each dated August 5, 2016, prepared by each of Santander Chile and Tyndall (collectively, the “Endesa Américas Reports”). The Directors’ Committee’s conclusions were supported by the following analysis:

Contribution to Endesa Américas’ Best Interest

In order to determine whether the merger contributes to the best interests of Endesa Américas, the Directors’ Committee of Endesa Américas considered the impact to Endesa Américas under two scenarios: whether (1) the

 

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merger is consummated or (2) whether the merger is not consummated. The Directors’ Committee analyzed each of the Endesa Américas Reports by the independent appraiser and the independent valuators, each of which indicated that the best interests of Endesa Américas would be served if the scenario where the merger is consummated were to occur. Taking the findings in the Endesa Américas Reports into account as well as the fact that there would be synergies in administrative expenses and services, the Directors’ Committee of Endesa Américas unanimously concluded that the merger contributes to the best interests of Endesa Américas.

Market Conditions

The Directors’ Committee of Endesa Américas unanimously concluded that the merger was in line with prevailing market prices, terms and conditions because (1) the tender offers provide for a minimum price that shareholders of Endesa Américas will receive (noting that the Directors’ Committee of Endesa Américas makes no judgment on the fairness of the price offered in the tender offers) and (2) Enel has indicated that it will vote in favor of the merger, which provides for a higher certainty of the merger being consummated under the terms and conditions being proposed.

Merger Exchange Ratio

Based on the merger exchange ratio estimates provided in the Endesa Américas Reports and the analysis conducted by the independent appraiser and the independent valuators in calculating these estimates, the Directors’ Committee of Endesa Américas unanimously concluded that the merger exchange ratio of 2.8 shares of Enersis Américas for each share of Endesa Américas is in line with prevailing market conditions.

Summary of Endesa Américas Directors’ Statements

In order to comply with Chilean law, each of the directors of Endesa Américas issued an individual statement in his capacity as a director of Endesa Américas as to whether or not the merger (1) contributes to the best interests of Endesa Américas and (2) is in line with prevailing market prices, terms and conditions at the time of its approval. Although no two statements were identical, each director individually concluded that the merger contributed to the best interest of Endesa Américas and is in line with prevailing market prices, terms and conditions at the time of its approval. In connection with their individual statements, the directors each reviewed the Endesa Américas Reports and the report of its Directors’ Committee. Each director placed varying degrees of emphasis on the factors he considered in his individual statement. The directors’ conclusions were supported by the following analysis:

Contribution to Endesa Américas’ Best Interest

Each of the directors of Endesa Américas concluded that the merger contributes to the best interest of Endesa Américas. Factors that were considered by one or more individual directors include, among others:

 

    Increased operational efficiency and effectiveness;

 

    Increased efficiency in decision-making;

 

    Increased corporate transparency;

 

    Greater stock liquidity;

 

    Synergies in administrative expenses and services;

 

    Synergies due to a simplified and efficient corporate structure; and

 

    Elimination of additional costs attributable to future reorganizations;

 

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Market Conditions

Each of the directors of Endesa Américas concluded that the merger was in line with prevailing market prices, terms and conditions. Factors that were considered by one or more individual directors include, among others:

 

    The proposed merger exchange ratio of 2.8 shares of Enersis Américas, which is at the top of the range estimated by the independent appraiser and the independent valuators, for each share of Endesa Américas is reasonable and will benefit the shareholders of Endesa Chile; and

 

    The proposed merger exchange ratio range is reasonable and fair as compared to the prevailing conditions on the market.

Summary of Deutsche Bank Securities Inc.’s Fairness Opinion

Deutsche Bank has acted as a financial advisor to Endesa Américas in connection with the merger. At the August 5, 2016 meeting of the Board of Directors of Endesa Américas, Deutsche Bank delivered its oral opinion to the Board of Directors of Endesa Américas, subsequently confirmed by delivery of a written opinion dated August 5, 2016, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank’s opinion, the exchange ratio of 2.80 (the “Exchange Ratio”) shares of Enersis Américas common stock per share of Endesa Américas common stock was fair, from a financial point of view, to the holders of Endesa Américas common stock, excluding Enersis Américas and its affiliates. Deutsche Bank expressed no opinion with respect to (i) the Chilectra Américas merger exchange ratio of 4.0 (the “Chilectra Américas Merger Exchange Ratio”) shares of Enersis Américas common stock per share of Chilectra Américas common stock, the ADS exchange ratio of 1.68 (the “ADS Exchange Ratio”) ADSs of Enersis Américas per ADS of Endesa Américas common stock (ii) the right of holders of Endesa Américas common stock, Enersis Américas common stock or Chilectra Américas common stock who dissent from approval of the merger to exercise statutory merger dissenters’ withdrawal rights (derecho a retiro) and receive from Endesa Américas, Enersis Américas or Chilectra Américas, respectively, a cash payment to be determined pursuant to the Merger Terms and Conditions (the “Withdrawal Rights”) or (iii) the cash tender offer by Enersis Américas for all shares of Endesa Américas common stock (including in the form of Endesa Américas ADSs), other than shares owned directly or indirectly by Enersis Américas (the “Tender Offer”) prior to the consummation of the merger.

The full text of Deutsche Bank’s written opinion, dated August 5, 2016, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken by Deutsche Bank in connection with the opinion, is included in this information statement/prospectus as Annex C and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in this information statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and was for the use and benefit of, the Board of Directors of Endesa Américas in connection with and for the purpose of its evaluation of the merger. Deutsche Bank’s opinion was limited to the fairness of the Exchange Ratio, from a financial point of view, to the holders of Endesa Américas common stock, excluding Enersis Américas and its affiliates. Deutsche Bank’s opinion did not address any other terms of the Merger, including the ADS Exchange Ratio, the Chilectra Américas Merger Exchange Ratio, the Tender Offer, the Withdrawal Rights or other terms described in the merger Terms and Conditions. Endesa Américas did not ask Deutsche Bank to, and Deutsche Bank’s opinion did not, address the fairness of the merger, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of Endesa Américas, nor did it address the fairness of the contemplated benefits of the merger. Deutsche Bank expressed no opinion, and Deutsche Bank’s opinion does not constitute a recommendation, as to how any holder of shares of Endesa Américas common stock and/or Endesa Américas ADS should vote with respect to the merger. Deutsche Bank did not express any view or opinion

 

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as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees of any parties to the merger or any class of such persons, in connection with the merger, whether relative to the Exchange Ratio or otherwise. Deutsche Bank’s opinion did not in any manner address what the value of the shares of Enersis Américas common stock or Enersis Américas ADSs will be when issued pursuant to the merger or the prices at which the shares of Enersis Américas common stock, the Enersis Américas ADSs or any other securities will trade following the announcement or consummation of the merger.

In connection with its role as financial advisor to Endesa Américas, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning Endesa Américas, Enersis Américas and Chilectra Américas, certain internal analyses, financial forecasts, long-term business plans and other information relating to Endesa Américas and Enersis Américas prepared by management of Endesa Américas and Enersis Américas. Deutsche Bank has also held discussions with certain senior officers, the Board of Directors of Endesa Américas and other representatives and advisors of Endesa Américas regarding the businesses and prospects of Endesa Américas, Enersis Américas and Chilectra Américas. In addition, Deutsche Bank:

 

    reviewed the reported prices and trading activity for the Endesa Américas common stock and Enersis Américas common stock;

 

    compared certain financial and stock market information for Endesa Américas and Enersis Américas with, to the extent publicly available, similar information for certain other companies Deutsche Bank considered relevant whose securities are publicly traded;

 

    reviewed, to the extent publicly available, the financial terms of certain recent business combinations which Deutsche Bank deemed relevant;

 

    reviewed the final form of the Merger Terms and Conditions submitted for the approval of the Board of Directors of Endesa Américas on the date of Deutsche Bank’s opinion; and

 

    performed such other studies and analyses and considered such other factors as Deutsche Bank deemed appropriate.

Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Endesa Américas or Enersis Américas, including, without limitation, any financial information considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank, with the knowledge and permission of the Board of Directors of Endesa Américas, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare, obtain or review any independent evaluation or appraisal of any of the assets, stocks or liabilities (including, but not limited to, any contingent, derivative or off-balance-sheet assets or liabilities), of Endesa Américas or Enersis Américas or any of their respective subsidiaries, including, but not limited to, Chilectra Américas, nor did Deutsche Bank evaluate the solvency or fair value of Endesa Américas, Enersis Américas or any of their respective affiliates under any law relating to bankruptcy, insolvency or similar matters. Any valuations, financial and other forecasts and/or estimates or projections and other assumptions relating to Codensa S.A. E.S.P., Empresa de Energía de Cundinamarca S.A. E.S.P., Empresa de Distribución Eléctrica de Lima Norte S.A.A., Inversiones Distrilima S.A., Generalima, S.A.C., Empresa Eléctrica de Piura S.A., and Central Dock Sud S.A. reflected in Deutsche Bank’s analysis (the “Enersis Américas Forecasts”) were provided to Deutsche Bank by the management of Enersis Américas and by Enersis Américas’ advisors, as authorized by Endesa Américas and Enersis Américas’ respective boards of directors. At the direction of the Board of Directors of Endesa Américas, Deutsche Bank’s discussions with management of Endesa Américas regarding the Enersis Américas Forecasts have been limited only to certain modifications made by management of Endesa Américas to certain working capital assumptions contained therein. At the direction of the Board of Directors of Endesa Américas, Deutsche Bank did not discuss any other aspect of the Enersis Américas Forecasts with management of Endesa Américas, which limitation the Board of Directors of Endesa Américas advised Deutsche Bank is

 

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required under the Chilean Companies Act. In addition, Deutsche Bank has not carried out an independent review or investigation of the Enersis Américas Forecasts and has, at the direction of management of Endesa Américas, used the Enersis Américas Forecasts in its financial analysis in the form provided by the management of Enersis Américas to Deutsche Bank. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses (including, but not limited to, the Enersis Américas Forecasts), Deutsche Bank assumed, with the knowledge and permission of the Board of Directors of Endesa Américas, that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Endesa Américas and Enersis Américas, as the case may be, as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they were based. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which it becomes aware after the date of its opinion.

For purposes of rendering its opinion, Deutsche Bank assumed, with the knowledge and permission of the Board of Directors of Endesa Américas, that in all respects material to its analysis, the merger would be consummated in accordance with the terms set forth in the Merger Terms and Conditions, without any waiver, modification or amendment of any term or condition that was material to its analysis, including, but not limited to, the completion of the merger of Chilectra Américas with and into Enersis Américas pursuant to the Chilectra Américas Merger Exchange Ratio. Deutsche Bank further assumed, with the knowledge and permission of the Board of Directors of Endesa Américas that (i) all material governmental, regulatory or other approvals and consents required in connection with the consummation of the merger would be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions would be imposed that would be material to its analysis and (ii) that the Tender Offer was not material to its analysis. In addition, with the knowledge and permission of the Board of Directors of Endesa Américas, Deutsche Bank’s analyses did not take into account any exercise of Withdrawal Rights by the holders of Endesa Américas common stock, Enersis Américas common stock or Chilectra Américas common stock. Endesa Américas advised Deutsche Bank that no agreement has been entered into or will be entered into among Enersis Américas, Endesa Américas and Chilectra Américas in connection with the merger, and the merger will be effected by operation of law if approved by the holders of at least two-thirds of the outstanding voting shares of each of Enersis Américas, Endesa Américas and Chilectra Américas and certain other conditions described in the Merger Terms and Conditions are met. Deutsche Bank is not a legal, regulatory, tax or accounting expert and Deutsche Bank relied on the assessments made by Endesa Américas and its other advisors with respect to such issues. Representatives of Endesa Américas informed Deutsche Bank, and Deutsche Bank further assumed with the knowledge and permission of the Board of Directors of Endesa Américas, that the terms of the Merger Terms and Conditions approved by the Board of Directors of Endesa Américas will not differ materially from the terms set forth in the final form of the Merger Terms and Conditions that Deutsche Bank reviewed. Further, representatives of Endesa Américas informed Deutsche Bank, and Deutsche Bank further assumed with the knowledge and permission of the Board of Directors of Endesa Américas, that the value of an Endesa Américas ADS was equivalent to the value of 30 shares of Endesa Américas common stock and that the value of an Enersis Américas ADS was equivalent to the value of 50 shares of Enersis Américas common stock, and Deutsche Bank did not, with the knowledge and permission of the Board of Directors of Endesa Américas take into account any impact on the value of an Endesa Américas ADS or Enersis Américas ADS relating to the fact that such securities are traded on different markets, and in different currencies, than the respective underlying common stock.

Deutsche Bank expressed no opinion as to the merits of the underlying decision by Endesa Américas to engage in the Merger or the relative merits of the merger as compared to any alternative transactions or business strategies.

Endesa Américas selected Deutsche Bank as its financial advisor in connection with the merger based on Deutsche Bank’s qualifications, expertise, reputation and experience in mergers and acquisitions. Endesa

 

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Americas has agreed to pay Deutsche Bank aggregate fees up to $1,750,000 (the “Transaction Fees”), of which $500,000 became payable upon the delivery of Deutsche Bank’s opinion (or would have become payable upon Deutsche Bank advising Endesa Americas that it was unable to render an opinion) and $750,000 of which is contingent upon consummation of the merger and up to $500,000 of which will be payable upon consummation of the merger at the discretion of Endesa Américas. Endesa Américas has also agreed to reimburse Deutsche Bank for the fees, expenses and disbursements of Deutsche Bank’s counsel and Deutsche Bank’s travel and other out-of-pocket expenses incurred in connection with the merger or otherwise arising out of the retention of Deutsche Bank. Endesa Américas has also agreed to indemnify Deutsche Bank and certain related persons to the full extent lawful against certain liabilities, in connection with its engagement.

Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG, which, together with its affiliates, is referred to in this information statement/prospectus as the “DB Group”. One or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) and other financial services to Enersis Américas or its affiliates for which they have received, and in the future may receive, compensation, including acting as (i) financial advisor to (a) Endesa S.A. in connection with the sale of Endesa Latinoamerica, S.A. and an equity stake in Enersis S.A. to Enel in October 2014 and (b) Enel in connection with the sale of an equity stake in Slovenske Elektrarne AS to Energetický a Průmyslový Holding in July 2016; (ii) as joint dealer manager and joint bookrunner in the exchange offer targeting six EUR senior unsecured notes issued by Enel Finance International, a subsidiary of Enel, due between 2017 and 2021 for new 1.966% notes due 2025 issued by Enel Finance International, completed in January 2015 and (iii) joint bookrunner in the €1.0 billion and £0.5 billion offering of hybrid notes (coupons of 5.000% and 6.625%) issued by Enel in January 2014. During the period starting on January 1, 2014 and ending on August 5, 2016 (excluding the Transaction Fees), members of the DB Group received fees of approximately € 8,930,000 in the aggregate for services rendered to Enersis Américas or its affiliates. In addition, one or more members of the DB Group have, from time to time, provided investment banking services to Endesa Américas or its affiliates for which they have received compensation, including acting as financial advisor to Empresa Nacional de Electricidad S.A. (“Endesa Chile”) in its spin-off, which resulted in the formation of Endesa Américas. During the period starting on January 1, 2014 and ending on August 5, 2016 (excluding the Transaction Fees and any fees received from Enersis Américas or its affiliates mentioned above), members of the DB Group received fees of approximately € 690,000 in the aggregate for services rendered to Endesa Américas or its affiliates. The DB Group may also provide investment and commercial banking services to Enersis Américas in the future, for which the DB Group would expect to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Enersis Américas, Endesa Américas and their respective affiliates (including, but not limited to, Chilectra Américas) for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Summary of Material Financial Analyses of Deutsche Bank

The following is a summary of the material financial analyses presented by Deutsche Bank to the Board of Directors of Endesa Américas at its meeting held on August 5, 2016 and used in connection with rendering Deutsche Bank’s opinion described above.

The following summary, however, does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described represent the relative importance or weight given to the analyses by Deutsche Bank. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of Deutsche Bank’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses,

 

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could create a misleading or incomplete view of the analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 1, 2016, and is not necessarily indicative of current market conditions.

Market data in currencies other than U.S. dollars was converted into U.S. dollars using the corresponding foreign exchange rate as of closing of August 1, 2016.

Exchange Ratio Analysis

In assessing the exchange ratio, Deutsche Bank derived ranges of values for each of Endesa Américas, Enersis Américas and Chilectra Américas using the methodologies described in the summaries under the captions “Sum-of-the-Parts Discounted Cash Flow Analysis”, “Sum-of-the-Parts Trading Based Analysis”, “Sum-of-the-Parts Transaction Based Analysis” and “Current Trading Levels Analysis” set forth below. Each of these methodologies was used to generate implied valuation ranges for Endesa Américas, Enersis Américas and Chilectra Américas. For each methodology, an implied exchange ratio was then calculated based on the implied valuation ranges. Given the different nature of the businesses in which Endesa Américas, Enersis Américas and Chilectra Américas participate, Deutsche Bank analyzed each company as the sum of its constituent businesses, or as the “sum of the parts” or “SOTP.” Deutsche Bank also performed the exchange ratio calculation based on the assumption that the merger of Chilectra Américas into Enersis Américas will be effected in accordance with the Chilectra Américas Merger Exchange Ratio.

The following table outlines the implied exchange ratios derived using each of these methodologies:

 

Valuation Methodology

   Implied
Exchange Ratio

SOTP discounted cash flow analysis

   2.08x - 2.74x

SOTP trading based analysis

   2.09x - 2.63x

SOTP transaction based analysis

   2.24x - 2.82x

Current trading levels

   2.59x - 2.93x

Implied ownership stake of holders of Endesa Américas common stock in Enersis Américas following the merger

In addition, for each analysis methodology, Deutsche Bank derived the implied pro forma ownership stake of holders of Endesa Américas common stock in Enersis Américas following the merger utilizing the relative contribution of Endesa Américas’ valuation to Enersis Américas and considering the current 40.0% minority stake in Endesa Américas.

The following table outlines the implied pro forma ownership stake of holders of Endesa Américas common stock in Enersis Américas following the merger using each of these methodologies:

 

Analysis Methodologies

   Implied
Ownership Stake

SOTP discounted cash flow analysis

   12.2% - 15.5%

SOTP trading based analysis

   12.3% - 14.9%

SOTP transaction based analysis

   13.0% - 15.8%

Current trading levels

   14.8% - 16.3%

Sum-of-the-Parts Discounted Cash Flow Based Analysis

Deutsche Bank performed a SOTP discounted cash flow analysis of Endesa Américas and Enersis Américas to calculate ranges of implied present value per each Endesa Américas common share and each Enersis Américas

 

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common share as of June 30, 2016 using (i) financial forecasts for Endesa Américas’ and Enersis Américas’ power generation, distribution and transmission assets (the “Transaction Assets”) provided by management of both Endesa Américas and Enersis Américas, and (ii) certain tax benefits projected by management of Endesa Américas and Enersis Américas resulting from the merger.

Deutsche Bank converted the financial forecasts of each of the Transaction Assets from their corresponding local currency into U.S. dollars using the foreign exchange rate assumptions provided by the managements of Endesa Américas and Enersis Américas.

In performing the discounted cash flow analysis, Deutsche Bank calculated the weighted average cost of capital (WACC) in nominal U.S. dollars based on the macro economic conditions of the country where each Transaction Asset is located and the risk of the industry sector in which they operate.

In the particular case of holding companies, Deutsche Bank considered the average WACC of the country across different industry sectors.

The following table outlines the mid-point WACC used to calculate the present value of the Transaction Assets.

 

Discount Rate Analysis       

Country—Industry

   WACC  

Brazil—Distribution (“Dx”)

     7.41

Brazil—Generation (“Gx”)

     9.21

Brazil—Transmission (“Tx”)

     10.28

Argentina—Dx

     9.56

Argentina—Gx

     11.41

Argentina—Tx

     12.47

Peru—Dx

     6.56

Peru—Gx

     8.22

Colombia—Dx

     6.64

Colombia—Gx

     8.44

Deutsche Bank considered a WACC range for each Transaction Asset calculated as the corresponding mid-point WACC plus a 7.5% proportional spread and mid-point WACC less 7.5% proportional spread.

Deutsche Bank applied the discount rate to (i) Endesa Américas and Enersis Américas management estimates of the after-tax unlevered free cash flows for the Transaction Assets for the period from June 30, 2016 through December 31, 2020, using the mid-year convention, with the exception of Transaction Assets whose projections were extended beyond 2020 due to end of concessions and, in the case of Emgesa, long term contract with normalized prices to be reached in 2024, (ii) residual values for specific Transaction Assets, using the mid-year convention, and (iii) a range of estimated terminal values of Transaction Assets derived by growing the projected 2020 unlevered after-tax free cash flows using a perpetuity growth rate range of 1.95% to 2.45%.

The following table outlines the last year of projection for the Transaction Assets whose projections extended beyond 2020:

 

     Last Projection Year  

Emgesa S.A. ESP

     2024   

Centrais Elétricas Cachoeira Dourada S.A.

     2027   

Compañía de Interconexión Energética S.A.

     2022   

Central Geradora Termelétrica Fortaleza S.A.

     2031   

Hidroeléctrica El Chocón S.A.

     2023   

Central Costanera S.A.

     2023   

Central Dock Sud S.A.

     2023   

 

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Deutsche Bank converted net debt as of June 30, 2016 of each of the Transaction Assets into U.S. dollars using the corresponding foreign exchange rate as of closing of August 1, 2016.

Taking into account net debt of each of the Transaction Assets as of June 30, 2016, Deutsche Bank calculated the equity value of each Transaction Asset.

Deutsche Bank calculated the sum of Endesa América’s proportional equity value in each Transaction Asset by multiplying the total equity value by Endesa Américas’ percentage ownership in the Transaction Asset.

The sum of the individual proportional equity values resulted in a range of implied proportional equity value of Endesa Américas which was divided by the number of Endesa Américas common shares as of June 30, 2016 to determine the implied proportional equity value per share of approximately US$ 0.50 to US$ 0.59.

Ranges of implied proportional equity value per share of Enersis Américas (including 0.9% of Chilectra Américas minority shareholders) were calculated applying the same methodology described above, resulting in a range of US$ 0.50 to US$ 0.24.

A dividend to shareholders of Chilectra Américas in the amount of Ch$ 120 billion was considered in the calculation of the sum of the implied proportional equity values of Enersis Américas as advised by the management of Endesa Américas. According to the management of Endesa Américas, this dividend will be put to a vote during the next extraordinary shareholders’ meeting that will vote on the merger.

Sum-of-the-Parts Trading Based Analysis

Deutsche Bank reviewed and compared certain financial information and commonly used analysis measurements for Endesa Américas and Enersis Américas with corresponding financial information and analysis measurements for certain selected companies.

 

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The table below outlines the selected comparable companies whose mean TEV/2016E EBITDA multiple (as defined below) per sector and geography were utilized in order to determine the implied TEV (as defined below) for each Transaction Asset depending on the sector and geography in which they operate. For purposes of this analysis, Transaction Assets operating in Colombia and Peru are considered the Latin American mean. Assets operating in Argentina are considered the Latin American mean adjusted to reflect a discount based on higher weighted average capital costs.

 

Selected comparable companies                     

Company

   Sector      Country      TEV / 2016E
EBITDA
 

AES Gener SA

     Generation         Chile         11.1x   

Empresa Nacional de Electricidad Chile SA

     Generation         Chile         9.0x   

Colbún SA

     Generation         Chile         8.4x   

Engie Energía Chile SA

     Generation         Chile         9.2x   

Engie Brasil Energia SA

     Generation         Brazil         8.4x   

AES Tietê Energia SA

     Generation         Brazil         7.2x   

Cia Energética de São Paulo

     Generation         Brazil         9.2x  

Argentina Generation Mean

           5.6x   

Brazil Generation Mean

           8.3x   

Latin America Generation Mean

           8.9x   

Equatorial Energia SA

     Distribution         Brazil         11.2x   

Eletropaulo Metropolitana Eletricidade de Sao Paulo SA

     Distribution         Brazil         8.1x   

Luz del Sur SA

     Distribution         Peru         9.5x   

Empresa de Distribución Eléctrica de Lima Norte SA

     Distribution         Peru         6.6x   

Edenor SA

     Distribution         Argentina         5.6x   

Argentina Distribution Mean

           5.1x   

Brazil Distribution Mean

           7.6x   

Latin America Distribution Mean

           8.2x   

Alupar Investimento SA

     Transmission         Brazil         7.5x   

Transmissora Alianca de Energia Eletrica SA

     Transmission         Brazil         8.4x   

Cia de Transmissão de Energia Elétrica Paulista

     Transmission         Brazil         21.8x   

Argentina Transmission Mean

           7.8x   

Brazil Transmission Mean

           12.6x   

Latin America Transmission Mean

           12.6x   

Although none of the above selected companies are directly comparable to Endesa Américas and Enersis Américas, the companies included were chosen because they are publicly traded companies with financial and operating characteristics that, for purposes of this analysis, may be considered similar to certain financial and operating characteristics of Endesa Américas and Enersis Américas. Accordingly, the analysis of publicly traded companies was not simply mathematical. Rather, it involved complex considerations and qualitative judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of such companies.

Relevant companies (Empresa Eléctrica Pehuenche SA, Isagen SA, Edegel SA, Engie Energía Perú SA, Empresa Eléctrica de Piura SA, Constanera SA, Ampla Energia e Serviços SA, and Companhia Energética do Ceará—Coelce) were excluded from the selected comparable companies due to reasons such as lack of liquidity, lack of 2016E EBITDA estimates, different capital structures, and imminent corporate actions which might alter their trading values.

Holding company multiples applied to relevant Endesa Américas’ and Enersis Américas’ subsidiaries were calculated based on weighted average multiples of Endesa Américas’ and Enersis Américas’ non-holding subsidiaries.

 

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Deutsche Bank calculated the total enterprise value (“TEV”) as a multiple of estimated EBITDA, which is referred to in this information statement/prospectus as a “TEV/EBITDA” multiple, for each of the selected companies based on (i) the closing trading prices of the selected companies on August 1, 2016, (ii) information contained in public filings of the selected companies as of March 31, 2016 or June 30, 2016 as applicable and (iii) Wall Street consensus analyst estimates of 2016E EBITDA in U.S. dollars for the selected companies. Deutsche Bank applied the TEV/EBITDA of selected comparable companies to the EBITDA of each Transaction Asset to determine the implied TEV of each Transaction Asset.

Taking into account the net debt of each of the Transaction Assets as of June 30, 2016, Deutsche Bank calculated the equity value of each Transaction Asset. Deutsche Bank calculated Endesa Américas’ proportional equity value in each Transaction Asset by multiplying the equity value by Endesa Américas’ percentage ownership in the Transaction Asset. The sum of the individual proportional equity values resulted in a range of implied proportional equity value of Endesa Américas which was divided by the number of shares of Endesa Américas common stock as of June 30, 2016 to determine the implied proportional equity value per share of approximately US$ 0.49 to US$ 0.55.

Ranges of implied proportional equity value per share of Enersis Américas common stock (including 0.9% of Chilectra Américas minority shareholders) were calculated applying the same methodology described above, resulting in a range of US$ 0.21 to US$ 0.23.

 

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Sum-of-the-Parts Transaction Based Analysis

Deutsche Bank reviewed and analyzed statistics for selected public Latin America utility sector transactions since 2005 with transaction values over US$ 50 million. No transaction utilized in this analysis is identical to the merger. There are certain transactions that provide reference for transaction values at the subsidiary level, grouped by sector. The following list provides the selected transactions for each sector and the corresponding TEV / last twelve months (“LTM”) multiple:

 

Target

   Sector      Country      TEV / LTM
EBITDA
 

Isagen S.A. (01/2016)

     Generation         Colombia         12.4x   

Fenix Power Peru SA (12/2015)

     Generation        

 

Chile / Peru

UAE

  

  

     13.4x   

Rio Verde Energia SA (08/2015)

     Generation         Brazil         9.5x   

Porto do Pecém Geração de Energia SA (12/2014)

     Generation         Chile         8.7x   

GDF SUEZ Energie Services SA

     Generation         Central America         9.8x   

Generandes Peru SA (04/2014)

     Generation         Peru         6.6x   

Empresa Electrica Guacolda SA (03/2014)

     Generation         Chile         11.7x   

Brasil PCH SA (06/2013)

     Generation         Brazil         10.0x   

Emgesa S.A. ESP (08/2012)

     Generation         Colombia         11.6x   

Edegel SAA (09/2010)

     Generation         Peru         5.8x   

Edegel SAA (10/2009)

     Generation         Peru         7.8x   

Edegel SAA (09/2008)

     Generation         Peru         12.2x   

Electroandes SA (09/2007)

     Generation         Peru         10.8x   

Hidroelectrica Piedra del Aguila SA (11/2006)

     Generation         Argentina         6.9x   

Colbun SA (05/2006)

     Generation         Chile         9.3x   

Latin America Generation Mean

           9.8x   

Target

   Sector      Country      TEV / LTM
EBITDA
 

Terna S.p.A (04/2009)

     Transmission         Brazil         7.9x   

Transmissoras Brasileiras de Energia S.A. (09/2008)

     Transmission         Brazil         8.9x   

Transener SA (07/2007)

     Transmission         Argentina         7.4x   

Companhia de Transmissão de Energia Elétrica Paulista (06/2006)

     Transmission         Brazil         9.4x   

HQI Transelec Chile SA (06/2006)

     Transmission         Chile         8.6x   

Latin America Transmission Mean

           8.4x   

Target

   Sector      Country      TEV / LTM
EBITDA
 

AES Sul Distribuidora Gaucha de Energia SA (06/2016)

     Distribution         Brazil         11.6x   

Distribuidora de Electricidad de Occidente SA (01/2016)

     Distribution         Central America         4.6x   

Compania General de Electricidad SA (10/2014)

     Distribution         Chile         5.2x   

Companhia Energetica do Ceara (01/2014)

     Distribution         Brazil         11.5x   

Aeseba SA (02/2013)

     Distribution         Argentina         3.9x   

Codensa SA (10/2012)

     Distribution         Colombia         9.4x   

Edelnor S.A.A. (10/2012)

     Distribution         Peru         10.0x   

Luz del Sur SA (01/2011)

     Distribution         Peru         6.6x   

Elektro - Eletricidade e Servicos SA (01/2011)

     Distribution         Brazil         5.7x   

Emdersa Generación Salta SA (01/2011)

     Distribution         Argentina         4.2x   

Chilquinta Energia SA (01/2011)

     Distribution         Chile         9.0x   

Light S.A. (03/2010)

     Distribution         Brazil         6.7x   

Light S.A. (12/2009)

     Distribution         Brazil         6.4x   

Edelnor S.A.A. (10/2009)

     Distribution         Peru         6.1x   

Luz del Sur SA (10/2007)

     Distribution         Peru         6.9x   

Chilquinta Energia SA (10/2007)

     Distribution         Chile         9.0x   

Empresas Emel S.A. (09/2007)

     Distribution         Chile         11.5x   

Edenor SA (06/2007)

     Distribution         Argentina         6.9x   

Rio Grande Energia SA (05/2006)

     Distribution         Brazil         5.1x   

Light S.A. (03/2006)

     Distribution         Brazil         5.1x   

Espirito Santo Centrais Eletricas SA (04/2005)

     Distribution         Brazil         7.5x   

Latin America Distribution Mean

           7.3x   

 

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Deutsche Bank applied the TEV/ LTM EBITDA of select precedent transactions to the LTM EBITDA in U.S. dollars of each Transaction Asset to determine the implied TEV of the Transaction Asset.

Taking into account Endesa Américas management estimates of net debt of each of the Transaction Assets as of June 30, 2016, Deutsche Bank calculated the equity value of each Transaction Asset.

Deutsche Bank calculated Endesa Américas’ proportional equity value in each Transaction Asset by multiplying the equity value by Endesa Américas’ percentage ownership in the Transaction Asset. The sum of the individual proportional equity values resulted in a range of implied proportional equity value of Endesa Américas which was divided by the number of shares of Endesa Américas common stock as of June 30, 2016 to determine the implied proportional equity value per share of approximately US$ 0.55 to US$ 0.61.

Ranges of implied proportional equity value per share of Enersis Américas (including 0.9% of Chilectra Américas minority shareholders) were calculated applying the same methodology described above, resulting in a range of US$ 0.22 to US$ 0.25.

Current Trading Levels

Deutsche Bank calculated the minimum and maximum implied Enersis Américas / Endesa Américas exchange ratio on a daily basis during the trading period commencing April 21, 2016 and ending on August 1, 2016. During this period, Endesa Américas’ common stock traded on the Santiago Stock Exchange within the range of US$ 0.41 to US$ 0.47 per share, while Enersis Américas’ common stock traded on the Santiago Stock Exchange within the range of US$ 0.14 and US$ 0.17 (including 0.9% of the market value of Chilectra Americas) per share. Common stock prices were converted from Chilean Pesos into U.S. dollars using the corresponding foreign exchange rate as of closing of each trading day.

The companies’ trading levels implied a minimum exchange ratio of 2.59 shares of Enersis Américas common stock per share of Endesa Américas common stock and a maximum exchange ratio of 2.93 shares of Enersis Américas common stock per share of Endesa Américas common stock.

Other Preliminary Financial Analyses and Presentations

July 27, 2016 Presentation

Deutsche Bank presented its preliminary material financial analyses to the Board of Directors of Endesa Américas at its meeting held on July 27, 2016, which contained substantially the same analyses as described above, with the exception of (i) the Chilectra Américas Merger Exchange Ratio, (ii) the withdrawal rights threshold with respect to shares of Enersis Américas common stock and Endesa Américas common stock, (iii) updated market data for the period beginning July 20, 2016 to August 1, 2016 and (iv) other related adjustments thereto.

June 29, 2016 Presentation

On June 29, 2016, the Board of Directors of Endesa Américas held a meeting at which representatives of Deutsche Bank delivered a presentation explaining the scope and status of the financial analysis being conducted in connection with the fairness opinion, including main analysis methodologies. Deutsche Bank’s presentation covered, among other things, key discounted cash flow assumptions and discount rates, the proposed timeline of the transaction, certain macroeconomic changes, revised projections provided by Endesa Américas and Enersis Américas and market data updates.

Miscellaneous

This summary is not a complete description of Deutsche Bank’s opinion or the analyses underlying, and factors considered in connection with, Deutsche Bank’s opinion. The preparation of a fairness opinion is a

 

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complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Deutsche Bank believes that its analyses described above must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Deutsche Bank’s opinion. In arriving at its fairness determination, Deutsche Bank considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction in the analyses described above is identical to Endesa Américas, Enersis Américas, Chilectra Américas or the merger.

In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted analysis methods. The analyses does not purport to be an appraisal or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. As described above, in connection with its analyses, Deutsche Bank made, and was provided by the managements of Endesa Américas and Enersis Américas, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Deutsche Bank, Endesa Américas or Enersis Américas. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of Endesa Américas or Enersis Américas or their respective advisors, Deutsche Bank does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

Endesa Américas did not provide specific instructions to, or place any limitations on, Deutsche Bank with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The terms of the merger, including the Exchange Ratio and ADS Exchange Ratio, were determined by the Boards of Directors of each of Enersis Américas, Endesa Chile and Chilectra. Deutsche Bank did not recommend any specific consideration to Endesa Américas or the Board of Directors of Endesa Américas, or that any specific amount or type of consideration constituted the only appropriate consideration for the transaction.

Summary of Report of Independent Appraiser of Endesa Américas (Colin Becker)

On May 6, 2016, the Board of Directors of Endesa Américas designated Colin Becker as an independent appraiser (perito independiente) as required under Chilean law. Specifically, Mr. Becker was engaged to provide a final report as to the value and merger exchange ratios of the merging companies in accordance with Articles 156 and 168 of the Chilean Corporate Regulations and SVS instructions.

Mr. Becker is the Advisory & Deals Lead Partner for PricewaterhouseCoopers Chile (“PwC Chile”) and in appointing him, the Board of Directors of Endesa Américas considered his experience as well as the fact that he holds a bachelor’s degree in Commerce from the University of Witwatersrand in South Africa, an honors bachelor’s degree in Accounting Science from the University of South Africa, a degree in Public Accounting and Auditing (Contador Público y Auditor) from Universidad Gabriela Mistral in Chile and is also a Chartered Accountant in South Africa.

At the August 5, 2016 meeting of the Board of Directors of Endesa Américas, Mr. Becker delivered his final report that sets forth:

 

    the proposed merger exchange ratios in connection with the merger, based on an economic valuation of the equity of Enersis Américas, Endesa Américas and Chilectra Américas prepared by PwC Chile as of June 30, 2016; and

 

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    the number of shares to be issued by Enersis Américas based on the proposed merger exchange ratios and unaudited pro forma consolidated statement of financial position of Enersis Américas as of June 30, 2016, to be exchanged for the issued and outstanding Endesa Américas and Chilectra Américas shares upon consummation of the merger.

Conclusion of Colin Becker

Mr. Becker proposed the following merger exchange ratios in connection with the merger:

 

     Endesa Américas    Chilectra Américas

Proposed by the Board of Directors in November 2015

   2.8 Shares    5.0 Shares

Proposed by the Board of Directors in August 2016

   2.8 Shares    4.0 Shares

Determined by the Independent Appraiser

   2.5979 Shares    3.2431 Shares

Based on the above merger exchange ratios, Mr. Becker calculated the requisite number of shares to be issued by Enersis Américas as follows:

 

LOGO

The full text of these conclusions and Mr. Becker’s final report dated August 5, 2016 is attached as Annex D to this information statement/prospectus. The report outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Mr. Becker in rendering his report. The description of Mr. Becker’s final report contained herein is qualified in its entirety by reference to the full text of the report. Holders of Endesa Américas shares are urged to read the entire final report carefully in connection with their consideration of the proposed merger.

Mr. Becker’s conclusions speaks only as of the date of his report, which was prepared for the exclusive use and knowledge of the management, the Board of Directors and shareholders of Endesa Américas. Therefore, the report should not be used for any other purpose without his knowledge. It does not address the underlying business decision of Endesa Américas to engage in the merger or any other aspect of the merger and is not a recommendation to any holder of Endesa Américas shares as to how such holder of Endesa Américas shares should vote at the special meeting with respect to the merger or any other matter.

The Board of Directors of Endesa Américas determined the merger exchange ratios for the merger. Mr. Becker’s analysis provided an independent determination of the merger exchange ratios for the Board of Directors’ reference as required under Chilean law.

Methodology Utilized by Colin Becker

In connection with rendering his report on August 5, 2016, Mr. Becker determined the merger exchange ratios presented above based on the economic valuation of Enersis Américas, Endesa Américas and Chilectra Américas’ equity prepared by PwC Chile.

In addition, Mr. Becker reviewed the unaudited pro forma consolidated statement of financial position prepared by the management of Enersis Américas, to calculate the number of shares to be issued by Enersis

 

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Américas in exchange for the issued and outstanding Endesa Américas and Chilectra Américas shares upon consummation of the merger. The unaudited pro forma consolidated statement of financial position assumes that the merger is approved and consolidates the assets, liabilities, rights and obligations of Endesa Américas and Chilectra Américas as of June 30, 2016. The merger share exchange ratios determined by Mr. Becker differ from those proposed by the Board of Directors in August 2016 and, consequently, the unaudited pro forma consolidated statement of financial position of Enersis Américas presented in the annex to Mr. Becker’s report includes an adjustment for the number of Enersis Américas shares to be issued in the merger based on the difference in merger exchange ratios. However, this adjustment did not affect the net equity of the merged entities. Mr. Becker further considered the consolidated interim financial statements of Endesa Américas and Chilectra Américas as of June 30, 2016 and the effect of the distribution of an extraordinary Ch$120 billion dividend by Chilectra Américas, subject to approval by shareholders of Chilectra Américas.

Estimated Economic Valuation by PwC Chile

As discussed above, Mr. Becker reviewed PwC Chile’s calculation of the estimated economic valuation of Enersis Américas, Endesa Américas and Chilectra Américas’ equity. In preparing the economic valuations contained in the presentation dated August 5, 2016, PwC Chile reviewed and considered, among other things, information provided by Endesa Américas, which consisted of historical financial information, macroeconomic assumptions, the 2016 budget, investment estimates, business plans and financial projections for each business, information on new generation plants, termination and concession renewals, generation capacity, the volume of energy sold, and tariffs. PwC Chile also received presentations from the management of Enersis Américas, Endesa Américas and Chilectra Américas on their financial projections, investment estimates, and tax implications. Management also responded to queries and requests for additional information.

The full text of PwC Chile’s presentation dated August 5, 2016, which contains, among other things, the calculations by PwC Chile, has been filed as an exhibit to the Schedule 13E-3 filed with the SEC in connection with the merger and will be made available for inspection and copying at the principal offices of Endesa Américas during its regular business hours by any interested holder of Endesa Américas shares or representative who has been so designated in writing. The description of PwC Chile’s presentation contained herein is qualified in its entirety by reference to the full text of the presentation. Holders of Endesa Américas shares are urged to read the entire presentation carefully in connection with their consideration of the proposed merger.

The tables below present a summary of the economic valuations of the equity of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016 in millions of dollars (and its equivalent in millions of Chilean pesos under the Observed Exchange Rate of Ch$ 661.37 per U.S. dollar as of July 1, 2016). The valuations consider their corresponding investments in generation, transmission, and distribution operations in Argentina, Brazil, Colombia, and Peru.

 

LOGO

 

(1) Refers to cash and cash equivalents less financial debt as of June 30, 2016. The net cash of Chilectra Americas and Enersis Americas takes into account the proposed dividend distribution.

 

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(2) Refers to the ownership interests that each company holds in Peru, Colombia, Brazil and Argentina. Enersis Americas holds an investment in Endesa Americas of USD 2,281,345,000 (equivalent to 59.980931%) and in Chilectra Americas of USD 660,105,000 (equivalent to 99.090621%).
(3) Refers to the net present value of the projected corporate costs.
(4) Refers to the economic compensation included in the merger exchange ratio for the incremental tax costs assumed by Endesa Américas and Chilectra Américas in Peru. For Enersis Americas, this concept corresponds to the economic compensation in relation to its investments in Endesa Américas and Chilectra Américas.

 

LOGO

PwC Chile’s economic valuation is based on the financial projections provided by the management of Enersis Américas, Endesa Américas and Chilectra Américas, prepared on information generated from internal operating models, to which PwC Chile did not have access. However, PwC Chile did have access to management’s technical teams and was able to analyze these financial projections. In performing its reviews and analyses and in rendering its economic valuations, PwC Chile relied on the integrity, accuracy, and complete presentation of all financial information, data, advise, reports, or representations obtained from public sources, the Board of Directors and management of Endesa Américas, as well as other representative parties. PwC Chile further prepared its findings based on current economic conditions, financials, and the existing business in general as of the date of the report. Moreover, PwC Chile’s estimated economic valuation:

 

    must be considered as a whole by the reader as selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its valuation;

 

    is based on the transaction alone and not on any subsequent activities to the transaction;

 

    is limited to a financial perspective of the transaction and not the strategic aspects of the transaction;

 

    does not provide a report for selecting the best possible option for the transaction;

 

    represents the impartial report of an appraiser and not a statement of facts;

 

    has been prepared for the Board of Directors of Endesa Américas as a factor, among others, that it will consider when determining whether the transaction is in the best interest of Endesa Américas;

 

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    should not be interpreted as a recommendation to the management, the Directors’ Committee, or the Board of Directors of Endesa Américas, as to how to vote, or whether to proceed with the transaction;

 

    does not constitute a calculation, estimation or comprehensive valuation of Enersis Américas, Endesa Américas, and Chilectra Américas or their shares; and

 

    along with anything else in the presentation, should not be construed as a legal interpretation, a report on any contract or document, or a recommendation for investing or not investing. The persons who prepared the economic valuation utilized their best comprehension and knowledge and acted independently and objectively.

Methodologies Utilized by PwC Chile

DCF Method

PwC Chile’s estimated economic valuations are based on the sum of the corresponding investments in generation, transmission, and distribution operations currently existing in Peru, Colombia, Brazil, and Argentina under the Discounted Cash Flow model (the “DCF method”). Specifically, the DCF method considered:

 

    the financial statements of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016;

 

    the operational cash flows of each of the controlled operating entities, either directly or indirectly, owned by Enersis Américas, Endesa Américas, or Chilectra Américas;

 

    each relevant country’s gross domestic product, inflation, exchange rate, and commodity prices as obtained from various external sources;

 

    periods that run concurrently with existing concession periods, the operating capacity of each plant, and the type of business in each market;

 

    defined period for those concessions that will be terminated and not renewed and the recovery of the residual asset values in those concessions that include this compensation clause; and

 

    Only those projects that are currently under development or approved for development during the projection period.

 

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The table below sets forth the estimated values of Enersis Américas, Endesa Américas and Chilectra Américas under the DCF method.

 

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Market Multiples Method

In addition to the DCF method, market multiples for similar companies falling within the same sector and listed on the MILA (Chile, Colombia and Peru) and Latin America stock exchanges were selected as a basis for comparison to the results of the DCF method. In so doing, PwC Chile used the enterprise valuation/EBITDA ratio to estimate the value of the businesses by way of the market multiples method as set forth in the table below.

 

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Market Capitalization

The results of the DCF method were also compared to the market capitalization of Enersis Américas, Endesa Américas and Chilectra Américas. The market capitalization approach took into account the fact that shares of Endesa Américas began to trade on the Santiago Stock Exchange as of April 21, 2016, and as of May 31, 2016 for Chilectra Américas.

Preliminary Reports and Presentations by Colin Becker and PwC Chile

In addition to the August 5, 2016 reports and presentations of Mr. Becker and PwC Chile described above, preliminary written presentations were provided to the Board of Directors of Endesa Américas on June 29, 2016 and July 27, 2016. The preliminary written presentation dated June 29, 2016 contained information regarding the merger exchange ratios and economic valuations of Enersis Américas, Endesa Américas and Chilectra Américas that are substantially similar to the information contained in the report and presentation dated July 27, 2016. The main differences were that the report and presentations as of June 29, 2016 did not include the impact of a proposed dividend from Chilectra Américas to Enersis Américas, and used financial information as of May 31, 2016, instead of June 30, 2016. The July 27, 2016 preliminary presentation was substantially similar to the final report and presentation, except for the fact that the July 27, 2016 preliminary written presentation considered (i) a proposed Chilectra Américas merger exchange ratio of 5.0 shares instead of 4.0 shares of Enersis Américas for each Chilectra Américas share; and (ii) a statutory merger dissenters’ withdrawal right limit for the shareholders of Endesa Américas of up to 7.72% of Endesa Américas shares instead of up to 10.00% of Endesa Américas shares.

Separately, in connection with obtaining shareholder approval of the Spin-Offs, and pursuant to the requirements under the July 2015 SVS Letters, Mr. Becker also provided a preliminary referential report dated October 30, 2015 to the Board of Directors of Endesa Chile. This preliminary referential report contained a preliminary valuation of the companies to be merged following the Spin-Offs as of June 30, 2015 prepared by PwC Chile and a non-binding preliminary estimate of the range of the merger exchange ratios based on such valuations. In this preliminary referential report, Mr. Becker provided a non-binding preliminary estimate of the range of the merger exchange ratios of 2.7110 (min) to 3.7706 (max) shares of Enersis Américas shares for each Endesa Américas share and 2.3904 (min) to 4.4282 (max) shares of Enersis Américas shares for each Chilectra Américas share. The assumptions and methodologies used by Mr. Becker and PwC Chile were largely similar to the final report and presentation dated August 5, 2016.

Copies of the June 29, 2016 and July 27, 2016 preliminary written presentations and the October 30, 2015 preliminary referential report has been filed as an exhibit to the Schedule 13E-3 filed with the SEC in connection with the merger and will be made available for inspection and copying at the principal offices of Endesa Américas during its regular business hours by any interested holder of Endesa Américas shares or representative who has been so designated in writing. A copy of the October 30, 2015 preliminary referential report is also available on the Endesa Chile website. Copies may be obtained by requesting them in writing from Endesa Américas at the address provided in the section titled “Incorporation of Certain Information by Reference” of this joint information statement/prospectus.

Other

The total fees paid to Mr. Becker and PwC Chile in connection with the merger amount to approximately US$ 358,173 and in connection with the Spin-Offs amount to US$ 510,800.

No portion of the above mentioned fees is contingent on the consummation of the merger. Endesa Américas and Endesa Chile has also agreed to reimburse reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify PwC Chile and Mr. Becker against certain expenses and liabilities, including liabilities under the securities laws.

 

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Except in connection with the merger and the Spin-Offs, Mr. Becker did not provide any services to Endesa Américas or any of its associated or affiliated entities during the past two years. However, during the two years prior to the engagement of Mr. Becker, PwC Chile and its affiliated entities provided a limited number of immaterial non-recurring services to Endesa Américas and its associated or affiliated entities. The fees paid to PwC Chile and its affiliated entities, as applicable, in connection with these activities were, in the aggregate, financially immaterial to PwC Chile and its affiliated entities.

Summary of Report of Independent Valuator of Endesa Américas (Santander Chile)

On May 16, 2016, the Board of Directors of Endesa Américas designated Banco Santander Chile S.A. (“Santander Chile”) as an independent valuator to evaluate the merger as a related party transaction under Chilean law and provide an opinion in accordance with Article 147 of the Chilean Companies Act. Santander Chile was chosen by the Board as the independent valuator based on the fact that Santander Chile was available to issue the independent valuator report required under Chilean law, is a disinterested party in the transaction, is an international bank with knowledge of the Chilean and U.S. markets and is a top M&A bank in Latin America with a relevant track record in Chile.

Santander Chile acted as independent valuator of Endesa Américas in connection with the proposed merger. At the August 5, 2016 meeting of the Board, Santander Chile delivered its written opinion, that, as of August 5, 2016, the merger is in the best interest of shareholders of Endesa Américas, including the unaffiliated shareholders of Endesa Américas, and that the merger conditions are consistent with the market as of such date. The full text of Santander Chile’s opinion is attached as Annex E to this joint information statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Santander Chile in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Endesa Américas shares are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Santander Chile’s opinion speaks only as of the date of the opinion and was directed to the Board of Directors of Endesa Américas. The opinion is meant to help the Board carry out its own evaluation of the merger and does not purport to contain all of the necessary information to carry out that evaluation. The Board of Endesa Américas has carried out its own analysis and has determined the merger exchange ratios for the merger.

In connection with rendering its opinion on August 5, 2016, Santander Chile reviewed and considered, among other things:

 

    Information through October 2015 with regard to the Spin-Offs.

 

    Information through May 2016 with regard to the merger including (i) management presentations and an economic framework; (ii) financial projections based on current business plans approved by the respective Boards of Directors of each company party to the merger; (iii) information about the tax benefits of the merger; (iv) projections of the business plan containing calculations of the operating margin of each applicable company; (v) regulatory models for each of Ampla and Coelce; and (vi) other items including adjustments, structure charts of Endesa Américas, Enersis Américas and Chilectra Américas and recommendations with regard to relevant industry calculations.

 

    On-site meetings with the management, in order to understand the businesses in various countries and to clarify any discrepancies.

 

    Public information regarding Endesa Américas, Enersis Américas and Chilectra Américas taken from the SVS and relevant company websites and other relevant sources.

 

    The potential distribution of a Ch$ 120 billion dividend by Chilectra Américas to its shareholders, subject to approval by Chilectra Américas’ shareholders at the extraordinary shareholders’ meeting to vote on the proposed merger.

 

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In performing its reviews and analyses and in rendering its opinion, Santander Chile relied upon the truthfulness, accuracy, completeness and provision in good faith of all of the financial and other information that was available to Santander Chile from public sources, that was provided to Santander Chile by Endesa Américas, Enersis Américas or Chilectra Américas or their respective representatives or that was otherwise reviewed by Santander Chile, and Santander Chile assumed such truthfulness, accuracy, completeness and provision in good faith for purposes of rendering its opinion. Santander Chile was not asked to undertake, and did not undertake, an independent verification of the truthfulness, accuracy or completeness of any of the information it was provided. All of the publicly available information, including market information, share prices, analyst reports and the like, were obtained from entities and websites considered trustworthy.

Santander Chile’s opinion does not represent an express recommendation to any shareholder of Endesa Américas or to any other person or entity with respect to how such shareholder or person should proceed in connection with this merger or any other matter.

Scope of Engagement

Santander Chile was tasked with analyzing the effects and potential impacts of the merger, including whether the merger is in the best interest of shareholders of Endesa Américas, including the unaffiliated shareholders of Endesa Américas, and that the merger conditions are consistent with the market at the time of its approval.

Overall Conclusion and Valuation Results

Santander Chile has concluded that merger exchange ratio would need to fall into the range of 2.6-2.8 shares of Enersis Américas for each share of Endesa Américas (with minority ownership of Enersis Américas by former minority shareholders of Endesa Américas between 14.6%-16.0% after the merger) in order to be fair.

Assuming that the final merger exchange ratio is within the range above, Santander Chile is of the opinion that the merger is in the best interest of shareholders of Endesa Américas, including the unaffiliated shareholders of Endesa Américas, and will result in increased efficiency in decision-making and strategic implementation, operational and fiscal synergies and greater share liquidity in the single resulting merged entity. Santander Chile did not agree with a reduction in the holding discount for Enersis Américas post-merger and so did not factor this into the reasons why Santander Chile supported the merger.

 

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The table below summarizes Santander Chile’s analysis of what merger exchange ratios would provide fair value to, and would be in the best interest of all shareholders of Endesa Américas, including the unaffiliated shareholders of Endesa Américas.

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Note: values include the agreed tax benefit for the merger. For CHI-A, values take into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger

 

  (1) In the case that the agreed tax benefit for the merger and the extraordinary dividend for CHI-A are not considered, the stock prices would be: ENI-A2 = $ 115.5; EOC-A = $ 311.2; CHI-A = $446.0

Notwithstanding Santander Chile’s analysis, which provides a range of merger exchange ratio values within which Santander Chile considers the merger to be fair, the Board of Directors of Endesa Américas determined the merger exchange ratio for the transaction.

Methodology

Santander Chile first examined the pros and cons of carrying out the merger as well as the strategy for carrying out the merger, which included simplifying the group structure, taking advantage of synergies, potential reduction of Enersis Américas’ holding discount post-merger and greater share liquidity in the single resulting merged entity. Santander Chile also looked at the regulatory regimes in each of the relevant countries. Santander Chile then performed an extensive valuation primarily based on a Discounted Cash Flow (“DCF”) analysis. Santander Chile supported and cross-checked its DCF analysis with several back-up valuation methods, such as transaction multiples, trading multiples, analyst target prices and actual market price.

Discounted Cash Flow

Santander Chile’s main form of analysis was the use of DCF. Santander Chile employed various methods of calculating terminal value including the Gordon Shapiro perpetuity method, the fixed-year annual cash flow method, the Key Value Driver perpetuity method, and the redemption for non-amortized shares method.

 

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Santander Chile developed a range of valuations by varying the Weighted Average Cost of Capital (WACC) by +/-0.50%. The two DCF cases presented were a “no control” case, which did not consider the potential value of control of the operating entity (a MID case) and a “control” case, which considered the potential value of control for each stake in an operating entity owned by each of Enersis Américas, Endesa Américas and Chilectra Américas (generally, a LOW case when there was a minority stake, a MID case when there was a significant, almost controlling minority stake and a HIGH case when there was a controlling stake).

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Transaction Multiples of Comparable Companies

Santander Chile selected the most significant transactions in related companies in each of the different business sectors (generation, transmission and distribution) and in each of the markets analyzed (Brazil, Peru, Argentina and Colombia). The multiples may or may not have included a control premium, depending on whether the transaction involved the acquisition of a controlling share. For purposes of this comparison, Santander Chile used the Firm Value/EBITDA, considering the 2016E EBITDA of each of Enersis Américas, Endesa Américas and Chilectra Américas as indicated in each company’s business plan. Santander Chile considered the average of the Firm Value/EBITDA multiple from recent transactions, to which they applied a variation of plus or minus 5% to obtain a range of values.

The table below sets forth the data for Enersis Américas, Endesa Américas and Chilectra Américas as compared to its peer group.

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Note: Cachoeira, Fortaleza and Cien multiples have been reduced to half due to a shorter lifetime with respect to the financial projections used for the DCF

Trading Multiples of Comparable Companies

Santander Chile analyzed “trading multiples” by analyzing the market price of shares of the companies being valued against the market price of shares of a sampling of companies similar to the companies Santander Chile was attempting to value (separated out by generation, transmission and distribution as well as by location (Argentina, Brazil, and the Andean region). To apply this method, Santander Chile generated a series of ratios or multiples of comparable listed companies. The average of the obtained ratios are applied consistently to the determined variables of the objective companies to be valued, in order to obtain a theoretical value as to how the market would value the company. The baseline multiple used for purposes of the valuation of each of Enersis Américas, Endesa Américas and Chilectra Américas is Firm Value/EBITDA16E. These multiples do not contain an implicit premium for control.

 

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The table below sets forth the data for Enersis Américas, Endesa Américas and Chilectra Américas as compared to its peer group.

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Source: Bloomberg July 18th, 2016

Note: multiples of Cachoeira, Fortaleza and Cien have been halved due to the shorter useful life of these assets, compared to the financial projections used in the DCF

Equity Analyst Target Prices

Santander Chile considered the objective prices of sell-side analysts who cover each of Enersis Américas and Endesa Américas. For Endesa Américas, Santander Chile averaged objective prices from JPMorgan and Scotiabank. For Enersis Américas, Santander Chile averaged objective prices from JPMorgan, Scotiabank, Banco Security and Banco Bice, as well as looked to an implicit value calculation completed by Santander Chile itself.

Given that Chilectra Américas does not have analyst coverage, Santander Chile considered the implicit value of the sum of the parts provided in a Scotiabank report. The sum of the parts analysis provides an indicative value of a company, by summing the value of its segments, subsidiaries or assets individually to reach a total value of the company.

Current Market Price

Santander Chile has considered the market price (and firm value) as far back as the initial share price of each of the entities party to the merger. Santander Chile reviewed the historical evolution of the share price as well as a comparison against the share prices of comparable Latin American entities.

Holding Discount

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Santander Chile’s DCF analysis and market valuations (average since trading commenced on April 21, 2016) are very similar for each entity (Enersis Américas ~5% vs. Endesa Américas ~7%). Santander Chile also considers that Enersis Américas has significant direct participations in the operational assets, not only through Endesa Américas and Chilectra Américas. This should reduce or eliminate any additional holding discount that Endesa Américas might have had over Enersis Américas. Finally, Santander Chile notes that the holding costs for each of the three entities are already included in the DCF valuation, implicitly resulting in a larger adjustment to Enersis Américas at the holding level.

Preliminary Presentations by Santander Chile

In addition to the August 5, 2016 opinion described above, Santander Chile also provided preliminary written presentations to the Board of Directors of Enersis Américas on June 29, 2016 and July 27, 2016.

The July 27, 2016 preliminary written presentation was the draft of the final opinion delivered on August 5, 2016 and was substantially identical to such final opinion, except for the fact that the July 27, 2016 written presentation considered (i) a propose Chilectra Américas merger exchange ratio of 5.0 shares instead of 4.0 shares of Enersis Américas for each Chilectra Américas shares; and (ii) a statutory merger dissenters’ withdrawal right limit for the shareholders of Endesa Américas of up to 7.72% of Endesa Américas shares instead of up to 10.00% of Endesa Américas shares.

The June 29, 2016 preliminary presentation consisted of various summary data and analyses that Santander Chile utilized in formulating its preliminary perspective on the merger, were for discussion purposes only, and did not present any definitive findings or make any recommendations or constitute an opinion, or a part of any opinion, of Santander Chile with respect to the fairness of the merger exchange ratios. The June 29, 2016 preliminary Santander Chile presentation contained substantially similar analyses as the July 27, 2016 preliminary written presentation except for the fact that it was based on financial information as of May 31, 2016 instead of June 30, 2016.

Copies of the June 29, 2016 and the July 27, 2016 preliminary presentations have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the merger and will be made available for inspection and copying at the principal offices of Endesa Américas during its regular business hours by any interested holder of Endesa Américas shares or representative who has been so designated in writing. Copies may be obtained by requesting them in writing from Endesa Américas at the address provided in the section titled “Incorporation of Certain Information by Reference” of this joint information statement/prospectus.

Other

Santander Chile was engaged by the Board of Directors of Endesa Américas on May 16, 2016, to serve as an independent valuator to evaluate the merger as a related party transaction under Chilean law and to provide an opinion in accordance with Article 147 of the Chilean Companies Act and will receive a fee of approximately US$ 400,000. No portion of the fees payable to Santander Chile are contingent on the consummation of the merger. Endesa Américas has also agreed to reimburse Santander Chile reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Santander Chile against certain expenses and liabilities, including liabilities under the securities laws.

During the past two years, Santander Chile and its affiliated entities provided the following financial advisory services to Endesa Américas and its associated or affiliated entities: (i) in 2014, Santander Brasil was engaged as financial advisor, and aided by Santander Chile, in Coelce’s tender offer in Brazil; (ii) in 2014, Santander Chile was engaged as financial advisor of GNL Quintero for the placement of an international corporate bond; (iii) in 2014, Santander Chile was engaged as financial advisor for the acquisition of Inkia’s stake of Edegel in Peru; and (iv) in 2016, Santander Chile was engaged as financial advisor for the sale of Endesa Chile’s stake in GNL Quintero. The fees paid to Santander Chile and its affiliated entities, as applicable, in connection with the foregoing activities are not, in the aggregate, financially material to Santander Chile and its affiliated entities.

 

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Summary of Report of Additional Independent Valuator of Endesa Américas (Tyndall)

Following completion of the Spin-Offs and the judgment by the Santiago Court of Appeals on March 22, 2016 that determined the merger to be a related party transaction under Chilean law, the Directors’ Committee of Endesa Américas appointed Asesorías Tyndall SpA (formerly known as Asesorías Tyndall Limitada, “Tyndall”) as an additional independent valuator to evaluate the merger as a related party transaction under Chilean law. Specifically, Tyndall was engaged to furnish a report in accordance with Article 147 of the Chilean Companies Act. Tyndall was chosen by the Directors’ Committee as an additional independent valuator based on its strong track record of valuations and energy transactions, mainly in Chile, and its deep knowledge of the energy industry.

Overall Conclusions

On August 5, 2016, Tyndall delivered to the Directors’ Committee of Endesa Américas its final report (the “Tyndall Report”), concluding that, as of such date and based upon and subject to the factors and assumptions set forth in the report:

 

  (i) The consummation of the merger, pursuant to the terms and conditions proposed, would be in the best interest of Endesa Américas in that the approval of the merger in accordance with the proposed merger exchange ratio would be positive from a financial point of view for the shareholders of Endesa Américas, including the unaffiliated shareholders.

 

  (ii) The proposed exchange ratio of 2.8 shares of Enersis Américas for each share of Endesa Américas is consistent with conditions prevailing in the market at the time of the report.

 

  (iii) The other terms and conditions of the merger, summarized in Tyndall’s report under the “Terms and Conditions of the Merger”, also are consistent with those prevailing in the market at the time of the Tyndall Report.

The full text of Tyndall’s report is attached as Annex F to this joint information statement/prospectus. The report outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Tyndall in rendering its report. The description of the report set forth below is qualified in its entirety by reference to the full text of the report. Holders of Endesa Américas shares are urged to read the entire Tyndall report carefully in connection with their consideration of the proposed merger.

Tyndall’s report speaks only as of the date of the report. The report was prepared to be used exclusively for its designated purpose and therefore, should be used exclusively in such context, and cannot be used for another purpose without the prior written consent of Tyndall. The report does not constitute a recommendation, express or tacit, to the Directors’ Committee, the directors, the Board, or the shareholders of Endesa Américas with respect to the suitability or timing for deciding on the merger. Without prejudice to the purpose of the report, the report does not constitute a recommendation, express or tacit, for any shareholder of Endesa Américas or anyone else or entity, with respect to how such shareholder or person should proceed or vote with respect to the merger or any other matter or subject. Tyndall does not assume any obligation or responsibility for the eventual results or consequences of the merger or the failure to consummate such transactions.

The Board of Directors of Endesa Américas has carried out its own analysis and has determined the merger exchange ratios for the merger.

In connection with rendering its report on August 5, 2016, Tyndall reviewed and considered, among other things:

 

    Information delivered or communicated to Tyndall by Enersis Américas, Endesa Américas, and Chilectra Américas and/or their respective associates.

 

   

Publicly available information, without independently verifying such information or its accuracy, integrity, sufficiency, consistency, clarity or reasonability. In the case of estimates, projections, reports,

 

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or forecasts, Tyndall assumed that they were reasonably prepared in good faith, and based on assumptions that reflect the best available estimates and judgments of Enersis Américas’, Endesa Américas’, and Chilectra Américas’ respective management, associates or experts with respect to anticipated future results. Tyndall and its partners, managers, employees or representatives do not make any express or tacit representation or warranty regarding the accuracy or sufficiency of the information received.

 

    Publicly available information about the market, share prices, research analyst reports and similar, were obtained from, among other sources, entities and/or sites considered to be trustworthy.

Tyndall’s analyses and conclusions are based on information of economic and market conditions and financial and regulatory transactions in effect at the time of its report, understanding that the events or developments that occur after the date of its report may affect the analyses and conclusions set forth therein. Tyndall does not assume any obligation to update, revise or verify the report in the future. Tyndall notes that actual results may be substantially different than those suggested or assumed in its report. Therefore, Tyndall does not assume any responsibility or obligation for future results that are different from the estimates, predictions, or projections contained in its report. Tyndall also does not assume any obligation to inform the Directors’ Committee, the directors, the Board, the shareholders of Endesa Américas, or any person on the changes of any fact, estimation, or situation that may come to Tyndall’s knowledge after the date of its report. None of the contents of Tyndall’s report should be considered, used, or interpreted as legal, accounting, or tax advice and any content of the same that makes reference, directly, or indirectly, to legal, accounting, or tax aspects should be understood as a review of general aspects that Tyndall deemed relevant as support for its analysis. Tyndall was neither asked nor requested to provide a report as to the design, choice or structuring of the merger or related transactions, nor with respect to the terms or conditions or any other aspect thereof, nor was it asked to provide services except in connection with rendering its report. Therefore, Tyndall has not made a determination in its report as to the possibility of an alternative transaction to the merger or a different configuration for the companies.

Scope of Engagement

Tyndall was tasked with analyzing the effects and potential impacts of the merger, including an analysis of whether the merger is in the best interest of Endesa Américas and its shareholders, including unaffiliated shareholders, and evidence that the merger conditions will be consistent with the market terms and conditions at the time of its approval.

Valuation Results and Methodology

The following is a summary of the material financial analyses utilized by Tyndall in connection with its conclusions. The following summary, however, does not purport to be a complete description of the financial analyses performed by Tyndall.

In performing its analysis, Tyndall employed the following methodology:

 

    First, Tyndall estimated the equity value of Endesa Américas, Enersis Américas, and Chilectra Américas on a stand-alone basis using a sum-of-the-parts methodology. For this purpose, for each of Endesa Américas, Enersis Américas, and Chilectra Américas Tyndall (i) estimated the value of the equity interests owned by each of them in the different operating generation, transmission, and distribution companies (the “participations”) and (ii) added the estimated value of the participations together with the cash and cash equivalents minus the total debt of Endesa Américas, Enersis Américas, and Chilectra Américas (not included in the estimation of the value of the participations) as of June 30, 2016.

 

    With respect to each operating generation, transmission, and distribution company, Tyndall first estimated its firm value using two methodologies: (i) discounted cash flow analysis and (ii) selected public companies trading analysis.

 

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For each operating company, Tyndall calculated its equity value as the firm value minus such company’s total debt and minus the non-controlling interest in the company’s subsidiaries (“minority interest”), plus the company’s cash and cash equivalents, in each case as of the date of the company’s latest available public filings, which was June 30, 2016.

Selected public companies trading analysis

In the case of selected public companies trading analysis, Tyndall believed that the estimated 2017 firm value to EBITDA (earnings before interest, taxes, depreciation, and amortization) ratio would be the more appropriate metric to consider. Tyndall analyzed the companies being valued against the market price of shares of a sampling of companies similar to the companies Tyndall was attempting to value (separated out by operating variables such as generation and distribution as well as by location). For purposes of location, Tyndall considered companies from Argentina, Brazil, and the Pacific Region (Chile, Colombia and Peru).

Discounted cash flow analysis

For the discounted cash flow analysis, Tyndall calculated the “present value” of the estimated future cash flows over the expected life of the respective business obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions, estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In estimating both the estimated 2017 EBITDA used in the selected public companies trading analysis and the estimated future cash flows used in the discounted cash flow analysis, Tyndall utilized certain internal financial analyses and forecasts prepared by or at the direction of the managements of Endesa Américas, Enersis Américas, and Chilectra Américas relating to their respective businesses (the “Projections”). Tyndall noted that the Projections already included the estimated amount and timing of the benefits, cost savings and related expenses expected to result from the merger. Tyndall assumed that the Projections were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management of Endesa Américas, Enersis Américas, and Chilectra Américas as to the expected future results of operations and financial condition of Endesa Américas, Enersis Américas, and Chilectra Américas to which such analyses or forecasts relate. Tyndall expressed no view as to the Projections or the assumptions on which they were based.

 

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The table below summarizes the estimated equity value ranges of Enersis Américas, Endesa Américas and Chilectra Américas under each valuation methodology.

 

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Note 1: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the equity value of each company. In the DCF valuation, WACC sensitivity is based on a factor of 0.95x and 1.05x and terminal value’s perpetuity growth rate sensitivity of +/- 0.5%

Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts’ target prices case

 

    Second, Tyndall estimated the pro forma implied equity value of the combined company after giving effect to the merger as set forth in the table below.

 

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company. In the DCF valuation, WACC sensitivity is based on a factor of 0.95x and 1.05x and terminal value’s perpetuity growth rate sensitivity of +/- 0.5%

Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts’ target prices case

 

    Third, based on the stand-alone values obtained in the first step, Tyndall determined the exchange ratio implied by the relative contribution of each of Endesa Américas, Enersis Américas, and Chilectra Américas to the combined company under each valuation methodology, as set forth in the table below.

 

LOGO

Note 1: Figures in brackets correspond to the ownership stake of the minority shareholders of Endesa Americas in Enersis Americas after the merger

Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts’ target prices case

Note 3: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the ownership stake of the minority shareholders of Endesa Americas in Enersis Americas after the merger

 

    Finally, Tyndall compared the implied equity value of Endesa Américas derived from the stand-alone valuation with the pro forma implied equity value representing the Endesa Américas shareholders’ pro forma ownership of the combined company using the proposed exchange ratio of 2.8 shares of Enersis Américas per each Endesa Américas share.

As part of its analysis, Tyndall also considered, as a reference, the market price (and firm value) as far back as the initial share price on April 21, 2016 of each of the entities party to the merger, and the target prices of equity research analysts from various investment banks that cover each of Enersis Américas and Endesa Américas.

Tyndall also analyzed the other terms and conditions of the merger, summarized in the Tyndall Report under the heading, “Terms and Conditions of the Merger”.

Preliminary Reports by Tyndall

In addition to the Tyndall Report, Tyndall provided the Directors’ Committee of Endesa Américas a preliminary draft of the report on July 27, 2016, which was substantially identical to the final Tyndall Report except for the fact that the preliminary draft of the report provided to the Directors’ Committee of Endesa Américas on July 27, 2016 considered (i) a proposed Chilectra Américas merger exchange ratio of 5.0 instead of 4.0; and (ii) a withdrawal right limit for the shareholders of Endesa Américas of up to 7.72% of Endesa Américas

 

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shares instead of up to 10.00% of Endesa Américas shares. Tyndall also provided a preliminary written presentation to the Directors’ Committee of Endesa Américas on June 29, 2016. The preliminary written presentation delivered on June 29, 2016 contained a progress report on the status of Tyndall’s analyses and to provide preliminary valuation results similar in scope to those provided in the final Tyndall Report.

Separately, in connection with obtaining shareholder approval of the Spin-Offs, and pursuant to the requirements under the July 2015 SVS Letters, the Directors’ Committee of Endesa Chile appointed Tyndall as its financial advisor to deliver a report on the Reorganization. Tyndall provided a report to the Directors’ Committee of Endesa Chile as its financial advisor on November 4, 2015 (the “Endesa Chile Report”) and a preliminary written presentation on October 8, 2015. The preliminary written presentation dated October 8, 2015 provided a progress report on the then-current market and structural information on Endesa Américas and an initial discussion of the proposed transactions and a preliminary view on the various considerations to be taken into account when evaluating the proposed transactions.

Tyndall’s scope of work during this phase was to assist the Directors’ Committee on its evaluation of the Reorganization with a scope of work equivalent to the one of an independent valuator in the context of a related party transaction pursuant to Article 147 of the Chilean Companies Act. As such, the Endesa Chile Report provided (i) a critical review of the main reasons given in support of the Reorganization; (ii) a valuation of Enersis Américas, Endesa Chile and Chilectra; (iii) relative contribution analysis for the merger; (iv) a value creation analysis comparing the position of the shareholders of Endesa Chile before and after completion of the Reorganization; and (iv) an analysis of transaction risks and potential externalities. On November 4, 2015, Tyndall delivered the Endesa Chile Report to the Directors’ Committee. The Endesa Chile Report was based on information provided by Endesa Chile’s management, which included, among other things, financial projections.

In the Endesa Chile Report, Tyndall indicated a number of negative impacts to the shareholders of Endesa Chile that were subsequently addressed, including that (i) the rationale for the Reorganization was based on the perspective of Enel and Enersis Américas instead of Endesa Chile; (ii) the Reorganization would not have an effect on value creation on absolute terms; (iii) estimating the merger exchange ratio without adjusting valuations of Endesa Américas, Enersis Américas to reflect the difference between the implicit market discounts of Endesa Chile and Enersis Américas that may have a negative effect upon the shareholders of Endesa Chile; (iv) the Reorganization represents a higher risk to Endesa Chile than Enersis Américas; (v) minority shareholders of Endesa Chile should have a participation of at least 16% in Enersis Américas post-merger; (vi) there may be potential conflicts of interest with Enel with respect to Enel Green Power’s activities in Chile; and (vii) Endesa Chile shareholders are subject to certain risks in connection with the merger. Specifically, Tyndall noted that Endesa Chile shareholders that continue on as shareholders of Endesa Américas after the consummation of the Spin-Offs may be subject to merger-related risks, including: (i) the risk that if the merger does not occur or there is a significant delay in the consummation of the merger following the spin-off of Endesa Américas by Endesa Chile, then the value of shares of Endesa Américas may be negatively impacted due to (a) uncertainty about the future of Endesa Américas, which can have an impact on the share price, and (b) a potential decrease in liquidity of the stock; (ii) the fact that the proposed preliminary merger exchange ratio may change after the Spin-Offs are approved (Endesa Américas would be more exposed to potential changes in the exchange ratio than Enersis Américas); and (iii) the risk that the statutory merger dissenters’ withdrawal rights may not provide adequate protection, from a value perspective, to Endesa Chile shareholders that continue on as shareholders of Endesa Américas following the Spin-Offs, given that the exercise price of statutory merger dissenters’ withdrawal rights would be affected by the proposed preliminary exchange ratio. The proposed preliminary exchange ratio would be announced before the Spin-Offs and, subsequently, before the date Endesa Américas begins trading. Therefore, the exercise price of the withdrawal rights, which is determined based on the weighted average of the closing price of the Endesa Américas shares as reported on the Chilean Stock Exchanges during the 60-trading day period falling between the 30th and 90th trading days preceding the date on which the merger is approved, would be calculated using share prices that incorporate information about the preliminary exchange ratio. The assumptions and methodologies used by Tyndall were generally similar to the Tyndall report dated August 5, 2016, except that the Endesa Chile Report was based on pro forma financial information as of June 30, 2015.

 

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Copies of the Endesa Chile Report and the preliminary reports dated October 8, 2015, November 4, 2015, June 29, 2016 and July 27, 2016 have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the merger and will be made available for inspection and copying at the principal offices of Endesa Américas during its regular business hours by any interested holder of Endesa Américas shares or representative who has been so designated in writing. A copy of the Endesa Chile Report is also available on the Endesa Chile website. Copies may be obtained by requesting them in writing from Endesa Américas at the address provided in the section titled “Incorporation of Certain Information by Reference” of this joint information statement/prospectus.

Other

Tyndall was paid a fee of approximately US$ 650,000 by Endesa Chile upon delivery of the Endesa Chile Report. Tyndall is expected to be paid a fee of approximately US$ 500,000 by Endesa Américas in connection with the Tyndall Report. No portion of the fees payable to Tyndall are contingent on the consummation of the merger. Endesa Américas has also agreed to reimburse Tyndall reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Tyndall against certain expenses and liabilities, including liabilities under the securities laws.

Except in connection with the Endesa Chile Report and the Tyndall Report, Tyndall or its affiliates did not provide any services to Enersis Américas or any of its associated or affiliated entities during the past two years. The fees paid to Tyndall in connection with this activity are not financially material to Tyndall and its affiliated entities.

Enersis Américas

Unaffiliated shareholders of Endesa Américas may participate in the merger, participate in the tender offers, or exercise statutory merger dissenters’ withdrawal rights. Each of the Enel Filing Persons (as defined below) believes that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. They believe that each of the tender offers and the statutory merger dissenters’ withdrawal rights is procedurally fair but, by itself and not in the context of providing an ancillary cash alternative to the merger, is not substantively fair to the unaffiliated shareholders of Endesa Américas because it is uneconomic relative to the current market prices of Endesa Américas shares and ADSs and the implied merger price. Notwithstanding the foregoing, each of the Enel Filing Persons believes that the tender offer and the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which they believe is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas.

Position of the Enel Filing Persons as to the Fairness of the Merger

Under SEC rules, Enel, Enel Iberoamérica and Enel Latinoamérica (collectively, the “Enel Entities”) and Enersis Américas (together with the Enel Entities, the “Enel Filing Persons”) are deemed to be engaged in a “going private” transaction. Therefore, the Enel Filing Persons are required to express their belief as to the fairness of the merger to the unaffiliated shareholders of Endesa Américas. The Enel Filing Persons are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. However, the views of the Enel Filing Persons as to the fairness of the merger to the unaffiliated shareholders of Endesa Américas should not be construed as a recommendation to any holder of Endesa Américas Shares or Endesa Américas ADSs as to how such holder should vote on the proposals to approve the merger and the merger exchange ratios.

The Enel Filing Persons did not enter into the transaction with a goal of obtaining terms that were fair to the shareholders of Endesa Américas. The Enel Filing Persons did not participate in the deliberations of the Board of Directors or the Directors’ Committee of Endesa Américas, and did not receive fairness opinions as to, the fairness of the merger to the unaffiliated shareholders of Endesa Américas. However, the Enel Filing Persons are familiar with Endesa Américas’ business, financial condition, results of operations, industry, competitors and prospects as a standalone company, and have knowledge of Endesa Américas’ management due to the fact that Endesa Américas is a subsidiary of Enersis Américas. Based on such knowledge and the factors described below, the Enel Filing Persons believe that the merger is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas.

 

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Enersis Américas

With respect to substantive fairness of the merger to the unaffiliated shareholders of Endesa Américas, Enersis Américas considered a number of factors that relate to the structure and potential benefits of the merger, including the following:

 

    All shareholders that participate in the merger will receive the same consideration.

 

    Unaffiliated shareholders of Endesa Américas that accept the merger will be able to participate in the ongoing surviving company, which will continue to be a publicly traded company in both Chile and the United States.

 

    Unaffiliated shareholders of Endesa Américas will continue to have substantially equivalent rights in the surviving company. See “Comparison of Rights of Holders of Endesa Américas Common Stock and Holders of Enersis Américas Common Stock.”

 

    Unaffiliated shareholders of Endesa Américas that do not wish to participate in the merger will have the opportunity to receive cash by either dissenting from the merger and exercising statutory merger dissenters’ withdrawal rights under the Chilean Companies Act, or participating in the tender offers. See “The Merger—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights” and “The Tender Offers.”

 

    The merger exchange ratios, once approved by the shareholders, will be fixed and therefore the value of the merger consideration payable to Endesa Américas shareholders will increase in the event that the trading price of Enersis Américas shares increases prior to consummation of the merger.

 

    The potential benefits of the merger to the surviving company that would also benefit the unaffiliated shareholders of Endesa Américas that accept the merger and become shareholders of the surviving company, which include, among other things:

 

  ¡    Alignment of all investment interests, in both generation and distribution throughout Latin America (Colombia, Perú, Argentina and Brazil), in one entity.

 

  ¡    Benefits resulting from a simpler corporate and capital structure with greater visibility and elimination of cross-holdings.

 

  ¡    Increased efficiency in decision-making processes as well as a reduction in costs and the elimination of potential conflicts of interest.

 

  ¡    Increased liquidity for unaffiliated shareholders of Endesa Américas given that the surviving company will have a capitalization that is larger than Endesa Américas’ current capitalization.

Enersis Américas also considered the financial terms of the merger, including:

 

    Current market prices—Based on the closing prices of Endesa Américas and Enersis Américas shares on the Santiago Stock Exchange on August 4, 2016, the implied value of the merger consideration represented an approximate 4.5% premium over the closing price of Endesa Américas shares as of such date and represented a significant premium above the 30 day volume-weighted average closing price based on the 30 day trading period ending on August 4, 2016.

 

    Historical market prices—Endesa Américas shares began trading publicly on the Chilean Stock Exchanges on April 21, 2016. Given the short history of trading and the fact that the merger and the tender offers (including the tender offer price) had already been announced, the Enel Filing Persons did not specifically consider the historical market prices of Endesa Américas.

 

    Net book value—Endesa Américas’ business is generally valued at or near book value, and Enersis Américas considered the substantial premium to book value (as of June 30, 2016) of 26.5% implied by the merger exchange ratio based on the closing prices of Enersis Américas shares and Endesa Américas shares on August 4, 2016.

 

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    Going concern value—Enersis Américas did not establish a specific going concern value of Endesa Américas. Enersis Américas considered, reviewed and adopted the valuation analyses of the independent appraiser to Enersis Américas as representing a reasonable valuation of Endesa Américas as it continues to operate its business, which Enersis Américas considered in reaching its fairness determination.

 

    Liquidation value—Enersis Américas did not consider liquidation value because it considered Endesa Américas to be a viable going concern.

 

    Purchase prices paid in previous purchases in previous two years—Since Endesa Américas was only organized on March 1, 2016 and became a separately traded public company as of April 21, 2016, there have not been any firm offers for the merger or consolidation of Endesa Américas into another company, the sale or transfer of all or any substantial part of the assets of Endesa Américas to another company, or the purchase of a controlling stake in Endesa Américas by another company, other than the merger and the tender offers, this was not considered as a factor in the decision by Enersis Américas.

Enersis Américas considered a number of factors relating to procedural safeguards in connection with the merger including those discussed below, each of which it believed supported its decision and provided assurance of the procedural fairness of the merger to the unaffiliated shareholders of Endesa Américas. Specifically, in making its determination regarding procedural fairness, Enersis Américas took into consideration:

 

    The fact that the merger is regarded as a related party transaction under the Chilean Companies Act and as such, all the procedural safeguards required for related party transactions under the Chilean Companies Act have been implemented, including, among other things:

 

    the obligation for each merging company to appoint at least an independent valuator whose task is to issue a report indicating whether the merger is in the best interest of the respective company and whether the merger is being carried out on a arms’ length basis (e.g., whether the merger corresponds to the terms, price and conditions that prevail in the market at the time of the approval of the merger);

 

    the obligation of the Directors’ Committees of Enersis Américas and Endesa Américas to issue a report regarding the merger; and

 

    the obligation of each director of each merging company to issue an individual opinion about the merger, in which each director must express his or her opinion regarding whether the merger is in the best interest of the respective company and whether its terms are equivalent to market conditions or not

 

    The Board of Directors and Directors’ Committee of Endesa Américas received advice from four independent financial advisors which provided their opinions and reports on, among other things, the valuations of the companies party to the merger and the fairness of the merger to the unaffiliated shareholders of Endesa Américas, each of which was made publicly available and which Enersis Américas reviewed. See “—Endesa Américas—Position of Endesa Américas as to the Fairness of the Merger.”

 

    The merger will be consummated only if less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercise statutory merger dissenters’ withdrawal rights in connection with the merger. Therefore, unaffiliated shareholders of Endesa Américas have an ability to vote against and prevent the consummation of the merger. See “The Merger—Conditions to the Merger” and “The Merger—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights.”

 

   

The merger is a statutory merger under the Chilean Company’s Act and, therefore, the manner in which the merger will occur is prescribed by the Chilean Companies Act. As such, the material terms of the

 

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merger, other than the merger exchange ratios, the conditions to the merger and changes to the surviving company’s bylaws (estatutos), were not negotiated. See “The Merger—No Merger Agreement; Statutory Merger” and the Merger Terms and Conditions attached as Annex K to this joint information statement/prospectus.

In addition, Enersis Américas also considered a variety of risks and other potentially negative factors concerning the merger, including, without limitation, the following:

 

    The merger and the merger exchange ratios do not require the approval of a majority of unaffiliated shareholders of Endesa Américas.

 

    The merger exchange ratios, once approved by the shareholders, will be fixed and therefore the value of the merger consideration payable to unaffiliated shareholders of Endesa Américas will decrease in the event that the trading price of Enersis Américas shares decreases prior to the consummation of the merger.

 

    There is a possibility that the merger may not be completed, or that completion may be unduly delayed, for reasons beyond the control of the Enel Filing Persons.

 

    Governmental entities may oppose or refuse to provide necessary approvals in connection with the merger, or impose conditions on Enersis Américas, Endesa Américas or Chilectra Américas prior to providing approvals.

 

    There is a risk that the anticipated benefits of the merger may not be realized even if the merger is consummated.

The foregoing discussion of the factors considered by Enersis Américas is not intended to be exhaustive but is believed to include all material factors considered by Enersis Américas in making a determination regarding the fairness of the merger for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. Enersis Américas did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching its position as to the fairness of the merger. Rather, Enersis Américas made its fairness determination after considering all of the factors as a whole. Enersis Américas believes the foregoing factors provide a reasonable basis for its belief that the merger is fair to the unaffiliated shareholders of Endesa Américas.

The Enel Entities

The Enel Entities reviewed and analyzed the valuations and reports of advisers of Enersis Américas and Endesa Américas relating to the merger generally, and the other factors considered by, and the analysis, discussion and resulting conclusions of, Endesa Américas described under “—Endesa Américas—Position of Endesa Américas as to the Fairness of the Merger” and Enersis Américas described under “—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas” in this joint information statement/prospectus. The Enel Entities adopted Enersis Américas’ conclusion and analysis with respect to the fairness of the merger to the unaffiliated shareholders of Endesa Américas, including the factors discussed under “—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas,” and believe that the merger is substantively and procedurally fair to unaffiliated shareholders of Endesa Américas based on the factors considered by Enersis Américas, including the generally positive and favorable factors, as well as the generally negative and unfavorable factors, and the factors relating to procedural safeguards.

Position of the Enel Filing Persons as to the Fairness of the Tender Offers

Enersis Américas

Under SEC rules, Enersis Américas is deemed to be engaged in a “going private” transaction. Therefore, Enersis Américas is required to express its belief as to the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas. Enersis Américas is making the statements included in this section solely for

 

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the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. However, the views of Enersis Américas as to the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas should not be construed as a recommendation to any holder of Endesa Américas shares or Endesa Américas ADSs as to whether or not such holder should tender their Endesa Américas shares or ADSs in the tender offers.

Enersis Américas did not enter into the transaction with a goal of obtaining terms that were fair to the shareholders of Endesa Américas. Enersis Américas did not participate in the deliberations of the Board of Directors or the Directors’ Committee of Endesa Américas, and did not receive fairness opinions as to, the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas. However, Enersis Américas is familiar with Endesa Américas’ business, financial condition, results of operations, industry, competitors and prospects as a standalone company, and have knowledge of Endesa Américas’ management due to the fact that Endesa Américas is a subsidiary of Enersis Américas.

Enersis Américas reviewed the terms of the tender offers and believes that the tender offers are procedurally fair, but that based on the current market prices of Endesa Américas shares and ADSs and the implied merger price, the tender offer price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Enersis Américas believes that the tender offers are ancillary to the merger transaction, and should be viewed in the context of the merger, which Enersis Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas.”

Enersis Américas considered a number of factors relating to procedural safeguards in connection with Enersis Américas making the tender offers available to the unaffiliated shareholders of Endesa Américas, including those discussed below, each of which supported its belief that making the tender offers available to the unaffiliated shareholders of Endesa Américas is procedurally fair:

 

    The tender offers were introduced to the Reorganization to provide additional protections to the minority shareholders of Endesa Américas:

 

    At the time the proposed Reorganization was announced, Endesa Américas did not exist and would not exist until the future contemplated Spin-Offs were completed, and as such there was no trading market to serve as a point of reference for shareholders to consider the potential cash payment to be received by dissenting shareholders exercising their statutory merger dissenters’ withdrawal rights in the merger. There was concern that the market price of Endesa Américas shares could be more vulnerable to market fluctuations and uncertainties because of, among other reasons, its expected lower liquidity due to the pendency of the merger.

 

    The tender offers were added as an ancillary transaction to the merger to establish a fixed cash value that minority holders of Endesa Américas shares and ADSs could obtain if they preferred a cash alternative to the consideration to be provided in the merger.

 

    The Board of Directors of Enersis Américas announced that Enersis Américas would conduct the tender offers at an initial proposed tender offer price of Ch$ 236 per share. The tender offer price was subsequently increased to Ch$ 285 per share, representing an increase of approximately 20% over the initial proposed tender offer price, at the request of certain Chilean pension fund minority shareholders.

 

    The Board of Directors of Enersis Américas subsequently increased the tender offer price to Ch$ 300 per share, representing an increase of 5% over the revised proposed tender offer price of Ch$ 285 per share.

 

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    All Endesa Américas shareholders (other than Enersis Américas) would have the opportunity to elect any of the three alternatives described below and would be provided with disclosure about each of the alternatives prior to the extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas to vote on the merger:

 

    Participate in the merger and receive shares of Enersis Américas in exchange for their Endesa Américas shares;

 

    Dissent with respect to the merger and exercise their statutory merger dissenters’ withdrawal rights provided under Chilean law and receive a formula price specified by Chilean law in cash in exchange for their Endesa Américas shares; or

 

    Tender their Endesa Américas shares and ADSs in the tender offers and receive the tender offer price in cash.

Enersis Américas considered a number of factors relating to the substantive fairness of the tender offers, including those discussed below, each of which supported its belief as to the substantive unfairness of the tender offer price:

 

    The financial terms of the tender offers, including comparison of the Ch$ 300 per share cash tender offer price against:

 

    Current market prices—The closing trading price of Endesa Américas shares on the Santiago Stock Exchange was Ch$ 305.23 per share on August 30, 2016, such that the tender offer price represents a discount of over 1.7% from the current market price.

 

    The implied merger price—The implied merger price for Endesa Américas shares of Ch$ 312.56 per share, based on the merger exchange ratio of 2.8 Enersis Américas shares for each Endesa Américas share and the closing trading price of Enersis Américas shares on the Santiago Stock Exchange of Ch$ 111.63 per share on August 30, 2016, such that the tender offer price represents a discount of 4% from the implied merger price;

 

    Historical market prices—Endesa Américas shares began trading publicly on April 21, 2016 on the Chilean Stock Exchanges and because the merger and the tender offers (including the proposed Ch$ 285 per share tender offer price) had already been announced to the market, Enersis Américas did not consider the historical market prices of Endesa Américas shares as a factor in its decision;

 

    Net book value—Endesa Américas’ business is generally valued at or near book value, and Enersis Américas considered that tender offer price represents a discount of 16.9% to the net book value as of June 30, 2016;

 

    The going concern value of Endesa Américas—Enersis Américas did not establish a specific going concern value of Endesa Américas. Enersis Américas considered, reviewed and adopted the valuation analyses of the independent appraiser to Enersis Américas as representing a reasonable valuation of Endesa Américas as it continues to operate its business, which Enersis Américas considered in reaching its fairness determination;

 

    Liquidation value—Enersis Américas did not consider liquidation value because it considered Endesa Américas to be a viable going concern; and

 

    Purchase prices paid in previous purchases in previous two years—Since Endesa Américas was only organized on March 1, 2016 and became a separately traded public company as of April 21, 2016, there have not been any firm offers for the merger or consolidation of Endesa Américas into another company, the sale or transfer of all or any substantial part of the assets of Endesa Américas to another company, or the purchase of a controlling stake in Endesa Américas by another company, other than the merger and the tender offers. As a result, this was not considered as a factor in the decision by Enersis Américas.

 

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The Board of Directors of Enersis Américas also considered a variety of other potentially positive and negative factors concerning the tender offers, including, without limitation, the following:

 

    Availability of alternatives—Unaffiliated shareholders of Endesa Américas that do not wish to participate in the tender offers have the alternative of participating in the merger or exercising statutory merger dissenters’ withdrawal rights under the Chilean Companies Act.

 

    The statutory merger dissenters’ withdrawal rights price—The statutory merger dissenters’ withdrawal rights price for Endesa Américas shares has been calculated to be Ch$ 299.64 per share, based on the weighted average market price of Endesa Américas shares during the 60-trading day period preceding the 30th trading day prior to the extraordinary shareholders’ meeting of Endesa Américas to approve the merger, such that the tender offer price is higher than the statutory merger dissenters’ withdrawal rights price;

 

    Benefits of the tender offers—The tender offers will provide certain benefits to the unaffiliated shareholders of Endesa Américas compared to the exercise of statutory merger dissenters’ withdrawal rights, such as providing an alternative method to receive cash for their shares without the procedural burden of exercising statutory merger dissenters’ withdrawal rights and potentially better capital gains tax treatment, as a general matter (subject to an individual holder’s specific tax profile).

 

    Effect on merger conditions—To the extent shareholders who desire a cash election choose to tender shares rather than exercise statutory merger dissenters’ withdrawal rights, there is a greater likelihood that the statutory merger dissenters’ rights percentage threshold will not be exceeded, thereby increasing the likelihood that the merger condition relating to statutory merger dissenters’ withdrawal rights will be satisfied and the merger will occur.

 

    The fixed tender offer price—Unaffiliated shareholders of Endesa Américas that tender their shares and ADSs in the tender offers will receive a fixed cash payment, even if the trading prices of Endesa Américas shares and ADSs increase prior to the consummation of the tender offers.

 

    Failure to consummate the tender offers—Because the tender offers include many of the same conditions as the merger, including shareholder approval of the merger and exercises of statutory merger dissenters’ withdrawal rights not exceeding the specified thresholds, there is a possibility that the tender offers may not be completed.

 

    Negative impacts upon Endesa Américas if the tender offers are not consummated—If the tender offers are not consummated, there may be negative impacts and costs for Endesa Américas, including the potential effect on the trading prices of Endesa Américas shares and ADSs, the potential diversion of management attention, and the potential negative effect on Endesa Américas’ business and existing relationships.

In reaching its determination, Enersis Américas did not consider it necessary that Endesa Américas retain an unaffiliated representative to act solely on behalf of unaffiliated shareholders of Endesa Américas for purposes of negotiating the terms of the tender offers or preparing a report concerning the fairness of tender offers because the tender offers were introduced as an ancillary transaction to the merger in response to a request by a Chilean pension fund minority shareholder for a mechanism to protect minority shareholders if they decided to exercise their statutory merger dissenter’s right of withdrawal.

After considering all the factors described above, Enersis Américas believes that while making the tender offers available to the unaffiliated shareholders of Endesa Américas is procedurally fair, based on the current market prices of Endesa Américas shares and ADSs and the implied merger price, the tender offer price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Enersis Américas believes that the tender offers are ancillary to the merger transaction, and should be viewed in the context of the merger, which Enersis Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas.”

 

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The discussion of the information and factors considered by Enersis Américas is not intended to be exhaustive but is believed to include all material factors considered by Enersis Américas in making a determination regarding the fairness of the tender offers for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. Enersis Américas did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching its position as to the fairness of the tender offers. Rather, Enersis Américas made its fairness determination after considering all of the factors as a whole. Enersis Américas believes the foregoing factors provide a reasonable basis for its belief that the tender offers are procedurally fair, but that based on the current market prices of Endesa Américas shares and ADSs and the implied merger price, the tender offer price of Ch$ 300 per share is uneconomic and, therefore, substantively not fair, to unaffiliated shareholders of Endesa Américas.

The Enel Entities

Under SEC rules, the Enel Entities are deemed to be engaged in a “going private” transaction. Therefore, the Enel Entities are required to express their belief as to the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas. The Enel Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. However, the views of the Enel Entities as to the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas should not be construed as a recommendation to any holder of Endesa Américas shares or Endesa Américas ADSs as to whether or not such holder should tender their Endesa Américas shares or ADSs in the tender offers.

The Enel Entities did not enter into the transaction with a goal of obtaining terms that were fair to the shareholders of Endesa Américas. The Enel Entities did not participate in the deliberations of the Board of Directors or the Directors’ Committee of Endesa Américas, and did not receive fairness opinions as to, the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas. However, the Enel Entities are familiar with Endesa Américas’ business, financial condition, results of operations, industry, competitors and prospects as a standalone company, and have knowledge of Endesa Américas’ management due to the fact that Endesa Américas is a subsidiary of Enersis Américas.

The Enel Entities reviewed and analyzed the valuations and reports of advisers of Enersis Américas and Endesa Américas described above, and the other factors considered by, and the analysis, discussion and resulting conclusions of, Enersis Américas described under “—Position of the Enel Filing Persons as to the Fairness of the Tender Offers—Enersis Américas” in this joint information statement/prospectus. The Enel Entities adopted Enersis Américas’ analysis and conclusion with respect to the fairness of the tender offers to the unaffiliated shareholders of Endesa Américas, including the factors discussed under “—Position of the Enel Filing Persons as to the Fairness of the Tender Offers—Enersis Américas,” and believe that the tender offers are procedurally fair, but, based on the current market prices of Endesa Américas shares and ADSs and the implied merger price, the tender offer price is uneconomic and, therefore, substantively not fair, to unaffiliated shareholders of Endesa Américas based on the factors considered by Enersis Américas, including the factors relating to procedural safeguards. Notwithstanding the foregoing, the Enel Entities believe that the tender offers are ancillary to the merger transaction, and should be viewed in the context of the merger, which the Enel Filing Persons believe is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas.”

Position of the Enel Filing Persons as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights

Enersis Américas

Under SEC rules, Enersis Américas is deemed to be engaged in a “going private” transaction. Therefore, Enersis Américas is required to express its belief as to the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas. Enersis Américas is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules

 

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under the Exchange Act. However, the views of Enersis Américas as to the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas should not be construed as a recommendation to any holder of Endesa Américas shares or Endesa Américas ADSs as to whether or not such holder should exercise statutory merger dissenters’ withdrawal rights.

Endesa Américas shareholders have the right to exercise statutory merger dissenters’ withdrawal rights under the Chilean Companies Act, which requires Endesa Américas, and not Enersis Américas, to purchase shares of Endesa Américas from shareholders of Endesa Américas that exercise statutory merger dissenters’ withdrawal rights. Enersis Américas did not enter into the transaction with a goal of obtaining terms that were fair to the shareholders of Endesa Américas. Enersis Américas did not participate in the deliberations of the Board of Directors or the Directors’ Committee of Endesa Américas, and did not receive fairness opinions as to, the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas. However, Enersis Américas is familiar with Endesa Américas’ business, financial condition, results of operations, industry, competitors and prospects as a standalone company, and have knowledge of Endesa Américas’ management due to the fact that Endesa Américas is a subsidiary of Enersis Américas.

Enersis Américas reviewed the terms of the statutory merger dissenters’ withdrawal rights under the Chilean Companies Act and believes that the availability of such statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, but that based on the current market prices of Endesa Américas shares and ADSs, the tender offer price and the implied merger price, the statutory merger dissenters’ withdrawal rights price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Enersis Américas believes that the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which Enersis Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas.”

Enersis Américas considered a number of factors relating to procedural safeguards in connection with Enersis Américas making the statutory merger dissenters’ withdrawal rights available to the unaffiliated shareholders of Endesa Américas, including those discussed below, each of which supported its belief that the availability of such statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair:

 

    The statutory merger dissenters’ withdrawal rights are required under the Chilean Companies Act; and

 

    All Endesa Américas shareholders (other than Enersis Américas) would have the opportunity to elect any of the three alternatives described below and would be provided with disclosure about each of the alternatives prior to the extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas to vote on the merger:

 

    Participate in the merger and receive shares of Enersis Américas in exchange for their Endesa Américas shares;

 

    Dissent with respect to the merger and exercise their statutory merger dissenters’ withdrawal rights provided under Chilean law and receive a formula price specified by Chilean law in cash in exchange for their Endesa Américas shares; or

 

    Tender their Endesa Américas shares and ADSs in the tender offers and receive the tender offer price in cash.

 

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Enersis Américas considered a number of factors relating to the substantive fairness of the statutory merger dissenters’ withdrawal rights, including those discussed below, each of which supported its belief as to the substantive unfairness of the statutory merger dissenters’ withdrawal rights price from a financial point of view:

 

    The financial terms of the statutory merger dissenters’ withdrawal rights, including comparison of the Ch$ 299.64 per share cash statutory merger dissenters’ withdrawal rights price against:

 

    The current market prices for Endesa Américas shares—The closing trading price of Endesa Américas shares on the Santiago Stock Exchange was Ch$ 305.23 per share on August 30, 2016, such that the statutory merger dissenters’ withdrawal rights price represents a discount of 1.7% from the current market price;

 

    The tender offer price—The tender offer price for Endesa Américas shares of Ch$ 300 per share, such that the statutory merger dissenters’ withdrawal rights price of Ch$ 299.64 per share was lower than the tender offer price.

 

    The implied merger price—The implied merger price for Endesa Américas shares of Ch$ 312.56 per share, based on the merger exchange ratio of 2.8 Enersis Américas shares for each Endesa Américas share and the closing trading price of Enersis Américas shares on the Santiago Stock Exchange of Ch$ 111.63 per share on August 30, 2016, such that the statutory merger dissenters’ withdrawal rights price represents a discount of 4% from the implied merger price;

 

    The historical market prices for Endesa Américas shares—Because Endesa Américas shares began trading publicly on April 21, 2016 on the Chilean Stock Exchanges and because the merger and the tender offers (including the proposed Ch$ 285 per share tender offer price) had already been announced to the market, Enersis Américas did not consider the historical market prices of Endesa Américas shares as a factor in its decision;

 

    The net book value of Endesa Américas—Endesa Américas’ business is generally valued at or near book value, and Enersis Américas considered that the statutory merger dissenters’ withdrawal rights price represents a discount of 16.9% from the net book value as of June 30, 2016;

 

    The going concern value of Endesa Américas—Enersis Américas did not establish a specific going concern value of Endesa Américas. Enersis Américas considered, reviewed and adopted the valuation analyses of the independent appraiser to Enersis Américas as representing a reasonable valuation of Endesa Américas as it continues to operate its business, which Enersis Américas considered in reaching its fairness determination;

 

    The liquidation value of Endesa Américas—Enersis Américas did not consider liquidation value because it considered Endesa Américas to be a viable going concern; and

 

    Purchase prices paid in previous purchases in previous two years—Since Endesa Américas was only organized on March 1, 2016 and became a separately traded public company as of April 21, 2016, there have not been any firm offers for the merger or consolidation of Endesa Américas into another company, the sale or transfer of all or any substantial part of the assets of Endesa Américas to another company, or the purchase of a controlling stake in Endesa Américas by another company, other than the merger and the tender offers. As a result, this was not considered as a factor in the decision by Enersis Américas.

Enersis Américas also considered a variety of other potentially positive and negative factors concerning the statutory merger dissenters’ withdrawal rights, including, without limitation, the following:

 

    Availability of alternatives—Unaffiliated shareholders of Endesa Américas that do not wish to exercise statutory merger dissenters’’ withdrawal rights have the alternative of participating in the merger or participating in the tender offers.

 

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    Benefits of the statutory merger dissenters’ withdrawal rights—The statutory merger dissenters’ withdrawal rights will provide certain benefits to the unaffiliated shareholders of Endesa Américas, such as providing method to receive cash for their shares.

 

    The fixed statutory merger dissenters’ withdrawal rights price—Unaffiliated shareholders of Endesa Américas that exercise statutory merger dissenters’ withdrawal rights will receive a fixed cash payment, even if the trading prices of Endesa Américas shares and ADSs increase prior to the consummation of the merger.

 

    Failure to consummate the merger— Because the conditions to consummation of the merger include shareholder approval of the merger and exercises of statutory merger dissenters’ withdrawal rights not exceeding specified thresholds, there is a possibility that the merger may not be consummated if more than the specified threshold number of Endesa Américas shareholders exercise statutory merger dissenters’ withdrawal rights.

 

    Negative impacts upon Endesa Américas if the merger is not consummated—If the merger is not consummated, there may be negative impacts and costs for Endesa Américas, including the potential effect on the trading prices of Endesa Américas shares and ADSs, the potential diversion of management attention, and the potential negative effect on Endesa Américas business and existing relationships.

After considering all the factors described above, Enersis Américas believes that while the availability of statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, based on the current market prices of Endesa Américas shares and ADSs, the tender offer price and the implied merger price, the statutory merger dissenters’ withdrawal rights price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas. Notwithstanding the foregoing, Enersis Américas believes that the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which Enersis Américas believes is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “—Position of the Enel Filing Persons as to the Fairness of the Merger – Enersis Américas.”

The discussion of the information and factors considered by Enersis Américas is not intended to be exhaustive but is believed to include all material factors considered by Enersis Américas in making a determination regarding the fairness of the statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. Enersis Américas did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching its position as to the fairness of the statutory merger dissenters’ withdrawal rights. Rather, Enersis Américas made its fairness determination after considering all of the factors as a whole. Enersis Américas believes the foregoing factors provide a reasonable basis for its belief that the availability of the statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, but that based on the current market prices of Endesa Américas shares and ADSs, the tender offer price and the implied merger price, the statutory merger dissenters’ withdrawal rights price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas.

The Enel Entities

Under SEC rules, the Enel Entities are deemed to be engaged in a “going private” transaction. Therefore, the Enel Entities are required to express its belief as to the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas. The Enel Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. However, the views of the Enel Entities as to the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas should not be construed as a recommendation to any holder of Endesa Américas shares or Endesa Américas ADSs as to whether or not such holder should exercise statutory merger dissenters’ withdrawal rights.

 

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Endesa Américas shareholders have the right to exercise statutory merger dissenters’ withdrawal rights under the Chilean Companies Act, which requires Endesa Américas, and not the Enel Entities, to purchase shares of Endesa Américas from shareholders of Endesa Américas that exercise statutory merger dissenters’ withdrawal rights. The Enel Entities did not enter into the transaction with a goal of obtaining terms that were fair to the shareholders of Endesa Américas. The Enel Entities did not participate in the deliberations of the Board of Directors or the Directors’ Committee of Endesa Américas, and did not receive fairness opinions as to, the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas. However, the Enel Entities are familiar with Endesa Américas’ business, financial condition, results of operations, industry, competitors and prospects as a standalone company, and have knowledge of Endesa Américas’ management due to the fact that Endesa Américas is a subsidiary of Enersis Américas.

The Enel Entities reviewed and analyzed the valuations and reports of advisers of Enersis Américas and Endesa Américas described above, and the other factors considered by, and the analysis, discussion and resulting conclusions of, Enersis Américas described under “—Position of the Enel Filing Persons as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights—Enersis Américas” in this joint information statement/prospectus. The Enel Entities adopted Enersis Américas’ analysis and conclusion with respect to the fairness of the statutory merger dissenters’ withdrawal rights to the unaffiliated shareholders of Endesa Américas, including the factors discussed under “—Position of the Enel Filing Persons as to the Fairness of the Statutory Merger Dissenters’ Withdrawal Rights—Enersis Américas,” and believe that the availability of the statutory merger dissenters’ withdrawal rights to unaffiliated shareholders of Endesa Américas is procedurally fair, but that based on the current market prices of Endesa Américas shares and ADSs, the tender offer price and the implied merger price, the statutory merger dissenters’ withdrawal rights price is uneconomic and, therefore, substantively not fair, to the unaffiliated shareholders of Endesa Américas based on the factors considered by Enersis Américas, including the factors relating to procedural safeguards. Notwithstanding the foregoing, the Enel Entities believe that the statutory merger dissenters’ withdrawal rights are ancillary to the merger transaction, and should be viewed in the context of the merger, which the Enel Filing Persons believe is substantively and procedurally fair to the unaffiliated shareholders of Endesa Américas. See “—Position of the Enel Filing Persons as to the Fairness of the Merger—Enersis Américas.”

Summary of Enersis Américas Directors’ Committee Report

In order to comply with Chilean law, the Directors’ Committee of Enersis Américas issued a report on as to whether or not the merger (1) contributes to the best interests of Enersis Américas and (2) is in line with prevailing market prices, terms and conditions at the time of its approval. A copy of the Directors’ Committee report was sent to each of the individual directors of Enersis Américas. In connection with the Directors’ Committee report, the members of the Directors’ Committee each reviewed an independent appraiser report dated August 5, 2016 prepared by Mr. Pablo D’Agliano and independent valuator reports, each dated August 5, 2016, prepared by each of Itaú Argentina and Credicorp Capital (collectively, the “Enersis Américas Reports”). The Directors’ Committee’s conclusions were supported by the following analysis:

Contribution to Enersis Américas’ Best Interest

The Directors’ Committee of Enersis Américas unanimously concluded that the merger contributes to the best interests of Enersis Américas based on the following factors:

 

    Synergies in administrative expenses and services;

 

    Potential savings in holding discounts;

 

    Potential increase in liquidity and analyst coverage;

 

    Positive impact on cash flows and stock value, resulting in an expected net income benefit to shareholders;

 

    Alignment of interests of operating subsidiaries;

 

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    Increased efficiency in decision-making;

 

    Elimination of potential conflicts of interest regarding investment, growth and financing decisions;

 

    More direct access to cash flows of the operating subsidiaries for the parent company;

 

    Increased visibility of assets in which Enersis Américas and its subsidiaries hold a majority interest; and

 

    Reduction in minority interests at the level of Enersis Américas.

Market Conditions

The Directors’ Committee of Enersis Américas unanimously concluded that the merger was in line with prevailing market prices, terms and conditions because the company valuations and merger exchange ratios deemed fair by the independent appraiser and the independent valuators in the Enersis Américas Reports are reasonably comparable to the merger exchange ratios proposed for the transaction (2.8 shares of Enersis Américas for each share of Endesa Américas and 4.0 shares of Enersis Américas for each share of Chilectra Américas).

Summary of Enersis Américas Directors’ Statements

In order to comply with Chilean law, each of the directors of Enersis Américas issued an individual statement in his capacity as a director of Enersis Américas as to whether or not the merger (1) contributes to the best interests of Enersis Américas and (2) is in line with prevailing market prices, terms and conditions at the time of its approval. Although no two statements were identical, each director individually concluded that the merger contributed to the best interest of Enersis Américas and is in line with prevailing market prices, terms and conditions at the time of its approval. In connection with their individual statements, the directors each reviewed the Enersis Américas Reports and the report of its Directors’ Committee. Each director placed varying degrees of emphasis on the factors he considered in his individual statement. The directors’ conclusions were supported by the following analysis:

Contribution to Enersis Américas’ Best Interest

Each of the directors of Enersis Américas concluded that the merger contributes to the best interests of Enersis Américas. Factors that were considered by one or more individual directors include, among others:

 

    Synergies in administrative expenses and services;

 

    Potential savings in holding discounts;

 

    Potential increase in liquidity and analyst coverage;

 

    Positive impact on cash flows and stock value, resulting in an expected net income benefit to shareholders;

 

    Alignment of interests of operating subsidiaries;

 

    Increased efficiency in decision-making;

 

    Elimination of potential conflicts of interest regarding investment, growth and financing decisions;

 

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    More direct access to cash flows of the operating subsidiaries for the parent company;

 

    Increased visibility of assets in which Enersis Américas and its subsidiaries hold a majority interest;

 

    Reduction in minority interests at the level of Enersis Américas; and

 

    A use of funds which will provide greater returns than current investment methods.

Market Conditions

Each of the directors of Enersis Américas concluded that the merger was in line with prevailing market prices, terms and conditions. Factors that were considered by one or more individual directors include, among others:

 

    The company valuations and merger exchange ratios deemed fair by the independent appraiser and the independent valuators in the Enersis Américas Reports are reasonably comparable to the merger exchange ratios proposed for the transaction;

 

    Endesa Américas shares are trading at prices above the Endesa Américas share price proposed in the Tender Offer; and

 

    The market has already shown its approval for the proposed conditions of the merger based on the fact that the exchange ratio of Enersis Américas shares for Endesa Américas shares based on market prices is above the implicit merger exchange ratio based on the Tender Offer price and below the proposed Endesa Américas merger exchange ratio.

Summary of BofA Merrill Lynch’s Fairness Opinion

Enersis Américas has retained BofA Merrill Lynch to act as Enersis Américas’ financial advisor in connection with the Merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Enersis Américas selected BofA Merrill Lynch to act as Enersis Américas’ financial advisor in connection with the Merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the Merger and its reputation in the investment community.

On August 5, 2016, at a meeting of Enersis Américas’ Board of Directors held to evaluate the Merger, BofA Merrill Lynch delivered to Enersis Américas’ Board of Directors an oral opinion, which was confirmed by delivery of a written opinion dated August 5, 2016, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratios provided for in the Merger were fair, from a financial point of view, to Enersis Américas.

The full text of BofA Merrill Lynch’s written opinion to Enersis Américas’ Board of Directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex G to this document and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to Enersis Américas’ Board of Directors for the benefit and use of Enersis Américas’ Board of Directors (in its capacity as such) in connection with and for purposes of its evaluation of the Exchange Ratios from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Enersis Américas or in which Enersis Américas might engage or as to the underlying business decision of Enersis Américas to proceed with or effect the Merger. BofA Merrill Lynch’s opinion does not address any other aspect of the Merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed Merger or any related matter.

 

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In connection with rendering its opinion, BofA Merrill Lynch:

 

  (1) reviewed certain publicly available business and financial information relating to Enersis Américas, Endesa Américas and Chilectra Américas;

 

  (2) reviewed certain internal financial and operating information with respect to the business, operations and prospects of Enersis Américas furnished to or discussed with BofA Merrill Lynch by the management of Enersis Américas, including certain financial forecasts relating to each of the subsidiaries of Enersis Américas on an individual basis, prepared by the management of Enersis Américas, collectively referred to herein as the Enersis Américas forecasts, and discussed with the management of Enersis Américas its assessment as to the likelihood of achieving the future financial results reflected in the Enersis Américas forecasts;

 

  (3) discussed the past and current business, operations, financial condition and prospects of certain subsidiaries of Endesa Américas and Chilectra Américas with members of senior managements of such subsidiaries and, in each case, with members of senior management of Enersis Américas, and discussed the past and current business, operations, financial condition and prospects of Enersis Américas with members of senior management of Enersis Américas;

 

  (4) reviewed the historical trading prices for Endesa Américas common stock, Chilectra Américas common stock and Enersis Américas common stock and a comparison of the historical trading prices with each other;

 

  (5) compared certain financial and stock market information of certain of the subsidiaries of each of Endesa Américas, Chilectra Américas and Enersis Américas with similar information of other companies BofA Merrill Lynch deemed relevant;

 

  (6) reviewed the relative financial contributions of Endesa Américas, Chilectra Américas and Enersis Américas to the historical financial performance of the combined company on a pro forma basis;

 

  (8) reviewed the preliminary registration statement filed by Enersis Américas with the SEC on May 17, 2016 and the amendment thereto filed by Enersis Américas with the SEC on July 15, 2016, which, together, are referred to in this section as the Registration Statement;

 

  (10) reviewed a draft, dated August 5, 2016 of the Merger Terms and Conditions; and

 

  (11) performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the managements of certain of the subsidiaries of Endesa Américas and Chilectra Américas and of the management of Enersis Américas that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Enersis Américas forecasts, BofA Merrill Lynch was advised by Enersis Américas, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Enersis Américas as to the future financial performance of each of the subsidiaries of Enersis Américas, and, based on the assessments of the management of Enersis Américas as to the likelihood of achieving the future financial results reflected in the Enersis Américas Forecasts, BofA Merrill Lynch relied, at the direction of Enersis Américas, on the Enersis Américas forecasts for purposes of its opinion. At the direction of Enersis Américas, BofA Merrill Lynch relied upon the assessments of or its discussions with the management of Enersis Américas as to, among other things, the geopolitical, macroeconomic and other conditions in Chile and certain market, competitive and other trends in and prospects for, and governmental, regulatory and legislative matters, relating to or affecting, the utilities industry, which, if different than assumed, could have a material impact on its analyses or opinion. As the Board of Directors of Enersis Américas was aware, BofA Merrill Lynch was not provided with, and did not have access to, financial

 

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forecasts relating to (i) Endesa Américas on a combined basis prepared by the management of Endesa Américas or (ii) Chilectra Américas on a combined basis prepared by the management of Chilectra Américas. BofA Merrill Lynch did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Endesa Américas, Chilectra Américas or Enersis Américas, nor did it make any physical inspection of the properties or assets of Endesa Américas, Chilectra Américas or Enersis Américas. BofA Merrill Lynch did not evaluate the solvency or fair value of Endesa Américas, Chilectra Américas or Enersis Américas under any Chilean or U.S. state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of Enersis Américas, that the Merger would be consummated in accordance with the terms set forth in the Merger Terms and Conditions, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Endesa Américas, Chilectra Américas or Enersis Américas or the contemplated benefits of the Merger. BofA Merrill Lynch further assumed, at the direction of Enersis Américas, that the Endesa Américas Merger and the Chilectra Merger would be consummated substantially concurrently. BofA Merrill Lynch also assumed, at the direction of Enersis Américas, that the final Merger Terms and Conditions submitted to the shareholders of Enersis Américas would not differ in any material respect from the draft of the Merger Terms and Conditions reviewed by it. BofA Merrill Lynch further assumed, at the direction of the Board of Directors of Enersis Américas, that a special dividend in the amount of Ch$ 120 billion will be distributed to the shareholders of Chilectra Américas, referred to herein as the Chilectra Dividend, prior to the consummation of the Merger. BofA Merrill Lynch also assumed, at the direction of Enersis Américas, that the Merger would qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the Merger (other than the Exchange Ratios to the extent expressly specified in its opinion), including, without limitation, the form, structure or tax consequences or benefits of the Merger or any related transactions. In addition, BofA Merrill Lynch expressed no view or opinion regarding the Spin-Offs, including, without limitation, the form, structure or any terms, aspects or implications thereof or the Chilectra Dividend, including, without limitation, the amount, form, structure or any terms, aspects or implications thereof. BofA Merrill Lynch was not requested to, and it did not, participate in the negotiation of the terms of the Merger, nor was it requested to, and it did not, provide any advice or services in connection with the Merger other than the delivery of its opinion. BofA Merrill Lynch expressed no view or opinion as to any such matters. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, to Enersis Américas of the Exchange Ratios provided for in the Merger and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Exchange Ratios. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Enersis Américas or in which Enersis Américas might engage or as to the underlying business decision of Enersis Américas to proceed with or effect the Merger. BofA Merrill Lynch did not express any opinion as to what the value of Enersis Américas common stock actually would be when issued or the prices at which Enersis Américas common stock, Endesa Américas common stock or Chilectra Américas common stock has or would trade at any time, including following the announcement or consummation of the Spin-Offs or the Merger. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Merger or any related matter. BofA Merrill Lynch’s opinion did not constitute an expert report (informe de perito), an independent valuation report (informe de evaluador independiente) or any other type of opinion or report mandated by applicable Chilean law or regulation. Except as described above, Enersis Américas imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

 

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BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by a fairness opinion review committee of BofA Merrill Lynch.

The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to Enersis Américas’ Board of Directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Financial Analyses

Illustrative Sum of the Parts – Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of each of Enersis Américas, Endesa Américas and Chilectra Américas on a sum-of-the-parts basis by calculating the range of estimated implied present values as of June 30, 2016 for each of Enersis Américas’ subsidiaries and holding companies, in each case using estimates of the normalized standalone unlevered, after-tax free cash flows that each such subsidiary and holding company was forecasted to generate during Enersis Américas’ fiscal years 2016 through 2020 based on the Enersis Américas management forecasts. (Compañía de Interconexión Energética S.A. – projection period through fiscal year 2022; Endesa Costanera S.A., Hidroeléctrica El Chocón S.A. and Central Dock Sud S.A. – projection period through fiscal year 2023; Emgesa S.A. E.S.P. – projection period through fiscal year 2024; Centrais Elétricas Cachoeira Dourada S.A. – projection period through fiscal year 2027; Central Geradora Termeléctrica Fortaleza S.A. – projection period through fiscal year 2031.) BofA Merrill Lynch calculated a range of terminal values for each of the subsidiaries and holding companies by applying perpetuity growth rates ranging from 2.1% to 2.3%. For each of the subsidiaries and holding companies, the terminal values were then discounted to present value as of June 30, 2016 using discount rates ranging from 6.04% to 13.69% for the portion of such terminal value attributable to generation, and from 5.78% to 13.60% for the portion of such terminal value attributable to distribution and transmission, which were based on an estimate of each of the subsidiary’s or holding company’s weighted average cost of capital, as determined on a country-by-country basis. BofA Merrill Lynch then assigned the portion of the ranges of the implied equity values of each subsidiary and holding company attributable to each of Enersis Américas, Endesa Américas and Chilectra Américas to such company and added together the ranges of estimated implied equity values so assigned for each of Enersis Américas, Endesa Américas and Chilectra Américas. This analysis indicated the following approximate implied equity value reference ranges for Enersis Américas, Endesa Américas and Chilectra Américas:

 

     Implied Equity Value
Reference Ranges (millions)

Enersis Américas

   US$ 7,587 – US$ 11,067

Endesa Américas

   US$ 3,456 – US$ 4,872

Chilectra Américas

   US$ 667 – US$ 1,135

Illustrative Sum of the Parts – Selected Publicly Traded Companies Analysis. BofA Merrill Lynch performed an analysis of each of Enersis Américas, Endesa Américas and Chilectra Américas on a sum-of-the-parts basis by performing a separate selected publicly traded company analysis for each of Enersis Américas’ subsidiaries. (For each of Ampla, Pratil, Piura, Soc. Portuaria (Colombia), Chinango, Generalima and Caboblanco (Peru), CTM, Tesa, Cemsa, Distrilec, Sourthern Code, Hidroinvest (Argentina), Enersis Americas IND, Endesa Americas IND, Chilectra Americas and Endesa Brazil, BofA Merrill Lynch, in its professional

 

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judgment and experience, determined that either (i) the results of the Sum of the Parts – Selected Publicly Traded Companies Analysis were non-meaningful or (ii) that no relevant comparable publicly traded company was available for such subsidiary or holding company for purposes of such analyses, and therefore the results of the Discounted Cash Flow Analysis (described above) was used with respect to such subsidiaries and holding companies for such analyses.) BofA Merrill Lynch reviewed publicly available financial and stock market information for each such subsidiary and the following publicly traded companies, in each case, in either the electricity generation industry or the electricity distribution and transmission industry, as applicable, and taking into account the country in which such subsidiary operates and, in each case, based upon projections and other financial information provided by Enersis Américas’ management:

 

Subsidiary of Enersis Américas (1)

  

Selected Publicly Traded Companies

•    Codensa S.A. E.S.P.

  

•    Empresa de Distribución Eléctrica de Lima Norte S.A.A.

•    Luz del Sur S.A.

•    Emgesa S.A. E.S.P.

  

•    Isagen S.A.

•    Celsia S.A. E.S.P.

•    Empresa de Distribución Eléctrica de Lima Norte S.A.A.

  

•    Luz del Sur S.A

•    Edegel S.A.A.

  

•    ENGIE Energia Peru S.A.

•    Ampla Energia e Serviços S.A.

  

•    Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.

•    Companhia Energética do Ceará

  

•    Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.

•    Central Geradora Termeléctrica Fortaleza S.A.

  

•    ENGIE Brasil Energia S.A.

•    AES Tiete Energia S.A.

•    Centrais Elétricas Cachoeira Dourada S.A.

  

•    ENGIE Brasil Energia S.A.

•    AES Tiete Energia S.A.

•    Compañía de Interconexión Energética S.A.

  

•    Transmissora Alianca De Energia Eletrica S.A. Unit

•    Alupar Investimento S.A.

•    Endesa Costanera S.A.

  

•    Isagen S.A.

•    Celsia S.A. E.S.P.

•    ENGIE Brasil Energia S.A.

•    AES Tiete Energia S.A.

•    Edegel S.A.A.

•    ENGIE Energia Peru S.A.

•    Hidroeléctrica El Chocón S.A.

  

•    Isagen S.A.

•    Celsia S.A. E.S.P.

•    ENGIE Brasil Energia S.A.

•    AES Tiete Energia S.A.

•    Edegel S.A.A.

•    ENGIE Energia Peru S.A.

•    Central Dock Sud S.A.

  

•    Isagen S.A.

•    Celsia S.A. E.S.P.

•    ENGIE Brasil Energia S.A.

•    AES Tiete Energia S.A.

•    Edegel S.A.A.

•    ENGIE Energia Peru S.A.

 

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Subsidiary of Enersis Américas (1)

  

Selected Publicly Traded Companies

•    Empresa Distribuidora Sur S.A.

  

•    Luz del Sur S.A.

•    Empresa de Distribución Eléctrica de Lima Norte S.A.A.

•    Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.

 

  (1) For each of Endesa Costanera S.A., Hidroeléctrica El Chocón S.A., Central Dock Sud S.A. and Empresa Distribuidora Sur S.A. the multiples derived from the selected publicly traded companies were adjusted by BofA Merrill Lynch, in its professional judgment and experience, to take into account macroeconomic conditions related to the country in which such subsidiaries operate.

BofA Merrill Lynch reviewed enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on July 22, 2016, plus debt, less cash, as a multiple of calendar year 2017 estimated earnings before interest, taxes, depreciations and amortization, commonly referred to as EBITDA. BofA Merrill Lynch then, based on the applicable industry and country in which such subsidiary operates, applied calendar year 2017 EBITDA multiples ranging from 4.0x to 8.9x derived from the selected publicly traded companies to the applicable subsidiary’s calendar year 2017 estimated EBITDA. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of each of the subsidiaries were based on the Enersis Américas management forecasts. BofA Merrill Lynch then assigned the portion of the ranges of the implied equity values of each subsidiary attributable to each of Enersis Américas, Endesa Américas and Chilectra Américas to such company and added together the ranges of estimated implied equity values so assigned for each of Enersis Américas, Endesa Américas and Chilectra Américas. This analysis indicated the following approximate implied equity value reference ranges for Enersis Américas, Endesa Américas and Chilectra Américas:

 

     Implied Equity Value
Reference Ranges (millions)

Enersis Américas

   US$ 7,955 – US$ 9,898

Endesa Américas

   US$ 3,376 – US$ 4,176

Chilectra Américas

   US$ 836 – US$ 1,106

No company used in this analysis is identical or directly comparable to Enersis Américas, Endesa Américas, Chilectra Américas or any of Enersis Américas’ subsidiaries or holding companies. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the applicable subsidiary of Enersis Américas was compared.

Implied Exchange Ratios

Based on the implied equity value reference ranges for each of Enersis Américas, Endesa Américas and Chilectra Américas calculated as described above, adjusted at the direction of Enersis Américas in each case for certain tax consequences resulting from the Spin-Offs, as provided by the management of Enersis Américas, and, with respect to Chilectra Américas, adjusted for the Chilectra Dividend by subtracting the value of the Chilectra Dividend from the implied equity value reference ranges for Chilectra Américas, these analyses indicated the following implied exchange ratio reference range, as compared to the exchange ratios provided for in the Merger:

 

     Implied Exchange Ratio Reference Ranges      Exchange
Ratios
Provided for
in the Merger
 
   SOTP Discounted Cash
Flow Analyses
     SOTP Selected Publicly
Traded Companies
Analyses
    

Endesa Merger

     2.3x – 3.1x         2.4x – 3.0x         2.8x   

Chilectra Merger

     2.3x – 4.3x         2.0x – 4.8x         4.0x   

 

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Other Factors

In rendering its opinion, BofA Merrill Lynch also reviewed and considered other factors, including:

 

    historical trading prices of Enersis Américas common stock, Endesa Américas common stock and Chilectra Américas common stock during the period from April 22, 2016 to August 2, 2016; and

 

    contributions of Enersis Américas, Endesa Américas and Chilectra Américas to the combined company based on historical net income for each of Enersis Américas, Endesa Américas and Chilectra Américas for Enersis Américas’ fiscal years 2014 and 2015 and the last twelve month period ending March 31, 2016.

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to Enersis Américas’ Board of Directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Enersis Américas, Endesa Américas and Chilectra Américas. The estimates of the future performance of Enersis Américas, Endesa Américas and Chilectra Américas in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the Exchange Ratios and were provided to Enersis Américas’ Board of Directors in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of Enersis Américas, Endesa Américas or Chilectra Américas.

The type and amount of consideration payable in the Merger was determined through negotiations between Enersis Américas, Endesa Américas and Chilectra Américas, rather than by any financial advisor, and was approved by Enersis Américas’ Board of Directors. The decision to undertake the Merger was solely that of Enersis Américas’ Board of Directors. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by Enersis Américas’ Board of Directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of Enersis Américas’ Board of Directors or management with respect to the Merger or the Exchange Ratios.

In addition to the financial analyses presented by BofA Merrill Lynch to Enersis Américas’ Board of Directors in connection with its opinion described above (the “Valuation Report”), at a meeting of Enersis Americas’ Board of Directors on July 27, 2016 BofA Merrill Lynch provided a preliminary draft of such Valuation Report to the Board of Directors of Enersis Américas, which was substantially identical to the final

 

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Valuation Report in all material respects, except for the fact that the preliminary draft of the Valuation Report provided a proposed Chilectra Américas merger exchange ratio of 5.0, the preliminary estimated Chilectra Américas merger exchange ratio, instead of 4.0, the revised Chilectra Américas merger exchange ratio to reflect the Ch$ 120 billion special dividend to be distributed by Chilectra Américas to its shareholders.

Enersis Américas has agreed to pay BofA Merrill Lynch for its services in connection with the Merger an aggregate fee of US$ 1 million, all of which was payable in connection with its opinion. In addition, in the sole discretion of Enersis Américas, a discretionary fee of up to US$ 500,000 may be payable to BofA Merrill Lynch. Enersis Américas also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Enersis Américas, Endesa Américas, Chilectra Américas and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Enersis Américas and have received or in the future may receive compensation for the rendering of these services, including having provided or providing certain derivatives and foreign exchange trading services to Enersis Américas. In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Endesa Américas, Enel SpA, the parent company of Enersis Américas (“Enel”) and their respective affiliates (other than Enersis Américas) and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as (i) financial advisor to Endesa Américas in connection with a sale of assets, (ii) dealer manager to an affiliate of Enel in connection with an exchange of notes, (iii) joint book runner and/or dealer to Enel and certain of its affiliates in connection with debt offerings, (iv) provider of certain management services and products to Enel and/or certain of its affiliates and (v) provider of certain commodity, derivatives and foreign exchange trading services to Enel and certain of its affiliates. From July 1, 2014 through June 30, 2016, BofA Merrill Lynch and its affiliates derived aggregate revenues from Enersis Américas, Endesa Américas, Enel and their respective affiliates of approximately US$ 16,000,000 for investment and corporate banking services.

Summary of Report of Independent Appraiser of Enersis Américas (Pablo D’Agliano)

On June 15, 2016, the Board of Directors of Enersis Américas designated Pablo D’Agliano as an independent appraiser (perito independiente) pursuant to Chilean law, for the purposes of delivering a final report as to the estimated value of the merging companies and the estimated appropriate merger exchange ratios in accordance with Articles 156 and 168 of the Chilean Corporate Regulations and SVS instructions.

Mr. D’Agliano is a Managing Director for Providence Capital and in appointing him, the Board of Directors of Enersis Américas considered his experience as well as the fact he holds a bachelor’s degree in Economics from the Universidad Argentina de la Empresa, an M.B.A. from the Universidad de Chile and an M.B.A. from Tulane University.

 

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At the August 5, 2016 meeting of the Board of Directors of Enersis Américas, Mr. D’Agliano delivered his final report that sets forth:

 

    the estimated valuation of the merging companies;

 

    the proposed merger exchange ratios in connection with the merger, based on an estimated economic valuation of the equity of Enersis Américas, Endesa Américas and Chilectra Américas as calculated by Providence Capital as of June 30, 2016;

 

    the number of shares to be issued by Enersis Américas, based on the calculated merger exchange ratios and unaudited pro forma consolidated statement of financial position of Enersis Américas as of June 30, 2016, to be exchanged for outstanding Endesa Américas and Chilectra Américas shares upon consummation of the merger; and

 

    the unaudited pro forma consolidated statement of financial position of the company.

Conclusion of Pablo D’Agliano

Mr. D’Agliano proposed the following merger exchange ratios in connection with the merger:

 

     Endesa Américas    Chilectra Américas

Proposed by the Board of Directors in November 2015

   2.8 Shares    5.0 Shares

Proposed by the Board of Directors in August 2016

   2.8 Shares    4.0 Shares

Determined by the Independent Appraiser

   2.68 Shares    4.10 Shares

The estimated valuations and exchange ratios calculations assume that Chilectra Américas distributes a Ch$ 120 billion dividend to its shareholders, which is expected to be submitted to Chilectra Américas’ shareholders for approval at the extraordinary shareholders’ meeting to vote on the proposed merger.

Based on his determination of merger exchange ratios, Mr. D’Agliano calculated the requisite number of shares to be issued by Enersis Américas and exchange ratios as follows:

 

CALCULATIONS BASED ON VALUATIONS AS OF JUNE 30, 2016   
Capital Increase & Exchange Ratios    Ch$      %  

Equity valuation of Enersis Américas

     5,987,757,234,743        84.72

Minority shareholders of Chilectra Américas

     5,230,833,809        0.07

Minority shareholders of Endesa Américas

     1,074,336,230,321        15.20
  

 

 

    

 

 

 

Valuation Of Merged Equity

     7,067,324,298,872        100.00
  

 

 

    

 

 

 

Capital Increase

     1,079,567,064,129     
Calculation of Number of Shares to be Issued by Enersis Américas   

Post Merger shares

     57,943,990,085     

Shares to be issued

     8,851,217,323     
Exchange Ratios    No. Shares      Exchange Ratio
Enersis/Share
exchanged
 

Pre Merger shareholders of Enersis Américas

     49,092,772,762        1.00   

Minority shareholders of Chilectra Américas

     42,886,865        4.10   

Minority shareholders of Endesa Américas

     8,808,330,458        2.68   

Total shares

     57,943,990,085     

Note: figures are in Chilean Pesos, according to the Observed Dollar as of July 1, 2016 (Ch$/US$ 661.37).

 

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The full text of these conclusions and Mr. D’Agliano’s final report dated August 5, 2016 are attached as Annex H to this information statement/prospectus. The report outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Mr. D’Agliano in rendering his report. Holders of Enersis Américas shares are urged to read the entire opinion carefully in connection with their consideration of the proposed merger. The final report issued by Mr. D’Agliano was prepared in Spanish and in accordance to Chilean laws. Attached to this information statement/prospectus is a free English translation of such final report. In the case of doubt as to the proper interpretation or construction of this information statement/prospectus, or the English version of the report, the original Spanish version of the report shall prevail.

In rendering the report and the conclusions contained therein, Mr. D’Agliano relied upon the financial and other information provided by Enersis Américas, either orally or in writing, and in public information, without undertaking an independent verification of the truthfulness, accuracy and completeness of such information. With regards to projections relied upon in the report, Mr. D’Agliano has assumed that such projections have been prepared by Enersis Américas in good faith and based upon sound assumptions. Mr. D’Agliano has not assumed any obligation or commitment to provide legal, accounting or tax advice and as a result none of the contents of Mr. D’Agliano’s report should be considered, used, or interpreted as legal, accounting, or tax advice and any content of the same that makes reference, directly, or indirectly, to legal, accounting, or tax aspects should be understood as a review of general aspects that Mr. D’Agliano deemed relevant as support for its analysis. Mr. D’Agliano was neither asked nor requested to provide an opinion as to the design, choice or structuring of the merger or related transactions, nor was asked to provide distinct services to those rendered in the report. Therefore, Mr. D’Agliano has not made a determination in his opinion as to the possibility of an alternative transaction to the merger or a different configuration for the companies.

Mr. D’Agliano’s report does not represent a recommendation, express or implied, with respect to how any person or entity should make decisions on operations relating to the Reorganization. Mr. D’Agliano has assumed no obligation or liability for the projections contained therein.

Mr. D’Agliano’s report as well as the analysis, opinions, comments and conclusions contained therein are valid as of the date of the report, and only served for the purpose the report was contracted, in accordance to Chilean laws and regulations.

The Board of Directors of Enersis Américas determined the merger exchange ratios for the merger. Mr. D’Agliano’s analysis provided an independent determination of the merger exchange ratios for the Board of Directors’ reference as required under Chilean law.

Methodology

In connection with rendering his report on August 5, 2016, Mr. D’Agliano utilized the estimated economic valuation of Enersis Américas, Endesa Américas and Chilectra Américas’ equity as calculated by Providence Capital to calculate the merger exchange ratios presented in the final report. In rendering estimated economic valuations contained in the presentation dated August 5, 2016, Mr. D’Agliano and Providence Capital reviewed and considered, among other things, information provided by Enersis Américas, which consisted of historical financial information, macroeconomic assumptions, the 2016 budget, investment estimates, business plans and financial projections for each business for the period from 2016 to 2020, tariffs, financial debt information for Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016 and other information considered relevant for purposes of issuing the final report. Mr. D’Agliano and Providence Capital also received presentations from the management of Enersis Américas, Endesa Américas and Chilectra Américas regarding country-by-country operations, financial projections, investment estimates, and tax implications. The management of each such company further made themselves available for inquiries and responded to requests for additional information.

 

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In addition, Mr. D’Agliano reviewed and considered the merger exchange ratios he calculated as well as the unaudited pro forma consolidated statement of financial position as of June 30, 2016 prepared by the management of Enersis Américas, reflecting the consolidated status of Enersis Américas to calculate the number of shares to be issued by Enersis Américas to be exchanged for outstanding Endesa Américas and Chilectra Américas shares upon consummation of the merger. The unaudited pro forma consolidated statement of financial position assumed the merger was approved and included the assets, liabilities, rights and obligations of Endesa Américas and Chilectra Américas as of June 30, 2016. Mr. D’Agliano further considered the consolidated interim financials of Endesa Américas and Chilectra Américas as of June 30, 2016.

In making the calculations presented in the final report, Mr. D’Agliano and Providence Capital used the methodologies described below.

DCF Method

Mr. D’Agliano’s and Providence Capital’s estimated economic valuations are based on the sum of the corresponding investments in generation, transmission, and distribution operations currently existing in Peru, Colombia, Brazil, and Argentina under the Discounted Cash Flow model (the “DCF method”), which utilized the financial statements of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016. Specifically, the DCF method considered, among other things, (i) the operational cash flows of each of the controlled operating entities, either directly or indirectly, owned by Enersis Américas, Endesa Américas, or Chilectra Américas; (ii) each relevant country’s gross domestic product, inflation, exchange rate, commodity prices as well as other macroeconomic data obtained from various external sources; and (iii) the application of a calculated weighted average cost of capital (WACC) (implementing the capital asset pricing model).

Market Multiples Method

In addition to the DCF method, similar companies falling within the same sector and listed on the public stock exchanges (in Chile, Colombia, Peru, Brazil and Argentina) were selected as a basis for comparison to the results of the DCF method.

Transaction Multiples Method

The results of the DCF method were also compared to multiples used in transactions by companies similar to Enersis Américas, Endesa Américas and Chilectra Américas, all recently undertaken in Chile, Colombia, Peru, Brazil and Argentina.

 

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The table below summarizes the estimated values of Enersis Américas, Endesa Américas and Chilectra Américas under each valuation methodology.

 

 

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Notes: (1) Corresponds to 100% of the value of “S of shareholdings less holding discount” for Enersis Américas and “S of shareholdings less holding discount” of the minority shareholdings in Endesa Américas and Chilectras Américas. (2) Estimated tax compensation payable by the shareholders of Enersis Américas to the minority shareholders of Endesa Américas and Chilectra Américas, in relation to the net taxes already paid by Endesa Chile and Chilectra Chile, originated during the first stage of the corporate restructuring (corporate division).

Estimated Economic Valuation Results

The table below presents a summary of the estimated economic valuations of the equity of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016 in millions of Chilean pesos. The valuations consider their corresponding investments in generation, transmission, and distribution operations in Argentina, Brazil, Colombia, and Peru.

 

ESTIMATED ECONOMIC VALUATIONS   
     Enersis Américas
(Ch$)
     Chilectra Américas
(Ch$)
     Endesa Américas
(Ch$)
 

Independent Appraiser Valuation as of June 30, 2016

     5,987,757,234,743         575,209,520,633         2,684,560,810,120   

Note: figures are in Chilean Pesos, according to the Observed Dollar as of July 1, 2016 (Ch$/US$ 661.37).

 

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Preliminary Reports and Presentations by Pablo D’Agliano and Providence Capital

In addition to the final report of Mr. D’Agliano dated August 5, 2016 described above, preliminary written reports and presentations were provided to the Board of Directors of Enersis Américas on June 28, 2016 and July 27, 2016, which are referred to in this joint information statement/prospectus as the preliminary D’Agliano presentations.

The preliminary D’Agliano presentation dated June 28, 2016 contained information regarding Mr. D’Agliano and his deal team for the proposed assignment, a description of the process for performing the analysis, the valuation methodology being implemented by the team, and the degree of advancement of their work based on financial information as of May 31, 2016. In addition, Mr. D’Agliano provided a preliminary report and presentation dated July 27, 2016 to the Board of Directors, which was substantially similar to Mr. D’Agliano’s final report and presentation.

Copies of the preliminary D’Agliano presentations have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the merger, and will be made available for inspection and copying at the principal offices of Enersis Américas during its regular business hours by any interested holder of Enersis Américas shares or representative who has been so designated in writing. Copies may be obtained by requesting them in writing from Enersis Américas at the address provided in the section titled “Incorporation of Certain Information by Reference” of this joint information statement/prospectus.

Other

Mr. D’Agliano will receive a fee of approximately US$ 218,884 in connection with the delivery of the report. No portion of the fees payable to Mr. D’Agliano are contingent on the consummation of the merger. Enersis Américas has also agreed to reimburse Mr. D’Agliano reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Mr. D’Agliano against certain expenses and liabilities, including liabilities under the securities laws.

Except in connection with the report, Mr. D’Agliano or his affiliates did not provide any services to Enersis Américas or any of its associated or affiliated entities during the past two years.

Summary of Preliminary Referential Report of Prior Independent Appraiser of Enersis (Rafael Malla)

(This summary presents decimal designations in Chilean format so that the associated exhibits to the Schedule 13E-3 are in conformity.)

On September 15, 2015, the Board of Directors of Enersis S.A. (hereinafter “Enersis”) designated Rafael Malla as an independent appraiser (perito independiente) as required under Chilean law. Specifically, Mr. Malla was engaged to provide a preliminary referential report as to the estimated value and the estimated merger exchange ratio ranges of the merging companies in accordance with the Official Circular Number 15.443 promulgated by the Chilean Superintendency of Securities and Insurance.

Mr. Malla is a Partner at Deloitte Advisory Ltda. (“Deloitte Advisory”) and in appointing him, the Board of Directors of Enersis considered his experience as well as the fact that he holds a bachelor’s degree in Finance from the Universidad Mariano Egaña and an M.B.A. from the Universidad Adolfo Ibáñez.

On October 30, 2015, Mr. Malla delivered his report to the Board of Directors of Enersis that set forth:

 

    the proposed merger exchange ratio ranges in connection with the merger, based on an economic valuation of the equity of Enersis Américas, Endesa Américas and Chilectra Américas prepared by Deloitte Advisory as of June 30, 2015.

 

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Conclusion of Rafael Malla

Mr. Malla reported the following preliminary estimates of the merger exchange ratio ranges in connection with the merger:

 

     Endesa Américas    Chilectra Américas

Determined by the Independent Appraiser

   2,3 – 2,8 Shares    4,1 – 5,4 Shares

These preliminary estimates of the merger exchange ratio ranges were prepared based on Deloitte Advisory Limitada’s preliminary estimates of the value of the merging companies both before and after the merger, which were as follows:

 

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The full text of these conclusions and Mr. Malla’s preliminary referential report dated October 30, 2015 has been filed as an exhibit (Exhibit (c)(10)(A)) to the Schedule 13E-3. The preliminary referential report outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Mr. Malla in rendering his preliminary referential report. The description of Mr. Malla’s preliminary referential report contained herein is qualified in its entirety by reference to the full text of the report. Holders of Enersis shares are urged to read the preliminary referential report carefully in connection with their consideration of the proposed transaction.

Mr. Malla’s conclusions speak only as of the date of his preliminary referential report, which was prepared for the exclusive use and knowledge of the management, the Board of Directors and shareholders of Enersis. Therefore, the preliminary referential report should not be used for any other purpose without his knowledge. It does not address the underlying business decision of Enersis to engage in the reorganization or any other aspect of the transaction and is not a recommendation to any holder of Enersis shares as to how such holder of Enersis shares should vote at the special meeting with respect to the merger or any other matter.

The Board of Directors of Enersis determined the merger exchange ratios for the merger. Mr. Malla’s analysis provided an independent estimation of the merger exchange ratios ranges for the Board of Directors’ reference as required under Chilean law.

Methodology and information utilized by Rafael Malla

In rendering the preliminary referential report and the conclusions contained therein, Mr. Malla relied upon:

 

  (a) General information provided by Management regarding the structure of the Proposed Transaction;

 

  (b) the economic valuation of Enersis Américas, Endesa Américas and Chilectra Américas’ equity prepared by Deloitte Advisory, which is an addendum to the preliminary referential report, detailed in the “Valuation Memorandum: Estimated values as of June 30, 2015 of the entities to be merged: Endesa Américas, Chilectra Américas and Enersis Américas;”

 

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  (c) Information provided by Management, based on the number of shares of the company Enersis Americas (“Absorbing Company”), and the number of shares of the companies Endesa Americas and Chilectra Americas (“Absorbed Companies”); and

 

  (d) Relevant hypothesis about the Reorganization, provided by the Administration; (i) a net financial debt position (corresponding to the current and non-current financial debt net of cash and cash equivalents) of Enersis Americas in the amount of CLP$ -585.427 million; and (ii) a net financial debt position (corresponding to the current and non-current financial debt net of cash and cash equivalents) of Endesa Americas in the amount of CLP$ -20.086 million; (ii) a net financial debt position (corresponding to the current and non-current financial debt net of cash and cash equivalents) of Chilectra Americas in the amount of CLP$ -5.650 million.

Estimated Economic Valuation by Deloitte Advisory Limitada

As discussed above, Mr. Malla reviewed Deloitte Advisory calculation of the estimated economic valuation of Enersis Américas, Endesa Américas and Chilectra Américas’ equity. In preparing the economic valuations, Deloitte Advisory reviewed and considered, among other things, information provided by Enersis, which consisted of historical financial information, macroeconomic assumptions, the 2015 budget, investment estimates, business plans and financial projections for each business, information on new generation plants, termination and concession renewals, generation capacity, the volume of energy sold, and tariffs. Deloitte Advisory also received presentations from the management of Enersis, Endesa Chile and Chilectra on their financial projections, investment estimates, and tax implications. Management also responded to queries and requests for additional information.

The tables below present a summary of the economic valuations of the equity of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2015 in CLP and USD using the Observed Exchange Rate of Ch$ 634,58 per U.S. dollar as of June 30, 2015). The valuations consider their corresponding investments in generation, transmission, and distribution operations in Argentina, Brazil, Colombia, and Peru.

 

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Notes:

 

(1) Low-High valuation range obtained through sensitivity analysis of the discount rate (WACC), and perpetuity growth rate (where applicable).
(2) Reference exchange rate (June 30, 2015): CLP/USD 634,58 (Source: Banco Central de Chile)

Deloitte Advisory economic valuation is based on the financial projections provided by the management of Enersis, Endesa Chile and Chilectra, prepared on information generated from internal operating models, to which Deloitte Advisory did not have access. However, Deloitte Advisory did have access to management’s technical teams and was able to analyze these financial projections. In performing its reviews and analyses and in

 

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rendering its economic valuations, Deloitte Advisory relied on the integrity, accuracy, and complete presentation of all financial information, data, advice, reports, or representations obtained from public sources, the Board of Directors and management of Enersis, as well as other representative parties. Deloitte Advisory further prepared its findings based on current economic conditions, financials, and the existing business in general as of the date of the preliminary referential report. Moreover, Deloitte Advisory’s estimated economic valuation:

 

    must be considered as a whole by the reader as selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses could create an incomplete view of the evaluation process underlying its valuation;

 

    is based on the transaction alone and not on any subsequent activities to the transaction;

 

    is limited to a financial perspective of the transaction and not the strategic aspects of the transaction;

 

    does not provide a report for selecting the best possible option for the transaction;

 

    represents the impartial report of an appraiser and not a statement of facts;

 

    has been prepared for the Board of Directors of Enersis as a factor, among others, that it will consider when determining whether the transaction is in the best interest of Enersis;

 

    should not be interpreted as a recommendation to the management, the Directors’ Committee, or the Board of Directors of Enersis, as to how to vote, or whether to proceed with the transaction;

 

    does not constitute a calculation, estimation or comprehensive valuation of Enersis Américas, Endesa Américas, and Chilectra Américas or their shares.

 

    along with anything else in the presentation, should not be construed as a legal interpretation, a report on any contract or document, or a recommendation for investing or not investing. The persons who prepared the economic valuation utilized their best comprehension and knowledge and acted independently and objectively.

Methodologies Utilized by Deloitte Advisory

DCF Method

Deloitte Advisory’s estimated economic valuations are based on the sum of the parts using the corresponding investments in generation, transmission, and distribution operations currently existing in Peru, Colombia, Brazil, and Argentina under the Discounted Cash Flow model (the “DCF method”). Specifically, the DCF method considered:

 

    Financial Projections (including projected income statement, balance sheet, working capital and CAPEX) for the period 2015-2020;

 

    Presentations of management expectations for the different markets of the group;

 

    Details of projected revenues (including Generation and/or sale of energy, projected prices, etc.);

 

    Financial statements as of June 30, 2015 in excel format;

 

    Pro-forma balance sheets of the entities as of September 30, 2015;

 

    Net financial debt (pro forma) of the entities as of June 30, 2015; and net financial debt of its subsidiaries as of June 30, 2015;

 

    Each relevant country’s gross domestic product, inflation, exchange rate, and commodity prices as obtained from various external sources;

 

    Periods that run concurrently with existing concession periods, the operating capacity of each plant, and the type of business in each market;

 

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    Defined period for those concessions that will be terminated and not renewed and the recovery of the residual asset values in those concessions that include this compensation clause; and

 

    Only those projects that are currently under development or approved for development during the projection period.

The table below sets forth the estimated values for Enersis Américas, Endesa Américas and Chilectra Américas under the DCF method.

 

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Market Multiples Method

In addition to the DCF method, multiples of market prices of similar companies in the same sector and listed on stock exchanges were selected as a basis for comparison to the results of the DCF method. This analysis aims to assess the reasonableness of the result of the valuation by Discounted Cash Flow (DCF) through the implied valuation multiples based on Business Enterprise Value (hereinafter “BEV”) and Earnings before interest, taxes, depreciation and amortization (hereinafter “EBITDA”), BEV/EBITDA 2015E, which was compared to the market multiple of comparable companies. For purposes of this analysis, the following types of public companies were considered:

 

    Power generators and distributors in emerging markets (Latin America).

 

    Power generators and distributors in developed markets (USA).

 

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The graphs below show the comparison of the results of the DCF and market multiples:

 

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Market Capitalization

The results of the DCF method were further compared to the equity market capitalizations of Enersis Américas, Endesa Chile, Chilectra and their listed subsidiaries such as Edegel, Edelnor, Piura, Coelce and Ampla.

Preliminary Presentations by Rafael Malla

In addition to the October 30, 2015 preliminary referential report, Mr. Malla provided to the Board of Directors a presentation as of the same date summarizing such preliminary referential report.

The full text of this presentation dated October 30, 2015 has been filed as an exhibit (Exhibit (c)(10)(B)) to the Schedule 13E-3.

Copies of the October 30, 2015 preliminary referential report and the October 30, 2015 presentation mentioned above have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the merger and will be made available for inspection and copying at the principal offices of Enersis Américas during its regular business hours by an interested holder of Enersis Amerícas shares or representative who has been so designated in writing. A copy of the October 30, 2015 preliminary referential report is also available on the Enersis Amerícas website. Copies may be obtained by requesting them in writing from Enersis Américas at the address provided in the section titled “Incorporation of Certain Information by Reference” of this joint information statement.

Other

The total fees paid to Mr. Malla and Deloitte Advisory Limitada in connection with the delivery of the preliminary referential report with respect to the merger amount to approximately US$ 415 thousand.

No portion of such fees was contingent on the consummation of the Reorganization. Enersis S.A. also reimbursed reasonable out-of-pocket expenses in connection with its engagement and agreed to indemnify Mr. Malla and Deloitte Advisory Limitada against certain expenses and liabilities, including liabilities under the securities laws.

During the past two years, Deloitte Advisory provided the following advisory services to Enersis and its associated or affiliated entities: (i) in 2014, Deloitte Auditores y Consultores Limitada (an affiliate) was engaged as advisor to prepare a sustainability report to Enersis S.A.; (ii) in 2015, Deloitte Advisory Limitada was engaged as advisor to develop a model of social compensation to Enel Green Power; (iii) in 2015, Deloitte Advisory Limitada was engaged as an independent appraiser with respect to a Purchase Price Allocation for the Acquisition of Gas Atacama. The fees paid to Deloitte Advisory Limitada in connection with the foregoing activities were not, in the aggregate, financially material to Deloitte Advisory Limitada and its affiliates.

 

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Summary of Report of Independent Valuator of Enersis Américas (Itaú Argentina)

On May 27, 2016, the Board of Directors of Enersis Américas engaged Banco Itaú Argentina S.A. (“Itaú Argentina”) as an independent valuator to evaluate the merger as a related party transaction under Chilean law and provide a report in accordance with Article 147 of the Chilean Companies Act, which requires that a merger be beneficial to the corporate interest of the company participating in the transaction. Itaú Argentina was chosen by the Board as the independent valuator based on the fact that Itaú Argentina is a global investment bank with a strong track record of valuations and energy transactions throughout the world and knowledge of the energy industry.

Itaú Argentina acted as independent valuator to the Board of Enersis Américas in connection with the proposed merger. At the August 5, 2016 meeting of the Board, Itaú Argentina delivered its report, that, based upon and subject to the factors and assumptions, matters considered and limits of review set forth in its written report, as of August 5, 2016, the merger is beneficial to the corporate interest of Enersis Américas and that the merger conditions are consistent with the market as of such date. Itaú Argentina’s complete report is attached as Annex I to this joint information statement/prospectus. The report outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Itaú Argentina in rendering its report. The description of the report set forth below is qualified in its entirety by reference to the full text of the report. Holders of Enersis Américas shares are urged to read the entire report carefully in connection with their consideration of the proposed merger.

In rendering its report, Itaú Argentina performed a variety of financial analyses. The summary below is not a complete description of the analyses underlying Itaú Argentina’s report or the presentation made by Itaú Argentina to the Board of Enersis Américas, but is a summary of all material analyses performed and presented by Itaú Argentina. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a report is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description and must be considered as a whole, and selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its report. Additionally, no company included in Itaú Argentina’s comparative analyses described below is identical to Enersis Américas and no transaction is identical to the proposed merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Enersis Américas and the companies to which it is being compared. In arriving at its report, Itaú Argentina did not attribute any particular weight to any analysis or factor that it considered. Rather, Itaú Argentina made its determination in respect of the proposed merger in accordance with the requirements of Article 147 of the Chilean Companies Act on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

Itaú Argentina prepared its report to the Board of Enersis Américas in accordance with the requirements of Article 147 of the Chilean Companies Act and such report does not address the fairness, from a financial point of view, of the proposed merger and cannot be construed as a fairness opinion as such term is typically understood in the United States.

Itaú Argentina’s report speaks only as of the date of the report and was directed to the Board.

 

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In connection with rendering its report on August 5, 2016, Itaú Argentina reviewed and considered, among other things:

 

    Financial and operating information, including historical financial statements for Enersis Américas, Endesa Américas and Chilectra Américas;

 

    Presentations made by the management of Enersis Américas, Endesa Américas, Chilectra Américas and operating assets regarding the current landscape in the different geographies and business lines;

 

    Internal financial analysis and forecast (business plans) for the entities under consideration prepared by Enersis Américas, Endesa Américas, Chilectra Américas and approved for its use by the respective Boards of Directors;

 

    Legal information and analysis related to the outstanding net debt of the entities under consideration, the allocation in the context of the proposed merger transaction, and information on intercompany loans;

 

    Other information including regulatory models for selected generation and distribution assets and selected analysts research reports;

 

    Management presentations with members of senior management of Enersis Américas, Endesa Américas and Chilectra Américas, regarding their assessment of the past and current business operations, financial condition and future prospects of the assets under consideration;

 

    The potential distribution of a Ch$ 120 billion dividend by Chilectra Américas to its shareholders, subject to approval by Chilectra Américas’ shareholders at the extraordinary shareholders’ meeting to vote on the proposed merger; and

 

    A Q&A process with the parties involved in the proposed merger transaction.

In preparing its report, Itaú Argentina used publicly available information, as well as information provided by Enersis Américas, its affiliates, related persons and advisers, none of which has been independently verified by Itaú Argentina. Consequently, Itaú Argentina does not warrant its completeness or accuracy.

Itaú Argentina’s report does not constitute a recommendation to the Board of Enersis Américas with respect to the merger.

Scope of Engagement

In accordance with Article 147 of the Chilean Companies Act, Itaú Argentina was tasked with analyzing the effects and potential impacts of the merger, including whether the merger is beneficial to the corporate interest of Enersis Américas and that the merger conditions are consistent with the market at the time of its approval.

Overall Conclusion and Valuation Results

Itaú Argentina concluded that the proposed merger transaction is beneficial to the corporate interest of Enersis Américas from a strategic perspective because it will streamline the decision-making process, have a positive effect on the equity story and potentially reduce the “holding company” discount, increase liquidity, increase research coverage, have a limited impact on investor base and likely have no impact on credit ratings.

Itaú Argentina has concluded that merger exchange ratios would need to fall into the following ranges in order to be beneficial to the corporate interest of Enersis Américas:

 

    2.04-2.82 shares of Enersis Américas for each share of Endesa Américas; and

 

    2.98-4.31 shares of Enersis Américas for each share of Chilectra Américas.

 

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The table below summarizes Itaú Argentina’s analysis of the merger exchange ratios based on different valuation methodologies.

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Source: Enersis Américas, EOC Américas and Chilectra Américas information and Itaú BBA

Note: Amount of the planned dividend is CLP120,000 mm (US$184 mm at a 650.84 CLP/USD exchange ratio, based on the closing price of July 21st, 2016)

Because the proposed merger exchange ratios are within the ranges above, Itaú Argentina stated in its report that the merger is beneficial to the corporate interest of Enersis Américas.

Notwithstanding Itaú Argentina’s analysis, the Board of Enersis Américas has made the final determination of the merger exchange ratios for the transaction.

Methodology

Itaú Argentina first examined the strategic considerations for the merger, including analysis of the impact of a simplified corporate structure, the impact on the potential public valuation, the impact on stock liquidity, and the impact on Enersis Américas’ credit rating. Itaú Argentina then completed a valuation analysis, which individually valued the assets of each of Enersis Américas, Endesa Américas and Chilectra Américas using a discounted cash flow (DCF) analysis, completed a comparable companies trading multiple analysis, and reviewed implied multiples in comparable precedent transactions. Itaú Argentina combined the individual asset valuations using a sum of the parts valuation. Finally, the sum of the parts valuations for each of Enersis Américas, Endesa Américas and Chilectra Américas were used to estimate exchange ratio ranges with respect to Chilectra Américas and Endesa Américas.

Valuation Considerations – Discounted Cash Flow, Transaction & Trading Multiples

To calculate the DCF, Itaú Argentina used operating and financial projections by asset, macroeconomic information, corporate tax rates and regulatory and market assumptions per asset provided by each of Enersis Américas, Endesa Américas and Chilectra Américas. The terminal value calculations were based on adjusted perpetuity cashflows, took into consideration inflation rates and replacement capital expenditure for generation assets and limited projections to the end of a concession term for selected assets. Itaú Argentina also calculated different weighted average cost of capital (WACC) depending on different types of business and countries.

Itaú Argentina used multiples of enterprise value based on last twelve month EBITDA as well as estimated 2016 and 2017 EBITDA to calculate trading and transaction multiples for each individual asset under consideration. Comparable companies and comparable precedent transactions were selected based on country and business segment.

Strategic Considerations

Itaú Argentina analyzed the following strategic considerations:

 

    Simplified corporate structure — by analyzing the impact on decision-making processes, efficiency and centralization of corporate functions;

 

    Potential public valuation impact — by analyzing the equity story and transparency for research analysts and investors and the potential for a reduction in “holding company” discount;

 

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    Impact on stock liquidity — by analyzing the possibility of increasing liquidity and the impact on research coverage and market visibility as well as potential changes to the investor base; and

 

    Impact on credit rating — by analyzing the impact a change in the credit rating could have.

Preliminary Presentations by Itaú Argentina

In addition to the August 5, 2016 report described above, which included financial information as of June 30, 2016, Itaú Argentina also made preliminary written presentations to the Board of Enersis Américas on June 28, 2016 and July 27, 2016, which included financial information as of May 31, 2016 and June 30, 2016, respectively. The preliminary Itaú Argentina presentation consisted of various summary data and analyses that Itaú Argentina utilized in formulating its preliminary perspective on the merger, were for discussion purposes only, and did not present any definitive findings or make any recommendations or constitute its report, or any part of its report, of Itaú Argentina with respect to the advisability of the merger exchange ratios. The only presentation in which Itaú Argentina presented its findings with respect to the advisability of the merger exchange ratios was Itaú Argentina’s August 5, 2016 report described above. The preliminary Itaú Argentina presentations contained substantially similar analyses as described above in connection with the delivery of Itaú Argentina’s final report.

Copies of the June 28, 2016 and July 27, 2016 preliminary presentations have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the merger and will be made available for inspection and copying at the principal offices of Enersis Américas during its regular business hours by any interested holder of Enersis Américas shares or representative who has been so designated in writing. Copies may be obtained by requesting them in writing from Enersis Américas at the address provided in the section titled “Incorporation of Certain Information by Reference” of this joint information statement/prospectus.

Other

Itaú Argentina was engaged by the Board of Enersis Américas on May 27, 2016, as independent valuator to evaluate the merger as a related party transaction under Chilean law and provide a report in accordance with Article 147 of the Chilean Companies Act and will receive a fee of US$ 575,000. No portion of the fees payable to Itaú Argentina is contingent on the consummation of the merger.

During the two years before Itaú Argentina was first contacted about its potential engagement by the Board of Enersis Américas, Itaú Argentina or its affiliated entities provided the following financial advisory services to Enersis Américas or its associated and affiliated entities: (i) in 2014, Itaú Brasil was engaged as financial advisor for Coelce’s tender offer in Brazil; (ii) in 2014, Itaú Chile was engaged as financial advisor for Dock Sud’s capital increase in Argentina; and (iii) in 2015, Itaú Chile was engaged as financial advisor for the Board of Directors of Chilectra for the spin-off by Chilectra of Chilectra Américas. The fees paid to Itaú Argentina or its affiliated entities, as applicable, in connection with the foregoing activities are not, in the aggregate, financially material to Itaú Argentina and its affiliated entities.

Summary of Report of Additional Independent Valuator of Enersis Américas (Credicorp Capital)

Following completion of the Spin-Offs and the judgment by the Santiago Court of Appeals on March 22, 2016 that determined the merger to be a related party transaction under Chilean law, the Directors’ Committee of the Board of Directors of Enersis Américas appointed Credicorp Capital Asesorĺas Financieras S.A., formerly known as IM Trust Asesorĺas Financieras S.A. (“Credicorp Capital”), as an additional independent valuator pursuant to Chilean law. Specifically, Credicorp Capital was engaged to evaluate the merger in the context of the Proposed Transaction (as such term is defined below) as a related party transaction under Chilean law and provide an opinion in accordance with Article 147 of the Chilean Companies Act. Credicorp Capital was appointed by the Directors’ Committee as an independent valuator because it is a regional investment bank with an extensive track record in valuations and energy transactions in Latin America and has a broad knowledge of the energy industry.

 

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Credicorp Capital acted as an additional independent valuator of Enersis Américas in connection with the proposed merger in the context of the Proposed Transaction. At the August 5, 2016 meeting of the Directors’ Committee, Credicorp Capital delivered its final written opinion that the merger, in the context of the Proposed Transaction, is in the best corporate interest of Enersis Américas and that the merger conditions, in the context of the Proposed Transaction, are consistent with the prevailing market conditions as of such date. The full text of Credicorp Capital’s opinion is attached as Annex J to this joint information statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Credicorp Capital in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Enersis Américas shares are urged to read the entire opinion carefully in connection with their consideration of the proposed merger, in the context of the Proposed Transaction.

Credicorp Capital’s opinion speaks only as of the date of the opinion and was directed to the Directors’ Committee of Enersis Américas. Credicorp Capital’s opinion is meant to help the Directors Committee and the Board of Directors of Enersis Américas carry out its own evaluation of the merger. The Board of Enersis Américas has carried out its own analysis and has determined the merger exchange ratios for the merger.

In connection with rendering its opinion on August 5, 2016, Credicorp Capital reviewed and considered, among other things:

 

    Presentations made to the Board of Directors by the management of Enersis Américas in connection with the merger and the tender offer (the “Proposed Transaction”);

 

    Presentations made by the management of Enersis Américas with respect to the operations of the different affiliates across the various markets;

 

    Historical financial statements of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016;

 

    Projected financials prepared by the management of Enersis Américas for 2016-2020 for each of the companies involved in the merger, based on the business plan for each asset and the market conditions in the respective countries;

 

    Information and estimates in connection with the Proposed Transaction;

 

    Meetings with the management and technical teams of Enersis Américas;

 

    Public information available in the market including financial information, market services and analyst reports; and

 

    The potential distribution of a Ch$ 120 billion dividend by Chilectra Américas to its shareholders, subject to approval by Chilectra Américas’ shareholders at the extraordinary shareholders’ meeting to vote on the proposed merger.

In performing its reviews and analyses and in rendering its opinion, Credicorp Capital relied exclusively on the information provided by Enersis Américas and made numerous assumptions. Credicorp Capital did not undertake an independent verification of the truthfulness, accuracy or completeness of any of the information it was provided. The conclusions included in the opinion are Credicorp Capital’s views and opinions with respect to the Proposed Transaction as of the date of its opinion. The conclusions in the opinion are based on assumptions and information available to Credicorp Capital as of the date of its opinion, which may have changed, or may change, after such date.

Scope of Engagement

Credicorp Capital was tasked with analyzing the effects and potential impacts of the Proposed Transaction for Enersis Américas, including whether the merger, in the context of the Proposed Transaction, is in the best corporate interest of Enersis Américas and whether the merger conditions, in the context of the Proposed Transaction, are consistent with prevailing market conditions.

 

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Overall Conclusion and Valuation Results

Credicorp Capital determined that the proposed merger exchange ratios provide an implicit cost for Enersis Américas of US$ 145 million, equivalent to 1.67% of the market capitalization of Enersis Américas. This determination was based on the mid-point of Credicorp Capital’s exchange ratios estimate, which were 2.55 shares of Enersis Américas for each Endesa Américas share and 3.67 shares of Enersis Américas for each Chilectra Américas share.

Credicorp Capital also concluded that the Proposed Transaction has the potential to generate economic benefits for Enersis Américas of US$ 178 million, which reflects the mid-point of Credicorp Capital’s estimate. These potential benefits include synergies in operating expenses, tax impacts, potential holding discount savings, and potential savings in Enersis Américas’ structural indebtedness costs.

Based on the above, Credicorp Capital estimated a potential net benefit for Enersis Américas of US$ 33 million (equivalent to 0.37% of Enersis Américas’ market capitalization).

In addition, Credicorp Capital concluded that the Proposed Transaction could generate potential benefits from a strategic and managerial standpoint. The Proposed Transaction eliminates cross-shareholding participations among Enersis Américas, Endesa Américas and Chilectra Américas allowing for alignment of interests in the operative subsidiaries, greater cost and time efficiency in the decision-making process, direct access to cash flows and a reduction of minority interests at Enersis Américas.

Finally, Credicorp Capital noted that the market seems to validate for the proposed conditions of the Proposed Transaction based on the fact that, with reasonable liquidity, (i) the stock prices of Enersis Américas and Endesa Américas have been trading at an implicit exchange ratio above the exchange ratio of Enersis Américas shares for Endesa Américas shares based on the tender offer price and below the proposed Endesa Américas merger exchange ratio; and (ii) the stock price of Endesa Américas has been trading above the Endesa Américas share price proposed in the tender offer.

Based on the foregoing, Credicorp Capital concluded that the merger, in the context of the Proposed Transaction, is in the best corporate interest of Enersis Américas and that the merger conditions, in the context of the Proposed Transaction, are consistent with the prevailing market conditions as of the date of Credicorp Capital’s opinion.

Methodology

Credicorp Capital first valued each of Enersis Américas, Endesa Américas and Chilectra Américas using both discounted cash flow (“DCF”) analysis, and multiples and share prices analysis. Based on these valuations, Credicorp Capital estimated a fair value for the merger exchange ratios of Enersis Américas shares for shares of Endesa Américas and Chilectra Américas. Next, Credicorp Capital compared the cost of the merger based on Credicorp Capital’s calculated merger exchange ratios against the increased value that the Proposed Transaction’s exchange ratios would provide to Enersis Américas and analyzed the resulting figure’s impact on Enersis Américas.

Credicorp Capital then analyzed the factors of the Proposed Transaction that could have other potential impacts on the value of Enersis Américas. These included cash flow factors such as potential savings and synergies at the holding level of Enersis Américas and tax impacts, as well as market factors such as potential holding discount savings, the effect on stock market liquidity and the effect on Enersis Américas’ structural indebtedness costs. Finally, Credicorp Capital considered whether the Proposed Transaction made strategic sense for Enersis Américas.

Discounted Cash Flow (DCF)

Credicorp Capital valued the DCF for each of the companies involved in the merger by using base projections provided by Enersis Américas in June 2016, which considered exchange rates, inflation and GDP

 

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growth, as well as the macroeconomic situation in each relevant country. Credicorp Capital then developed discount rate and weighted average cost of capital (WACC) criteria according to actual market conditions. For purposes of calculating the terminal value of each asset, Credicorp Capital used an enterprise value/EBITDA multiple, considering the terminal EBITDA estimated for the year 2021. The only exception was for assets at the end of a concession period or useful life in which case the flows were discounted to the end of the concession period or useful life. Credicorp Capital used a sum of the parts methodology to calculate DCF for each asset of Enersis Américas, Endesa Américas and Chilectra Américas.

The table below sets forth the valuation ranges for Enersis Américas, Endesa Américas and Chilectra Américas under the DCF analysis.

 

 

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Multiples

Credicorp Capital used multiples of comparable public companies in the market based on type of business and country, or, for public companies with relevant liquidity, based on market capitalization, to value each of the assets of Enersis Américas, Endesa Américas and Chilectra Américas. Credicorp Capital used a sum of the parts methodology for each of Enersis Américas, Endesa Américas and Chilectra Américas.

The table below sets forth the valuation ranges for Enersis Américas, Endesa Américas and Chilectra Américas under the multiples analysis.

 

 

 

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Share Price Determination

As set forth in the table below, Credicorp Capital used the results from its DCF and multiples’ sum of the parts valuations to determine a share price based on the average results of those two methodologies and Enersis Américas market discount.

 

 

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Proposed Merger Exchange Ratios

Based on the DCF and multiples’ valuations, Credicorp Capital set out its proposed fair merger exchange ratios. These proposed merger exchange ratios were adjusted to incorporate the economic compensation, agreed by Enersis Américas, Endesa Américas and Chilectra Américas when the Spin-Offs were approved, relating to Enersis Américas paying (through the merger exchange ratios) for its pro-rata share of the tax costs incurred by Endesa Chile and Chilectra Chile as a result of the Spin-Offs.

The tables below set the proposed merger exchange ratios and ranges for each of Endesa Américas and Chilectra Américas.

 

 

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(1) Tax compensations of USD 149 million, amount that EOC Chile and Chilectra Chile incurred as tax expenses during the first phase of the Proposed Transaction. The parties have agreed that this compensation shall be included in the exchange ratios and the amount shall be evenly distributed among the parties based on the participations of ENIA, EOCA and CHIA in ENIA post Merger
(2) Regarding the exchange ratio of ENIA shares for CHIA shares, as informed by the Company’s management, an adjustment to the exchange ratio from 5.0 to 4.0 will be submitted for consideration of ENIA’s Board of Directors on August 5, 2016. Such adjustment is in accordance with the potential distribution of CLP 120 billion dividend by CHIA to its shareholders, which is subject to approval by CHIA’s shareholders at the extraordinary shareholders’ meeting to vote on the Merger

Economic Impact of the Proposed Merger Exchange Ratios

Credicorp Capital calculated the expected costs of the proposed merger exchange ratios and concluded that if all of the minority shareholders of each of Endesa Américas and Chilectra Américas were to participate in the merger, the Proposed Transaction would have an implicit cost to Enersis Américas of US$ 145 million, which is equivalent to 1.67% of Enersis Américas’ market capitalization.

Potential Benefits of the Proposed Transaction

Credicorp Capital determined that the Proposed Transaction could result in positive cash flow and market benefits for Enersis Américas, including (i) potential synergies resulting in efficiencies and savings for years to come (estimated net present value for Enersis Américas of US$ 48 million); (ii) tax impacts as a result of the Proposed Transaction (estimated net present cost for Enersis Américas of US$ 17 million); (iii) the potential for a holding discount savings between 0% and 10% of Enersis Américas’ equity interest in Endesa Américas (value of US$ 0 to US$ 218 million); (iv) a positive effect on Enersis Américas’ stock liquidity (although this was not expected to have a significant effect on the value of Enersis Américas); and (v) a positive effect on Enersis Américas’ risk profile, potentially reducing Enersis Américas’ structural indebtedness costs (value of US$ 0 to US$ 76 million). The result of the analysis was potential market and cash flow benefits for Enersis Américas (in the mid-point of the estimations) of US$ 178 million (2.04% of Enersis Américas’ market capitalization).

Potential Strategic and Management Benefits

Credicorp Capital also concluded that there would be benefits from aligning the interests of affiliated companies, increasing efficiency in the decision-making process, having direct access to cash flows owed and reducing minority interests at Enersis Américas.

Preliminary Presentations by Credicorp Capital

In addition to the August 5, 2016 opinion described above, Credicorp Capital also provided preliminary written presentations to the Directors’ Committee on July 27, 2016 and June 28, 2016. The preliminary written presentation delivered on July 27, 2016 contained information and analysis regarding the Proposed Transaction that is substantially identical to the information contained in the final opinion dated August 5, 2016, except for the fact that the July 27, 2016 preliminary written presentation considered (i) a proposed Chilectra Américas merger exchange ratio of 5.0 instead of 4.0; and (ii) a withdrawal right limit for the shareholders of Endesa Américas of up to 7.72% of Endesa Américas shares instead of up to 10.00% of Endesa Américas shares.

The preliminary written presentation dated June 28, 2016 contained information and analysis regarding the Proposed Transaction that are substantially similar to the information contained in the preliminary written presentation dated July 27, 2016. The main differences were that the preliminary written presentation dated June 28, 2016 used financial information as of May 31, 2016 instead of June 30, 2016, the market information used was as of June 21, 2016 instead of July 20, 2016, a potential dividend payment of Ch$ 120 billion Chilean pesos from Chilectra Américas was not considered and the potential synergies and tax impacts for Enersis Américas as a result of the Proposed Transaction included information that was made available as of June 28, 2016.

 

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Separately, in connection with obtaining the shareholder approvals of the Spin-Offs and pursuant to the requirements under the July 2015 SVS Letters, Credicorp Capital was designated as a financial advisor to the Directors’ Committee of Enersis Américas on August 25, 2015 to deliver a written presentation in accordance with Article 147 of the Chilean Companies Act as if it were an independent valuator in the context of a related party transaction under Chilean law. As a financial advisor to the Directors’ Committee, Credicorp Capital provided a final written presentation dated November 2, 2015 and preliminary written presentations on the following dates:

 

    September 8, 2015

 

    October 13, 2015

 

    October 23, 2015

 

    October 27, 2015

The preliminary written presentation dated September 8, 2015 provided then-current market and structural information on Enersis Américas, an initial discussion of the proposed transactions, and preliminary views on the valuation methodology and the impact of the proposed Reorganization transactions on Enersis Américas.

The preliminary written presentation dated October 13, 2015, October 23, 2015, October 27, 2015 and November 2, 2015 expanded on the September 8, 2015 presentation, providing a more detailed analysis and preliminary views on the proposed Reorganization transactions as a whole.

The final written presentation dated November 2, 2015 contained information as to whether the proposed Reorganization transactions as a whole, including the merger, was in the best interest of Enersis Américas and whether the economic terms of the merger were consistent with the prevailing market conditions as of such date. The written presentation dated November 2, 2015 used pro forma financial information as of June 30, 2015 and did not review the tender offer, as the decision to conduct the tender offer had not yet been made as of such date.

Copies of the September 8, 2015, October 13, 2015, October 23, 2015, October 27, 2015, November 2, 2015, June 28, 2016 and July 27, 2016 written presentations have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the merger and will be made available for inspection and copying at the principal offices of Enersis Américas during its regular business hours by any interested holder of Enersis Américas shares or representative who has been so designated in writing. Copies may be obtained by requesting them in writing from Enersis Américas at the address provided in the section titled “Incorporation of Certain Information by Reference” of this joint information statement/prospectus.

Other

Credicorp Capital was paid a fee of approximately US$ 860,000 in connection with Credicorp Capital’s role as financial advisor to the Directors’ Committee of Enersis Américas (in connection with Credicorp Capital’s engagement on August 25, 2015), and approximately US$ 597,000 will be paid in connection with the final opinion dated August 5, 2016 with respect to the merger. No portion of the fees payable to Credicorp Capital is contingent on the consummation of the merger. Enersis Américas has also agreed to reimburse Credicorp Capital reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Credicorp Capital and its affiliates against certain expenses and liabilities.

Credicorp Capital and its affiliated entities provided the following financial advisory service to Enersis Américas or one of its associated or affiliated entities during the past two years: Credicorp Capital was engaged in 2014 as an independent valuator for Central Dock Sud S.A.’s capital increase in Argentina. The fees paid to Credicorp Capital or its affiliated entities, as applicable, in connection with the foregoing activity was not, in the aggregate, financially material to Credicorp Capital and its affiliated entities.

 

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Projections Summary

The respective managements of Enersis Américas, Endesa Américas and Chilectra Américas furnished the independent appraisers, independent valuators, and international financial advisors projections for the five-year period 2016 – 2020 assuming completion of the Spin-Offs. Neither Enersis Américas, Endesa Américas nor Chilectra Américas publicly disclose management projections of the type provided to the independent appraisers, independent valuators, and international financial advisors in connection with their calculations of the estimated exchange ratios, and such projections were not prepared with a view toward public disclosure. Those projections were based on market and macroeconomic variables that are inherently uncertain and are beyond the control management, including:

 

    Exchange rate differences, inflation, and GDP growth;

 

    Commodity prices, including Brent Oil, Henry Hub Gas, Coal API2, and WTI prices; and

 

    Market conditions in the countries where the companies and their subsidiaries operate, such as hydrological conditions and the increase in electricity demand.

Below is a summary of the material financial projections provided to the independent appraisers, independent valuators, and international financial advisors with respect to Enersis Américas, Endesa Américas and Chilectra Américas.

Enersis Américas consolidated

 

     2016     2017     2018     2019     2020  
     In thousands of Ch$  

Total Revenues

     5,123,169,717        5,772,430,031        6,401,649,793        7,135,647,751        7,534,109,094   

EBITDA

     1,668,514,349        1,809,682,522        2,002,500,403        2,182,674,976        2,198,916,223   

Operating Income

     1,322,015,646        1,444,483,020        1,619,075,915        1,777,709,044        1,790,995,266   

Net Income

     659,772,153        763,107,472        879,214,004        1,023,898,125        1,013,493,396   

Capex

     (876,296,514     (733,985,786     (705,503,146     (780,306,009     (770,321,033

Endesa Américas consolidated

 

                                                                                                                       
     2016     2017     2018     2019     2020  
     In thousands of Ch$  

Total Revenues

     1,365,020,116        1,356,132,710        1,515,066,048        1,552,573,010        1,515,111,686   

EBITDA

     705,935,915        717,945,587        791,524,471        844,363,493        823,974,970   

Operating Income

     598,723,849        600,290,517        671,419,515        721,951,654        698,579,581   

Net Income

     378,841,276        358,998,480        429,390,217        507,540,208        485,349,464   

Capex

     (151,396,783     (117,051,590     (116,101,836     (77,409,710     (115,561,739

Chilectra Américas consolidated

 

                                                                                                                       
     2016     2017     2018     2019     2020  
     In thousands of Ch$  

Total Revenues(1)

     —          —          —          —          —     

EBITDA

     (2,603,994     (1,534,646     (1,605,646     (1,674,684     (1,762,291

Operating Income

     (2,603,994     (1,534,646     (1,605,646     (1,674,684     (1,762,291

Net Income

     27,633,068        55,275,563        71,771,352        93,448,861        98,183,226   

Capex(1)

     —          —          —          —          —     

 

(1) Chilectra Américas is a holding company with no operations. Chilectra Américas has only one non-operating subsidiary and as a result, on a consolidated basis, Chilectra Américas does not have any revenues or capital expenditure expenses.

 

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Additionally, the projections were based on a number of business assumptions with regards to regulation, volumes and prices of energy sales and purchases, operating cost, capital expenditures and future divestitures, which represent the management’s best estimates.

The following table sets forth the main variables that were used to prepare the projections:

 

GDP

          2016      2017      2018      2019      2020  

Argentina

        (0.9)%         1.8%         2.3%         2.9%         3.0%   

Brazil

        (3.6)%         0.2%         1.6%         2.0%         2.3%   

Colombia

        2.6%         2.9%         3.1%         3.1%         3.3%   

Peru

        3.7%         4.1%         4.0%         4.1%         4.3%   
                 

CPI

          2016      2017      2018      2019      2020  

Argentina

        31.5%         23.0%         20.0%         17.0%         14.0%   

Brazil

        7.5%         6.1%         5.7%         5.5%         5.0%   

Colombia

        7.1%         4.8%         4.0%         4.0%         3.8%   

Peru

        3.7%         3.2%         2.9%         2.7%         2.6%   
                 

Electricity demand

          2016      2017      2018      2019      2020  

Argentina

        2.3%         2.4%         2.9%         3.3%         3.4%   

Brazil

        (2.8)%         (0.6)%         1.7%         2.2%         2.5%   

Colombia

        2.8%         2.9%         2.9%         3.0%         3.1%   

Peru

        9.5%         4.1%         4.4%         4.6%         4.3%   
                 

FX

          2016      2017      2018      2019      2020  

Argentina

     AR$/US$         15.6         16.3         16.9         17.3         19.3   

Brazil

     R$/US$         3.9         4.0         4.0         3.9         3.9   

Colombia

     CPs/US$         3,136         3,154         3,185         3,226         3,276   

Peru

     Soles/US$         3.5         3.7         3.5         3.5         3.4   
                 

Commodities

          2016      2017      2018      2019      2020  

Brent

     US$/bbl         46.8         42.8         48.0         52.5         58.0   

WTI

     US$/bbl         45.0         42.1         46.2         50.4         55.7   

Henry Hub Gas

     US$/MBtu         2.3         2.6         2.8         3.1         3.3   

Coal API2

     US$/t         46.1         44.5         45.5         48.5         51.5   

The market and business assumptions and macroeconomic variables might change depending on the electricity market conditions, such as hydrology, regulation, among others, and the volatility of international markets, which are beyond management’s control. Therefore, actual results may vary significantly from those set forth in the projections.

Interests of Certain Persons

The Board of Directors of Enersis Américas unanimously determined that Messrs. Francisco de Borja Acha B., José Antonio Vargas L., Livio Gallo, Enrico Viale, Hernán Somerville S. (member of the Directors’ Committee), and Patricio Gómez S. (member of the Directors’ Committee), each a director of Enersis Américas elected by Enel as the controlling shareholder, have an interest in the merger under Article 147 of the Chilean Companies Act, based on the interpretation of the SVS and the judgment by the Santiago Court of Appeals delivered on March 22, 2016. The Board further determined that Mr. Luca D’Agnese, the Chief Executive Officer, also has an interest in the merger under Article 147 of the Chilean Companies Act based on his role as Chairman of the Board and CEO of Enel Latinoamérica, S.A., a 40.3% shareholder of Enersis Américas and an indirect wholly owned subsidiary of Enel, and as a member of the Board of Directors of Enel Iberoamérica, a

 

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20.3% shareholder of Enersis Américas and a wholly owned subsidiary of Enel and direct parent company of Enel Latinoamérica. Further, the Board determined that Mr. D’Agnese should abstain from any negotiations that could conflict with the merger.

The Board of Directors of Endesa Américas also unanimously determined that Rafael Fauquié B., Vittorio Vagliasindi, Francesco Buresti, Umberto Magrini, Luca Noviello, Mauro Di Carlo and Loreto Silva R. (member of the Directors’ Committee), each a director of the company, have an interest in the Merger under Article 147 of the Chilean Companies Act, based on the interpretations of the SVS and the judgment by the Santiago Court of Appeals delivered on March 22, 2016.

Description of the Enel Filing Persons and Endesa Américas

The term Enel Filing Persons as used in this joint information statement/prospectus, refers to Enel, an Italian societá per azione, Enel Iberoamérica, S.R.L., a Spanish sociedad de responsibilidad limitada, Enel Latinoamérica S.A., a Spanish sociedad anonima, and Enersis Américas. Enel Iberoamérica is wholly-owned by Enel and Enel Latinoamérica is wholly-owned by Enel Iberoamérica. Enel Latinoamérica directly holds a 40.3% interest in Enersis Américas. Enel Iberoamérica, through its ownership of Enel Latinoamérica as well as its directly held interest in Enersis Américas of 20.3%, ultimately holds a 60.6% interest in Enersis Américas. Enel, as the ultimate parent of Enel Iberoamérica and Enel Latinoamérica also holds a 60.6% interest in Enersis Américas. Enersis Américas, in turn, currently holds a 59.98% interest in Endesa Américas.

The principal business of Enel is the integrated production, distribution, and sale of electricity and gas in 32 countries across 4 continents. Enel Iberoamérica is a holding company holding the Iberian and Latin American electricity and gas businesses of the Enel group of companies. Enel Latinoamérica is a holding company holding the Latin American electricity and gas businesses of the Enel group of companies, including Enersis Américas. See also “Information About Enersis Américas.” The principal business of Endesa Américas is the generation of electricity in Argentina, Brazil, Colombia and Peru. See also “Information About Endesa Américas.”

The businesses addresses of each of the members of the Enel Filing Persons and Endesa Américas are set forth on Annex B to this joint information statement/prospectus.

Directors and Executive Officers of the Enel Filing Persons and Endesa Américas

The name, business address, current principal occupation or employment, five-year employment history and citizenship of each director and executive officer of the Enel Filing Persons and Endesa Américas is set forth on Annex B to this joint information statement/prospectus.

Except as set forth elsewhere in this joint information statement/prospectus, to the knowledge of the Enel Filing Persons and Endesa Américas, none of the Enel Filing Persons, Endesa Américas or any of the persons listed in Annex B to this joint information statement/prospectus or any majority-owned subsidiary of the Enel Filing Persons, Endesa Américas or any of the persons so listed beneficially owns or has a right to acquire any common stock or ADSs of Endesa Américas.

To the knowledge of the Enel Filing Persons and Endesa Américas, none of the Enel Filing Persons, Endesa Américas or any majority-owned subsidiary of the Enel Filing Persons and Endesa Américas has effected any transaction in common stock of Endesa Américas during the past sixty (60) days.

Related Party Transactions

As of June 30, 2016, Endesa Américas has a credit line agreement with Enersis Américas under which an outstanding amount of Ch$ 10.95 billion has been drawn, exceeding 1% of Endesa Américas revenues, and does not have any agreement that involves a pledge of its securities.

 

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In addition, Endesa Américas may enter into an intercompany loan agreement with Enersis Américas to fund the potential acquisition of Endesa Américas shares from shareholders of Endesa Américas exercising statutory merger dissenters’ withdrawal rights.

Endesa Chile has the following commercial transactions in the aggregate that amount to more than one percent of its consolidated revenues as of June 30, 2016 and December 31, 2015 and 2014 with Enel or Enersis Américas.

 

Company Name

  Relationship with
Endesa Chile
  Description of the
Transaction
  Country   June 30, 2016     Dec. 31, 2015     Dec. 31, 2014  
                ThCh$     ThCh$     ThCh$  

Endesa Generación S.A.(1)

  Common Parent
Company
  Fuel
Purchases
  Spain     (37,720,788)        (15,030,911     (30,318,202

Endesa Energía S.A.(2)

  Common Parent
Company
  Sale of
Gas
  Spain     9,540,306        14,604,841        —     

Parque Eólico Tal Tal S.A.(3) (Enel Green Power S.p.A.)

  Common Parent
Company
  Electricity
Purchases
  Chile     (13,474,294     (26,456,123     —     

Parque Eólico Valle de los Vientos S.A.(3) (Enel Green Power S.p.A.)

  Common Parent
Company
  Electricity
Purchases
  Chile     (8,094,691     (14,929,463     —     

 

(1) Transactions between Endesa Chile and Endesa Generación S.A. correspond to the purchase of coal, necessary for some electricity generation units.
(2) Transaction with Endesa Energĺa S.A. corresponds to a one-time transaction involving the sale of gas not used by Endesa Chile, it was a shipment that was deemed not necessary for normal usage.
(3) Transactions between Endesa Chile and Enel Green Power S.p.A correspond to electricity purchases established in a power purchase agreement.

To the knowledge of the Enel Filing Persons, there were no transactions of any executive officer, director or affiliate of Endesa Chile or Endesa Américas that is a natural person with Enel or Enersis Américas that the aggregate value of the transaction or series of similar transactions with that person exceeds US$ 60,000.

To the knowledge of Endesa Américas, except for compensation for service as a director or executive officer of Endesa Américas, as applicable, there was no transaction or series of transactions during the past two years between (i) any executive officer, director or affiliate of Endesa Chile or Endesa Américas that is a natural person on one hand, and (ii) Endesa Américas on the other hand, that had an aggregate value that exceeds US$ 60,000.

Source and Amounts of Funds or Other Consideration

The consideration to be paid in the merger of Endesa Américas and Chilectra Américas into Enersis Américas will be an exchange of Enersis Américas common stock for common stock of Endesa Américas and Chilectra Américas and cash to the extent shareholders of Enersis Américas exercise statutory merger dissenters’ withdrawal rights. Shareholders of Endesa Américas and Chilectra Américas exercising their statutory merger dissenters’ withdrawal rights will also be paid cash by Endesa Américas, which will be funded by Enersis Américas.

Term Loan Facility

Overview

Enersis Américas expects to finance the cash payment for the exercise of statutory merger dissenter’s withdrawal rights shareholders of Enersis Américas in the merger and the fees and expenses of the merger by borrowing under the term loan facility discussed below. A portion of the term loan facility will also be used to

 

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repay Enersis Americas’ approximately US$ 250 million outstanding notes due December 1, 2016 and the hedge instruments entered into in connection therewith with a mark-to-market value of US$ 126.6 million as of June 2016.

On August 10, 2016 (the “Effective Date”), Enersis Américas entered into a senior unsecured term loan agreement with Banco Bilbao Vizcaya Argentaria, Chile, Banco Santander-Chile, and Banco de Chile, as Tranche A lenders, JPMorgan Chase Bank, National Association and Morgan Stanley Senior Funding, Inc. as Tranche B lenders, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as administrative agent, and BBVA Securities Inc., as documentation agent, which was amended effective August 26, 2016. The term loan agreement provides for an 18-month senior unsecured term loan facility, comprised of a Ch$ 657,360,000,000 Tranche A Chilean peso term loan facility (the “Tranche A loan”) and a US$ 500,000,000 Tranche B U.S. dollar term loan facility (the “Tranche B loan”) on the terms described below. The term loan agreement is governed by New York law.

Interest Rate and Maturity

Borrowings under the term loan facility will bear interest at the following per annum rates:

 

    For Tranche A loans, the Tasa Activa Bancaria (“TAB”) (the Chilean Interbank Rate) plus an applicable margin of 0.6% for the first twelve months after the effective date of the term loan agreement (the “Effective Date”) and an increased applicable margin of 0.8% thereafter; and

 

    For Tranche B loans, LIBOR plus an applicable margin of 0.5% for the first twelve months after the Effective Date and an increased applicable margin of 0.75% thereafter.

If the senior unsecured debt rating of Enersis Américas is below investment grade by any two of S&P, Moody’s and Fitch (a “Ratings Trigger Period”), the applicable margin for the Tranche A and Tranche B loans described above will, in each case, be increased by an additional 0.2% during the Ratings Trigger Period.

All amounts outstanding under the term loan facility will be repayable on the date that is eighteen months after the Effective Date.

Prepayments

To the extent directed by any lender after notice of any of the following events is given by Enersis Américas, Enersis Américas must prepay the loans of such lender.

 

    Enersis Américas ceases to be a publicly held limited liability stock corporation (sociedad anónima abierta) registered with the SVS and listed on any Chilean Stock Exchanges;

 

    to the extent any event of default is continuing or would result therefrom, the redemption, repurchase, retirement or other acquisition by Enersis Américas of any of its capital stock (other than in common stock) or the payment by Enersis Américas of any dividend or any other distribution in respect of its capital stock (other than the minimum required by law), with the exception of the repurchase of the stock of shareholders exercising statutory merger dissenters’ withdrawal rights;

 

    to the extent any Chilean government agency shall impose restrictions on the availability of freely transferable U.S. dollars to persons outside Chile, or U.S. dollars shall be unavailable at all or at a commercially unreasonable rates of exchange, and as a direct or indirect result thereof, Enersis Américas shall not have the ability or would not reasonably be expected to be able to perform its obligations under the term loan agreement or any other term loan documents;

 

   

(i) any law renders invalid, or precludes enforcement of, any payment or other material provision of the term loan agreement or any other term loan document or prevents the performance of payment obligations or other material obligations of Enersis Américas under the term loan agreement or any other term loan document, (ii) the term loan agreement or any other term loan document cease to be in

 

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full force and effect or (iii) any Chilean government agency, by moratorium laws or otherwise, cancels or suspends the obligation of Enersis Américas to pay any amount required to be paid under the term loan agreement or any other term loan documents; or

 

    any government agency (i) condemns, nationalizes, seizes or otherwise expropriates all or a substantial part of the property or assets of Enersis Américas or assumes custody or control of such property or assets or of the business or operations of Enersis Américas, (ii) takes any action for the dissolution or disestablishment of Enersis Américas, or (iii) takes any action that prevents Enersis Américas from carrying on its business or any substantial part thereof and such action is not rescinded or reversed within 15 days following the occurrence thereof.

In addition, a percentage of net proceeds to be specified must be prepaid following the incurrence of certain indebtedness for borrowed money.

Enersis Américas may at any time make voluntary prepayments of the loans under the term loan facility without premium or penalty upon prior written notice, subject only to the obligation to reimburse the lenders for breakage costs; provided that each partial prepayment shall be not less than US$ 10 million or increments of US$ 1 million in excess thereof for the Tranche B loans, and not less than Ch$ 6,000 million or increments of Ch$ 1,000 million in excess thereof for the Tranche A loans.

Representations, Covenants and Events of Default

The term loan agreement contains representations and warranties and affirmative covenants applicable to Enersis Américas that are usual and customary for term loan facilities of this type.

The term loan agreement also contains negative covenants applicable to Enersis Américas that are usual and customary for term loan facilities of this type, including, without limitation, restrictions on:

 

    Mergers, acquisitions, consolidations or certain fundamental sales of assets (provided that the Merger and the Tender Offer are permitted);

 

    Creating, incurring, assuming or suffering to exist any lien on its property and assets, subject to certain customary exceptions; and

 

    Material changes in the nature of its principal business.

The term loan agreement contains customary events of default, including, without limitation: (a) defaults on payment of principal or interest; (b) representations and warranties or certifications that are materially incorrect as of the date made or deemed made; (c) breach of certain covenants (without a grace period) and other covenants (subject to applicable grace periods); (d) bankruptcy or insolvency events, (e) final judgments against Enersis Américas involving liability in excess of US$ 300 million; or (f) cross default to indebtedness of Enersis Américas in excess of US$ 100 million.

Fees

The term loan agreement provides for the payment by Enersis Américas of certain fees, including but not limited to a commitment fee and a duration fee.

The commitment fee begins accruing on the Effective Date and throughout the availability period on the undrawn portion of the facility amount at a rate equal to 35% of the applicable margin in effect from time to time.

The duration fee payable is 0.20% of the principal amount of the loans outstanding under the term loan facility on the date that is thirteen months after the Effective Date.

In connection with the term loan agreement, the arrangers of the facility will be paid an upfront fee on a date within five business days after the date of the extraordinary shareholders’ meeting of Enersis Américas to vote on the merger.

 

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Refinancing

Enersis Americas expects to refinance the term loan facility prior to its maturity by means of any one or more of the following: (i) a replacement term loan credit facility or (ii) a debt financing transaction in the capital markets in either or both Chile and the United States.

Chilean Credit Lines

Overview

Enersis Américas expects to finance the cash payment for the exercise of statutory merger dissenter’s withdrawal rights of the shareholders of Endesa Américas in the merger and the fees and expenses of the merger by borrowing from the three Chilean credit lines entered into in March 2016.

The three Chilean credit lines are with Banco Estado, Scotiabank, and Banco de Chile and are denominated in Chilean U.F. (Unidades de Fomento) in the aggregate total amount of 2,846,900 UF (approximately US$ 111 million, using the exchange rate of Ch$ 26,219.23 per UF and the Observed Exchange Rate of Ch$ 669.49 per U.S. dollar as of September 6, 2016).

Interest Rate and Maturity

Borrowings under the Chilean credit lines will bear interest at a maximum per annum rate of Tasa Activa Bancaria U.F. (“TAB UF”) for the applicable borrowing period of 90, 180, or 370 days plus an applicable margin of 0.70%.

Prepayments

Amounts borrowed under the Chilean credit lines must be repaid upon the occurrence of the following events:

 

    Enersis Américas ceases to be a corporation subject to the Chilean Companies Act;

 

    Enersis Américas has an event of default and pays more than the legally required dividend to its shareholders; or

 

    If the required advance payment is made on a date other than on an interest payment date.

Enersis Américas may voluntary prepay the Chilean credit lines at any time, under the following conditions:

 

    A minimum of five days written notice must be given of the intent to make a prepayment;

 

    A minimum payment of 150,000 UF must be made (additional prepayments must be made in 25,000 UF increments); and

 

    The prepayment is made on the last day of an interest period or, if on a different day, breakage costs must be prepaid.

All prepayments will first be applied to accrued interest and then to principal.

Representations, Covenants and Events of Default

The Chilean credit line agreements contain representations and warranties and financial and various other affirmative covenants applicable to Enersis Américas that are usual and customary for facilities of this type.

The Chilean credit line agreements also contain negative covenants applicable to Enersis Américas that are usual and customary for facilities of this type, including restrictions on:

 

    Mergers, spin-offs, or sales of assets (with the exception of the current Reorganization);

 

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    Creating, incurring, assuming any lien on its property and assets, with certain customary exceptions; and

 

    Related party transactions must be undertaken at current market conditions and comply with Chilean Law.

The Chilean credit line agreements contain customary events of default, including, without limitation: (a) defaults on payment of principal or interest; (b) willful or negligent breach of representations and warranties; (c) breach of any negative covenant (subject to applicable grace periods); (d) bankruptcy or insolvency events; or (e) governmental action to nationalize, seize or otherwise expropriate 5% or more of the consolidated total assets of Enersis Américas, sanction Enersis Américas or otherwise prevent Enersis Américas from carrying on its business, without the ability to have any additional judicial or administrative review.

The Chilean credit line agreements contain financial ratio covenants that must be met on the last day of each financial quarter. They include the following:

 

    Financial Debt/Total Equity less than 1.30x; and

 

    Financial Debt/EBITDA less than 3.50x.

Fees

The Chilean credit line agreements provide for the payment by Enersis Américas of certain fees, including but not limited to a commitment fee and an availability fee. A 0.20% upfront commitment fee was paid at the time of closing of the credit line. An availability fee of 0.20% will be paid over the average daily unused amount of the credit line. This amount is measured semiannually, beginning on the closing date, by the lender and must be grossed up according to tax regulations.

Fees and Expenses

Generally, all fees and expenses incurred in connection with the merger will be paid by the party incurring those fees and expenses. However, Enersis Américas will pay all expenses relating to the printing, filing and mailing of this joint information statement/prospectus and the registration statement on Form F-4 of which this forms a part.

The following is an estimate of the aggregate fees and expenses incurred or to be incurred by the parties in connection with the proposed merger:

 

     US$  

Advertising

     600,000   

Exchange Agent Fees

     331,000   

Depositary

     382,000   

Legal Fees and Related Expenses

     1,500,000   

Financial Advisor, Filing Fees and Related Fees

     8,585,000   

Accounting

     4,607,000   

Printing, Mailing and Distribution Expenses

     300,000   

Miscellaneous

     101,000   

Generally, all fees and expenses incurred in connection with the transaction will be the obligation of the respective party incurring such fees and expenses.

 

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RISK FACTORS

Risks Related to the Merger

The number of Enersis Américas shares or ADSs that you will receive as a result of the merger will be based on a fixed exchange ratio. The market value of the Enersis Américas shares or ADSs that you will receive in exchange of your Endesa Américas shares or ADSs based on the fixed exchange ratio could be lower than the market value of the Endesa Américas shares or ADSs you hold at the time you vote on the merger.

In the merger, each share of Endesa Américas common stock will be exchanged for 2.8 shares of Enersis Américas common stock (and cash instead of fractional shares) and each Endesa Américas ADS (representing 30 shares of Endesa Américas) will be exchanged for 1.68 Enersis Américas ADSs (and cash instead of fractional ADSs). Each Enersis Américas ADS will represent 50 underlying Enersis Américas shares. The exchange ratio will not be adjusted as a result of the performance of the market prices of Enersis Américas and Endesa Américas common stock or ADSs between the date of this joint information statement/prospectus and the date you receive Enersis Américas shares or ADSs in exchange for Endesa Américas shares or ADSs, respectively. The market price of the Enersis Américas shares will likely be different on the date you receive Enersis Américas shares than it is on the date of this joint information statement/prospectus and the date of the extraordinary shareholders’ meeting to vote on the merger because of changes in the business, operations or prospects of Enersis Américas, market reactions to the merger, general market and economic conditions and other factors.

The merger exchange ratio representing the number of Enersis Américas shares or ADSs that you will receive as a result of the merger is subject to potential change by shareholders at the extraordinary shareholders’ meeting.

Under Chilean law, shareholders at the extraordinary shareholders’ meeting may adopt or reject certain of the matters described on the ADS voting instruction card or, if proposed by the chair presiding at the extraordinary shareholders’ meeting, agree to something different as long as the subject matter is included in the agenda for the extraordinary shareholders’ meeting. Any Enersis Américas ADS holder or Endesa Américas ADS holder who wishes to exercise share voting rights (as opposed to ADS voting rights) at the respective extraordinary shareholders’ meetings must cancel such holder’s Enersis Américas ADSs or Endesa Américas ADSs and become a registered shareholder of Enersis Américas or Endesa Américas, as applicable, not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the extraordinary shareholders’ meetings of both Enersis Américas and Endesa Américas) and either attend the meeting in person or grant a Chilean power of attorney to an attorney-in-fact who must attend the meeting in person and vote their shares on their behalf.

The trading price of shares and ADSs of Enersis Américas may be affected by factors in addition to those factors affecting the price of shares and ADSs of Endesa Américas. The price of shares and ADSs of Enersis Américas could decline following the merger.

If Enersis Américas successfully completes the merger, holders of Endesa Américas shares and ADSs will become holders of Enersis Américas shares and ADSs, respectively. Enersis Américas currently owns 59.98% of the aggregate number of Endesa Américas shares outstanding, and for the year ended December 31, 2015, Enersis Américas derived 52% of its net income from Endesa Américas. Enersis Américas also owns and operates other businesses, such as the electricity distribution business of Chilectra Américas. Accordingly, Enersis Américas’ results of operations and business, as well as the trading price of Enersis Américas shares and ADSs, may be affected by factors in addition to those affecting Endesa Américas’ results of operations and business and the price of shares and ADSs of Endesa Américas. The price of Enersis Américas’ shares and ADSs may decline after Enersis Américas completes the merger and exchanges shares and ADSs of Endesa Américas for shares and ADSs of Enersis Américas and shares of Chilectra Américas for shares of Enersis Américas.

 

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Anticipated benefits of the merger may not be realized.

The surviving company may not be able to realize the benefits that we hope to achieve from the merger or realizing them may require more time than we currently anticipate. The value of Enersis Américas shares and ADSs could be adversely affected to the extent we fail to realize these benefits or the realization of these benefits is delayed.

Enersis Américas and Endesa Américas ADS holders that wish to dissent from the merger and exercise statutory merger dissenters’ withdrawal rights will have a limited time to cancel their ADSs and become registered shareholders of Enersis Américas or Endesa Américas, as the case may be, prior to the Chilean record date for the extraordinary shareholders’ meeting and if they fail to become registered shareholders of Enersis Américas or Endesa Américas, as the case may be, prior to the Chilean record date they will not be able to exercise the statutory merger dissenters’ withdrawal rights.

Under the Chilean Companies Act, any Enersis Américas shareholder listed on Enersis Américas’ share registry that dissents from the merger proposal has the right to exercise statutory merger dissenters’ withdrawal rights and to require Enersis Américas to repurchase his or her shares, subject to the fulfillment of certain terms and conditions. Similarly, any Endesa Américas shareholder listed on Endesa Américas’ share registry that dissents from the merger proposal has the right to exercise statutory merger dissenters’ withdrawal rights and to require Endesa Américas to repurchase his or her shares, subject to the fulfillment of certain terms and conditions.

Enersis Américas ADS holders and Endesa Américas ADS holders respectively own beneficial interests in Enersis Américas and Endesa Américas shares that are held by the custodian bank for Enersis Américas’ ADS program and Endesa Américas’ ADS program, as the case may be, and such ADS holders are not listed as shareholders on the share registry of either Enersis Américas or Endesa Américas. Therefore, any Enersis Américas ADS holder or Endesa Américas ADS holder that wishes to dissent from the merger and exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel his or her ADSs and become a registered shareholder of Enersis Américas or Endesa Américas, as applicable, not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the extraordinary shareholders’ meetings of both Enersis Américas and Endesa Américas). Under Chilean law, shareholders must receive notice of the shareholders’ meeting not less than 15 and no more than 20 days before the date of the shareholders’ meeting.

Endesa Américas shareholders who dissent from the merger and exercise statutory merger dissenters’ withdrawal rights may not be able to receive the full value of their Endesa Américas shares.

Enersis Américas, Endesa Américas and Chilectra Américas shareholders who (i) dissent from the approval of the merger, or (ii) do not attend the respective shareholders’ meetings, will be eligible to exercise statutory merger dissenters’ withdrawal rights under Chilean law. Statutory merger dissenters’ withdrawal rights must be exercised by providing the required notice of withdrawal to the applicable company. Upon the proper exercise of statutory merger dissenters’ withdrawal rights, shareholders will have the right to receive a cash payment from Enersis Américas, Endesa Américas or Chilectra Américas, as the case may be.

Enersis Américas and Endesa Américas shares have a liquid trading market on the Chilean Stock Exchanges. Therefore, shareholders of Enersis Américas and Endesa Américas who exercise statutory merger dissenters’ withdrawal rights will receive a cash payment equivalent to the weighted average of the closing prices for Enersis Américas or Endesa Américas shares, as the case may be, as reported on the Chilean Stock Exchanges during the 60-trading day period preceding the 30th trading day prior to the date on which the merger is approved. This period represents a substantial portion of the trading history of Endesa Américas shares and may not necessarily represent the value of the Endesa Américas shares because of the pendency of the merger and the lack of sufficient time for a trading market to develop. The amounts payable upon valid exercise of statutory merger dissenters’ withdrawal rights would be Ch$ 112.02 per share for Enersis Américas,

 

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Ch$ 299.64 per share for Endesa Américas and Ch$ 469.69 per share for Chilectra Américas. Based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amounts would be US$ 0.17, US$ 0.45 and US$ 0.70, respectively. In the case of Chilectra Américas, shareholders who exercise statutory merger dissenters’ withdrawal rights will receive the book value of their shares due to the absence of a liquid trading market for Chilectra Américas shares.

Since the price that Endesa Américas shareholders receive upon exercising their statutory merger dissenters’ withdrawal rights is determined based on weighted average of the closing prices as described above, Endesa Américas shareholders may not be able to receive the full value of their Endesa Américas shares if such value at the time the merger is approved is higher than the value calculated for purposes of the statutory merger dissenters’ withdrawal rights price.

No rulings have been or will be sought from the U.S. Internal Revenue Service concerning whether the merger will be a taxable or tax-free transaction to U.S. Holders of Endesa Américas common stock and ADSs.

We believe that the merger will be treated as a transaction that qualifies as a tax-free reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. However, no rulings have been or will be sought from the U.S. Internal Revenue Service concerning whether the merger qualifies for such tax-free treatment, and there is no assurance that the U.S. Internal Revenue Service will not take a contrary view or that a court would not agree with the U.S. Internal Revenue Service if the matter were contested. If the merger is a taxable transaction to a U.S. Holder for U.S. federal income tax purposes, such U.S. Holder may have U.S. federal income tax liability as a result of the merger.

Enersis Américas’ business and the shares and ADSs may be adversely impacted if the merger is not consummated.

There can be no assurance that the merger will occur, as the merger is subject to certain conditions including shareholders’ approval, among others. We cannot guarantee that these conditions will be satisfied and that the merger will be successfully completed. The failure to consummate the merger following the Spin-Off will prevent Enersis Américas from reaping the expected benefits of the merger, which could adversely affect its results of operations and financial condition and could adversely affect the price of Enersis Américas’ shares and ADSs.

Endesa Américas’ business and the shares and ADSs may be adversely impacted if the merger is not consummated.

The failure to consummate the merger will require Endesa Américas to operate as a standalone company, which may result in significant discounts to the valuation of its shares and ADSs. Its business and the shares and ADSs may be especially vulnerable due to a reduced asset portfolio that excludes the Chilean generation business allocated to Endesa Chile. Substantially all of Endesa Chile’s personnel were assigned to Endesa Chile in connection with the Spin-Off and following the Spin-Off, Endesa Chile has and will continue to provide Endesa Américas with certain legal, financial, accounting, investor relations and other corporate support and administrative services. Furthermore, Endesa Américas is relying on certain intercompany financial arrangements with some affiliates such as Enersis Américas. Therefore, if the merger does not occur and it does not develop its own administrative infrastructure or achieve full autonomy for some of these services or develop alternative financial arrangements, there could be a material adverse effect on Endesa Américas’ business, results of operations and financial condition and the price of its shares and ADSs.

The proposed merger will be a statutory merger and there is no merger agreement entered into between Enersis Américas and Endesa Américas or Chilectra Américas. Therefore the companies involved in the merger will not have any contractual protections against any of the other parties to the merger.

The proposed merger will be a statutory merger under Article 99 of the Chilean Companies Act. No merger agreement has been or will be entered into between Enersis Américas and Endesa Américas or Chilectra

 

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Américas in connection with the proposed merger. As there is no merger agreement, the companies involved in the merger will not have the benefit of contractual protections such as customary representations and warranties or covenants regarding the merging entities. Any rights of Enersis Américas, Endesa Américas, or Chilectra Américas to seek indemnification for any losses with respect to the merger will be based solely on the general rules of the Chilean Companies Act.

Risks Related to Enersis Américas’ Business Following the Merger

A financial or other crisis in any region worldwide can have a significant impact on the countries in which Enersis Américas operates, and consequently, may adversely affect Enersis Américas’ operations as well as its liquidity.

The four countries in which Enersis Américas has electricity investments are vulnerable to external shocks, including financial and political events, which could cause significant economic difficulties and affect their growth. If any of these economies experience lower than expected economic growth or a recession, it is likely that Enersis Américas’ customers will demand less electricity and that some of its customers may experience difficulties paying their electric bills, possibly increasing Enersis Américas’ uncollectible accounts. Any of these situations could adversely affect Enersis Américas’ results of operations and financial condition.

Financial and political crises in other parts of the world could also adversely affect Enersis Américas’ business. For example, instability in the Middle East or in other oil producing regions could result in higher fuel prices worldwide, which in turn could increase the cost of fuel for Enersis Américas’ thermal generation plants and adversely affect its results of operations and financial condition.

In addition, an international financial crisis and its disruptive effects on the financial industry could adversely impact Enersis Américas’ ability to obtain new bank financings on the same historical terms and conditions. A financial crisis could also diminish its ability to access the capital markets in the four countries in which it operates as well as the international capital markets for other sources of liquidity, or increase the interest rates available to it. Reduced liquidity could, in turn, adversely affect Enersis Américas’ capital expenditures, its long-term investments and acquisitions, its growth prospects and its dividend payout policy.

South American economic fluctuations may affect Enersis Américas’ results of operations and financial condition.

All of Enersis Américas’ operations are located in four South American countries. Accordingly, its consolidated revenues may be affected by the performance of South American economies as a whole. If local, regional, or worldwide economic trends adversely affect the economy of any of the four countries in which it has investments or operations, its financial condition and results of operations could be adversely affected. Moreover, Enersis Américas has investments in volatile countries, such as Argentina and Brazil. In Brazil, during 2015, some instability arose from the political sector due to corruption scandals involving several government officials, which has led to a deterioration of the perception of the Brazilian market, which in turn has led Brazil to lose its investment grade rating from Standard & Poor’s and Fitch Ratings. In 2015, 63% of Enersis Américas’ operating revenues and 67% of its operating income came from Brazil and Colombia.

Insufficient cash flows for Enersis Américas’ subsidiaries located in these volatile countries, have, in some cases, resulted in their inability to meet debt obligations and the need to seek waivers to comply with some debt covenants, or, to a limited extent, to require guarantees or other emergency measures from it, including extraordinary capital increases.

Future adverse developments in these economies may impair Enersis Américas’ ability to execute its strategic plans, which could adversely affect its results of operations and financial condition.

 

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A deterioration of the economic situation in Argentina or a deeper devaluation of the Argentine peso could have an adverse effect on Enersis Américas’ debt.

The Argentine peso suffered a steep devaluation against the U.S. dollar during 2014, which has continued during 2015. Due to the decline in value of the Argentine peso relative to foreign currencies, the Argentine government has implemented policies to limit purchases of U.S. dollars. In 2014, the Argentine Central Bank raised the reference interest rate, which increased financing costs for banks and for private sector companies and it has been intervening in the market on a daily basis during 2015 in order to control further devaluation expectations. Although the pace of the devaluation of the Argentine peso against the U.S. dollar has slowed recently, the increase in interest paid on deposits has been insufficient to offset the inflation rate. The new government recently liberalized all currency restrictions imposed by the prior government, which resulted in the immediate devaluation of the Argentinean peso by more than 35% in one day. While the new government is expected to take actions to soften the impact of the one-time effect of devaluation, the devaluation of the Argentine peso may continue in 2016 and future years.

If Argentina’s economy were deemed hyperinflationary, a general price index would be used to present the amounts related to Enersis Américas’ Argentine subsidiaries in its consolidated financial statements under the provisions outlined in IAS 29 “Financial Reporting in Hyperinflationary Economies”. Amounts for the previous reporting periods would be restated by applying the general price index so that the financial statements between the periods presented would be comparative.

In 2014, the Argentine banking industry increased interest rates on loans and shortened maturities. Liquidity in the Argentine derivatives market also deteriorated, which limited access to swaps of Argentine peso denominated debt into other currencies. As a result, Enersis Américas’ Argentine peso-denominated debt is exposed to further devaluation of the Argentine peso.

Argentina’s sovereign creditworthiness seriously deteriorated in 2014, based on market data and reports from credit ratings agencies and such situation has worsened during 2015. Argentina’s sovereign debt rating maintained its “selective default” rating by Standard & Poor’s and “restricted default” rating by Fitch, both ratings as a result of a default on Argentina’s sovereign bonds in July 2014. Moody’s maintained the long term foreign currency debt rating at “Caa1,” updated in November 2015 with positive outlook. Further deterioration of Argentina’s economy could adversely affect Enersis Américas’ results of operations and financial condition.

Certain South American countries have been historically characterized by frequent and occasionally drastic economic interventionist measures by governmental authorities, including expropriations, which may adversely affect Enersis Américas’ business and financial results.

Governmental authorities have altered monetary, credit, tariff, tax and other policies to influence the course of the economies of Argentina, Brazil, Colombia and Peru. Even though Enersis Américas does not have assets in Chile, it is a company established under the laws of the Republic of Chile. Therefore, taxes will be paid in Chile and it will be subject to changes in Chilean tax laws. To a lesser extent, the Chilean government continues to exercise substantial influence over many aspects of the private sector, which may result in changes to economic or other policies. For example, in September 2014, the Chilean government approved the progressive increase of the corporate income tax and a change in the tax system, which may have an additional negative effect upon non-Chilean holders of shares or ADSs. On February 8, 2016, Law 20,899 was enacted, which made adjustments to this tax reform. Other governmental actions in these South American countries have also involved wage, price and tariff rate controls and other interventionist measures, such as expropriation or nationalization.

For example, Argentina froze bank accounts and imposed capital restrictions in 2001, nationalized the private sector pension funds in 2008, used its Central Bank reserves to pay down indebtedness maturing in 2010, expropriated Repsol’s 51% stake in YPF in 2012 and imposed exchange controls in 2014, which limited Argentine access to foreign currencies. In 2010, Colombia imposed an equity tax to finance reconstruction and repair efforts related to severe flooding, which resulted in an extraordinary tax expense accrual recorded in January 2011 for taxes payable in 2011 through 2014.

 

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Changes in governmental and monetary policies regarding tariffs, exchange controls, regulations and taxation could reduce Enersis Américas’ profitability. Inflation, devaluation, social instability and other political, economic or diplomatic developments, including the response by governments in the region to these circumstances, could also reduce its profitability. Any of these scenarios could adversely affect Enersis Américas’ results of operations and financial condition.

Enersis Américas and its subsidiaries are exposed to risks arising from changes in commodity prices, interest rates and foreign exchange rates that affect the generation and distribution business in the countries where it operates. Enersis Américas has adopted risk management policies to address these risks.

Foreign exchange risks may adversely affect Enersis Américas’ results and financial condition.

The currencies of South American countries in which Enersis Américas and its subsidiaries operate have been subject to large devaluations and appreciations against the U.S. dollar and may be subject to significant fluctuations in the future. Historically, a significant portion of its consolidated indebtedness has been denominated in U.S. dollars. Although a substantial portion of Enersis Américas’ operating cash flows is linked to U.S. dollars (primarily coming from the generation business), it generally has been and will continue to be materially exposed to currency fluctuations of its local currencies against the U.S. dollar because of time lags and other limitations that peg its tariffs to the U.S. dollar.

In countries where operating cash flows are denominated in the local currency, Enersis Américas seeks to maintain debt in the same currency, but due to market conditions it may not be possible to do so.

Because of this exposure, the cash generated by Enersis Américas’ subsidiaries can decrease substantially when local currencies devalue against the U.S. dollar. Future volatility in the exchange rate of the currencies in which it receives revenues or incurs expenditures may adversely affect Enersis Américas’ business, results of operations and financial condition.

As of December 31, 2015, the amount of Enersis Américas’ total consolidated debt was Ch$ 2,464 billion. Of this amount, Ch$ 379 billion, or 15%, was denominated in U.S. dollars. As of December 31, 2015, its consolidated foreign currency-denominated indebtedness (other than U.S. dollars) included the equivalent of:

 

    Ch$ 1,182 billion in Colombian pesos;

 

    Ch$ 558 billion in Brazilian reais;

 

    Ch$ 290 billion in Peruvian soles;

 

    Ch$ 30 billion in Argentine pesos; and

 

    Ch$ 25 billion in Chilean pesos.

These amounts total Ch$ 2,085 billion in currencies other than U.S. dollars.

For the twelve-month period ended December 31, 2015, Enersis Américas’ operating cash flows were Ch$ 1,933 billion (before consolidation adjustments) of which:

 

    Ch$ 550 billion, or 29%, came from Chile;

 

    Ch$ 490 billion, or 25%, came from Colombia;

 

    Ch$ 350 billion, or 18%, came from Argentina;

 

    Ch$ 277 billion, or 14%, came from Peru; and

 

    Ch$ 266 billion, or 14%, came from Brazil.

 

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The values of Enersis Américas’ generation business subsidiaries’ long-term energy supply contracts are subject to fluctuations in the market prices of certain commodities and other factors.

Enersis Américas has economic exposure to fluctuations in the market prices of certain commodities as a result of the long-term energy sales contracts into which it has entered. Enersis Américas and its subsidiaries have material obligations as selling parties under long-term fixed-price electricity sales contracts. Prices in these contracts are indexed according to different commodities, the exchange rate, inflation, and the market price of electricity. Adverse changes to these indices would reduce the rates it charges under its long-term fixed-price electricity sales contracts, which could adversely affect its business, results of operations and financial condition.

Enersis Américas’ electricity business is subject to risks arising from natural disasters, catastrophic accidents and acts of terrorism, which could adversely affect its operations, earnings and cash flow.

Enersis Américas’ primary facilities include power plants, transmission and distribution assets, pipelines, liquefied natural gas (“LNG”) terminals and re-gasification plants, storage and chartered LNG tankers. Its facilities may be damaged by earthquakes, flooding, fires, and other catastrophic disasters arising from natural or accidental human causes, as well as acts of terrorism. A catastrophic event could cause disruptions in its business, significant decreases in revenues due to lower demand or significant additional costs to it not covered by its business interruption insurance. There may be lags between a major accident or catastrophic event and the final reimbursement from its insurance policies, which typically carry a deductible and are subject to per event policy maximum amounts.

As an example, on May 6, 2013, a blade of Edegel’s Santa Rosa gas turbine unit No. 7 broke and produced catastrophic damage to the unit following a fire. The turbine damage was classified as a total loss and its replacement cost exceeded US$ 60 million in property damage and lost profits. The unit was out of service for 19 months, until December 5, 2014. Such accidents may affect Enersis Américas’ operations, earnings and cash flow.

Enersis Américas is subject to financing risks, such as those associated with funding its new projects and capital expenditures, and risks related to refinancing its maturing debt; Enersis Américas is also subject to debt covenant compliance, all of which could adversely affect its liquidity.

As of December 31, 2015, Enersis Américas’ consolidated debt totaled Ch$ 2,464 billion.

Enersis Américas’ debt had the following maturity profile:

 

    Ch$ 617 billion in 2016;

 

    Ch$ 682 billion from 2017 to 2018;

 

    Ch$ 373 billion from 2019 to 2020; and

 

    Ch$ 792 billion thereafter.

Set forth below is a breakdown by country for debt maturing in 2016:

 

    Ch$ 183 billion for Chile;

 

    Ch$ 170 billion for Colombia

 

    Ch$ 135 billion for Brazil;

 

    Ch$ 98 billion for Peru; and

 

    Ch$ 31 billion for Argentina.

Some of Enersis Américas’ debt agreements are subject to (1) financial covenants, (2) affirmative and negative covenants, (3) events of default, (4) mandatory prepayments for contractual breaches, and (5) certain

 

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change of control clauses for material mergers and divestments, among other provisions. A significant portion of its financial indebtedness is subject to cross default provisions, which have varying definitions, criteria, materiality thresholds and applicability with respect to subsidiaries that could give rise to such a cross default.

In the event that Enersis Américas or its subsidiaries breach any of these material contractual provisions, Enersis Américas’ creditors and bondholders may demand immediate repayment, and a significant portion of its indebtedness could become due and payable. For example, for the quarters ended December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015, its Argentine subsidiary El Chocón did not comply with the interest coverage ratio test (EBITDA to interest expense) pursuant to a covenant requirement under the loan agreement with Standard Bank, Deutsche Bank and Itaú that matured and was paid in February 2016. El Chocón experienced difficulties in complying with this covenant several times in the past and obtained waivers from its lenders. If the lenders had decided to declare an event of default and accelerate the loan, the principal and interest would have become immediately due and payable under this facility. Because of cross-acceleration provisions of El Chocón’s other loans, an additional debt would also have been accelerated and El Chocón would have been forced into bankruptcy. In the distribution business, Ampla has been facing different financial problems as a consequence of the Brazilian economic and political situation, which led to a lower electricity demand, higher costs related to inflation and in the specific case of Ampla, to a deterioration of its cash flows and EBITDA, similar to other distribution companies in the Brazilian market. This required Ampla to renegotiate, among other measures, some of its financial covenants between December 2015 and January 2016, in order to avoid breaching them. There is an additional risk of noncompliance if the economic environment in Brazil continues to worsen. In March 2016, as a consequence of the political and economic situation prevailing in Brazil, Enersis Américas also has guaranteed Ampla’s US$ 75 million three-year bank term loan. The financing was granted in Chile in U.S. dollars, and has a swap from U.S. Dollars to Brazilian reais contracted in Brazil, which was also guaranteed by Enersis Américas.

Enersis Américas may be unable to refinance its indebtedness or obtain such refinancing on terms acceptable to it. In the absence of such refinancing, Enersis Américas could be forced to dispose of assets in order to make the payments due on its indebtedness under circumstances that might not be favorable to obtaining the best price for such assets. Furthermore, it may be unable to sell its assets quickly enough, or at sufficiently high prices, to enable it to make such payments.

Enersis Américas may also be unable to raise the necessary funds required to finish its projects under development or under construction. Market conditions prevailing when Enersis Américas requires these funds or other unforeseen project costs can compromise Enersis Américas’ ability to finance these projects and expenditures.

As of the date of this joint information statement/prospectus, Enersis Américas believes that Brazil is a country in which it operates with a high refinancing risk. As of December 31, 2015, the third-party debt of its Brazilian subsidiaries amounted to Ch$ 560 billion. Enersis Américas’ inability to finance new projects or capital expenditures or to refinance its existing debt could adversely affect its results of operation and financial condition.

Enersis Américas may be unable to enter into suitable investments, alliances and acquisitions.

On an ongoing basis, Enersis Américas reviews acquisition prospects that may increase its market coverage or supplement its existing businesses, though there can be no assurance that it will be able to identify and consummate suitable acquisition transactions in the future. The acquisition and integration of independent companies that Enersis Américas does not control is generally a complex, costly and time-consuming process and requires significant efforts and expenditures. If Enersis Américas consummates an acquisition, it could result in the incurrence of substantial debt and assumption of unknown liabilities, the potential loss of key employees, amortization expenses related to tangible assets and the diversion of management’s attention from other business

 

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concerns. In addition, any delays or difficulties encountered in connection with acquisitions and the integration of multiple operations could have a material adverse effect on its business, financial condition or results of operations.

Because Enersis Américas’ generation business depends heavily on hydrological conditions, droughts and climate change may adversely affect its operations and profitability.

Approximately 53% of Enersis Américas’ consolidated installed generation capacity in 2015 was hydroelectric. Accordingly, extreme hydrological conditions and climate change could adversely affect its business, results of operations and financial condition. In the last few years, regional hydrological conditions have been affected by two climate phenomena—El Niño and La Niña — that influence rainfall and resulted in droughts. For example, in Brazil, where 67% of its installed capacity is hydroelectric, the low hydrological contributions recorded in 2014 and 2015 and the consequent higher thermal dispatch and spot prices, encouraged the authority in making regulatory changes through a modification of the upper limits. Also, El Niño phenomenon has affected Colombian hydrologic conditions since May 2015, leading to a rainfall deficit and high temperatures, and as a consequence, higher energy prices. Each El Niño event is different and, depending on its intensity and duration, the magnitude of the social and economic effects could be more pronounced. Peru has also experienced rain deficits, especially towards the end of 2015, and forecasts show an expected decrease in the natural flow of the basins in which Enersis Américas operates.

Droughts also affect the operation of Enersis Américas’ thermal plants, including its facilities that use natural gas, fuel oil or coal as fuel, in the following manner:

 

    During drought periods, thermal plants are used more frequently. Thermal plant operating costs can be considerably higher than those of hydroelectric plants. Enersis Américas’ operating expenses increase during these periods. In addition, depending on its commercial obligations, Enersis Américas may need to buy electricity at spot prices in order to comply with its contractual supply obligations and the cost of these electricity purchases may exceed its contracted electricity sale prices, thus potentially producing losses from those contracts.

 

    Enersis Américas’ thermal plants require water for cooling and droughts not only reduce the availability of water, but also increase the concentration of chemicals, such as sulfates in the water. The high concentration of chemicals in the water it uses for cooling increases the risk of damaging the equipment at its thermal plants as well as the risk of violating environmental regulations. As a result, it may have to purchase water from agricultural areas that are also experiencing shortages of water. These water purchases may increase its operating costs and also require it to further negotiate with the local communities.

 

    Thermal power plants burning natural gas generate emissions such as sulfur dioxide (SO2) and nitrogen oxide (NO) gases. When operating with diesel they also release particulate matter into the atmosphere. Coal fired plants generate emissions of SO2 and NO. Therefore, greater use of thermal plants during periods of drought increases the risk of producing a higher level of pollutants.

In addition, according to certain weather forecast models, the drought that is affecting the regions where most of Enersis Américas’ hydroelectric plants are located may last for an extended period and may recur in the future. A prolonged drought may exacerbate the risks described above and have a further adverse effect upon its business, results of operations and financial condition.

Governmental regulations may adversely affect Enersis Américas’ business.

Enersis Américas is subject to extensive regulation on the tariffs it charges to its customers and on other aspects of its business and these regulations may adversely affect its profitability. For example, governments can impose electricity rationing during droughts or prolonged failures of power facilities. During rationing, if Enersis

 

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Américas is unable to generate enough electricity to comply with its contractual obligations, it may be forced to buy electricity at the spot price, as even a severe drought does not release it from its contractual obligations as a force majeure event. If it is unable to buy enough electricity at the spot price to comply with its contractual obligations, it would have to compensate its regulated customers for the electricity it failed to provide at the rationed price. Rationing periods have occurred in the past and may occur in the future. Enersis Américas’ generation subsidiaries may be required to pay regulatory penalties if they fail to provide adequate service under their contractual obligations. Material rationing policies imposed by regulatory authorities in any of the countries in which it operates could adversely affect its business, results of operations and financial condition.

Governmental authorities may also delay the distribution tariff review process, or tariff adjustments determined by governmental authorities may be insufficient to pass through Enersis Américas’ costs (as has been the case with Edesur, its Argentine distribution subsidiary, and with Ampla and Coelce, its Brazilian distribution subsidiaries, for part of 2014). Similarly, electricity regulations issued by governmental authorities in the countries in which Enersis Américas operates may affect the ability of its generation companies to collect revenues sufficient to offset their operating costs.

The inability of any company in Enersis Américas’ consolidated group to collect revenues sufficient to cover operating costs may affect the ability of that company to operate as a going concern and may otherwise have an adverse effect on its business, financial results and operations.

In addition, changes in the regulatory framework are often submitted to the legislators and administrative authorities in the countries in which Enersis Américas operates and some of these changes could have a material adverse impact on its business, results of operations and financial condition. For example, commercial operations of Emgesa’s El Quimbo power plant have been intermittent due to legislative and judicial decisions regarding its authorization to commence commercial operations.

These changes could adversely affect Enersis Américas’ business, results of operations and financial condition.

Enersis Américas’ business and profitability could be adversely affected if water rights are denied or if water concessions are granted with limited duration.

Approximately 53% of Enersis Américas’ installed capacity is hydroelectric. It owns water rights for the supply of water from rivers and lakes near its production facilities, granted in Argentina by the Argentine State, in Colombia by the Ministry of Environment, Housing and Territorial Development (“MAVDT” in its Spanish acronym), in Peru by the Water National Authority (“ANA” in its Spanish acronym), and in Brazil by the Water National Authority (“ANA” in its Portuguese acronym). In Colombia, water rights or water concessions are granted for 50 years, renewable by equal periods; however, these concessions may be revoked, for example, due to a progressive decrease or depletion of water. In Colombia, human consumption is the first priority before any other use. A similar event may happen in Peru and Enersis Américas could lose its water rights, even when concessions are granted for indefinite periods, due to scarcity or decline in quality.

Any limitations on Enersis Américas’ current water rights, its need for additional water rights, or its current unlimited duration of water concessions could have a material adverse effect on its hydroelectric development projects and its profitability.

Regulatory authorities may impose fines on Enersis Américas’ subsidiaries, which could adversely affect its results of operations and financial condition.

Enersis Américas’ electricity businesses may be subject to regulatory fines for any breach of current regulations, including energy supply failures, in the four countries in which it operates. In Peru, fines may be imposed for a maximum of 1,400 Treasury Tax Units (Unidad Impositiva Tributaria or “UIT”), or

 

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Ch$ 1,103 million, using the UIT and foreign exchange rates as of December 31, 2015. In Colombia, fines may be imposed for a maximum of 2,000 Minimum Monthly Salaries (Salarios Mínimos Mensuales), or Ch$ 291 million using the Minimum Monthly Salary and foreign exchange rates as of December 31, 2015. In Argentina, there is no maximum limit for relevant fines. In Brazil, fines may be imposed for up to 2.0% of an electricity company’s revenues.

Enersis Américas’ electricity generation subsidiaries are supervised by their local regulatory entities and may be subject to these fines in cases where, in the opinion of the regulatory entity, operational failures affecting the regular energy supply to the system are the fault of the company such as when agents are not coordinated with the system operator. In addition, Enersis Américas’ subsidiaries may be required to pay fines or compensate customers if those subsidiaries are unable to deliver electricity, even if such failure is due to forces outside of the subsidiaries’ control.

For example, in April 2013, Edegel, Enersis Américas’ generation company in Peru, was fined Ch$ 73.9 million by the Osinergmin, the Peruvian regulatory electricity authority, for the unavailability in several occasions of some of its units in 2008. Edegel paid two of the four fines and appealed the other two, which are still under dispute. In 2015, the Electricity National Regulatory Agency (“ENRE” in its Spanish acronym) imposed fines on Edesur, Enersis Américas’ distribution company in Argentina, for a total of Ch$ 6.6 billion due to technical and commercial operation failures.

Enersis Américas depends on payments from its subsidiaries, jointly-controlled entities and associates to meet its payment obligations.

In order to pay its obligations, Enersis Américas relies on cash from dividends, loans, interest payments, capital reductions and other distributions from its subsidiaries and equity affiliates. The ability of its subsidiaries and equity affiliates to pay dividends, interest payments, loans and other distributions to it is subject to legal constraints such as dividend restrictions, fiduciary duties, contractual limitations and foreign exchange controls that may be imposed in any of the four countries where they operate.

Historically, Enersis Américas has not been able to access at all times the cash flows of its operating subsidiaries due to government regulations, strategic considerations, economic conditions and credit restrictions.

Enersis Américas’ future results from operations may continue to be subject to greater economic and political uncertainties, such as government regulations, economic conditions and credit restrictions, and therefore it may not be able to rely on cash flows from operations in those entities to repay its debt.

Dividend Limits and Other Legal Restrictions. Some of Enersis Américas’ subsidiaries are subject to legal reserve requirements and other restrictions on dividend payments. Other legal restrictions, such as foreign currency controls, may limit the ability of its subsidiaries and equity affiliates to pay dividends and make loan payments or other distributions to Enersis Américas. In addition, the ability of any of its subsidiaries that are not wholly-owned to distribute cash to it may be limited by the directors’ fiduciary duties of such subsidiaries to their minority shareholders. Furthermore, some of its subsidiaries may be forced by local authorities, in accordance with applicable regulation, to diminish or eliminate dividend payments. As a consequence of such restrictions, its subsidiaries could, under certain circumstances, be impeded from distributing cash to it.

Contractual Constraints. Distribution restrictions included in certain credit agreements of Enersis Américas’ subsidiaries Costanera and El Chocón may prevent dividends and other distributions to shareholders if they are not in compliance with certain financial ratios. Generally, Enersis Américas’ credit agreements prohibit any type of distribution if there is an ongoing default.

Operating Results of Enersis Américas’ Subsidiaries. The ability of Enersis Américas’ subsidiaries and equity affiliates to pay dividends or make loan payments or other distributions to it is limited by their operating

 

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results. To the extent that the cash requirements of any of its subsidiaries exceed their available cash, the subsidiary will not be able to make cash available to it, which was the case of Ampla and Enel Brasil as a consequence of the economic and political situation that Brazil, and especially the distribution sector, is dealing with.

Any of the situations described above could adversely affect Enersis Américas’ business, results of operations and financial condition.

Enersis Américas is involved in litigation proceedings.

Enersis Américas is currently involved in various litigation proceedings, which could result in unfavorable decisions or financial penalties against it. It will continue to be subject to future litigation proceedings, which could cause material adverse consequences to its business.

For example, in 2001, the inhabitants of Sibaté (part of the Cundinamarca Department, Colombia) sued Emgesa and two other unrelated parties because of the possible contamination of El Muña Reservoir, demanding that the defendants pay for damages of CPs 3 billion (approximately Ch$ 675 billion). The plaintiffs argued that the contamination is a consequence of the pumping of polluted water from the Bogotá River. Emgesa argued that it is not responsible since the company had received the polluted water and requested the inclusion as additional defendants in the judicial proceedings, numerous public and private entities that discharged pollutants into the river or were responsible for the environmental management of the river’s basin. This request was originally accepted by the court, but in June 2015 the court decision was reversed and the new parties were subsequently excluded as defendants. Emgesa appealed such determination and the case remains pending. Enersis Américas’ financial condition or results of operations could be adversely affected if it is unsuccessful in defending this litigation or other lawsuits and proceedings against it.

Environmental regulations in the countries in which Enersis Américas operates and other factors may cause delays, impede the development of new projects or increase the costs of operations and capital expenditures.

Enersis Américas’ operating subsidiaries are subject to environmental regulations which, among other things, require it to perform environmental impact studies for future projects and obtain permits from both local and national regulators. The approval of these environmental impact studies may take longer than planned and may be withheld by governmental authorities. Local communities and ethnic and environmental activists, among others, may intervene in the approval process to delay or prevent a project’s development. They may also seek injunctive or other relief, which could negatively impact Enersis Américas if they are successful.

In addition to environmental matters, there are other factors that may adversely affect Enersis Américas’ ability to build new facilities or to complete projects currently under development on time, including delays in obtaining regulatory approvals, shortages or increases in the price of equipment, materials or labor, strikes, adverse weather conditions, natural disasters, civil unrest, accidents, or other unforeseen events. Any such event could adversely affect its business, results of operations and financial condition.

Delays or modifications to any proposed project and laws or regulations may change or be interpreted in a manner that could adversely affect Enersis Américas’ operations or its plans for companies in which it holds investments, which could adversely affect its business, results of operations and financial condition.

Enersis Américas’ power plant projects may encounter significant opposition from different groups that may delay their development, increase costs, damage its reputation and potentially result in impairment of its goodwill with stakeholders.

Enersis Américas’ reputation is the foundation of its relationship with key stakeholders and other constituencies. If it is unable to effectively manage real or perceived issues that could negatively impact sentiments toward it, its business, results of operations and financial condition could be adversely affected.

 

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The development of new and existing power plants may face opposition from several stakeholders, such as ethnic groups, environmental groups, land owners, farmers, local communities and political parties, among others, all of which may impact the sponsoring company’s reputation and goodwill. For example, El Quimbo hydroelectric project in Colombia faced constant demands from the public which delayed construction and increased costs. From April 27, 2014 to May 12, 2014, a national agricultural strike involving communities near the project blocked roads and occupied neighboring land. Additional protests during 2014 blocked the entrance to the Balseadero viaduct construction site and the reservoir basin.

The operation of Enersis Américas’ current thermal power plants may also affect its goodwill with stakeholders, due to emissions such as particulate matter, sulfur dioxide and nitrogen oxides, which could adversely affect the environment.

Damage to Enersis Américas’ reputation may exert considerable pressure on regulators, creditors, and other stakeholders and ultimately lead to projects and operations that may not be optimal, causing Enersis Américas’ share prices to drop and hindering its ability to attract or retain valuable employees, all of which could result in an impairment of Enersis Américas’ goodwill with stakeholders.

Enersis Américas’ business may experience adverse consequences if it is unable to reach satisfactory collective bargaining agreements with its unionized employees.

A large percentage of Enersis Américas’ employees are members of unions and have collective bargaining agreements that must be renewed on a regular basis. Its business, financial condition and results of operations could be adversely affected by a failure to reach agreement with any labor union representing such employees or by an agreement with a labor union that contains terms it views as unfavorable. The laws of many of the countries in which it operates provide legal mechanisms for judicial authorities to impose a collective agreement if the parties are unable to come to an agreement, which may increase Enersis Américas’ costs beyond what it has budgeted.

In addition, Enersis Américas employs many highly-specialized employees, and certain actions such as strikes, walk-outs or work stoppages by these employees, could adversely impact its business, results of operations and financial condition as well as its reputation.

Interruption or failure of Enersis Américas’ information technology and communications systems or external attacks to or breaches of these systems could have an adverse effect on its operations and results.

Enersis Américas depends on information technology, communication and processing systems (“IT Systems”) to operate its businesses, the failure of which could adversely affect its business, results of operations and financial condition.

IT Systems are all vital to its generation subsidiaries’ ability to monitor its power plants’ operations, maintain generation and network performance, adequately generate invoices to customers, achieve operating efficiencies and meet its service targets and standards. Enersis Américas’ distribution subsidiaries could also be affected adversely because they rely heavily on IT Systems to monitor their grids, billing processes for millions of customers and customer service platforms. Temporary or long-lasting operational failures of any of these IT Systems could have a material adverse effect on Enersis Américas’ results of operations. Additionally, cyber attacks can have an adverse effect on the company’s image and its relationship with the community. In the last few years, global cyber attacks on security systems, treasury operations, and IT Systems have intensified. Enersis Américas is exposed to cyber-terrorist attacks aimed at damaging its assets through computer networks, cyber spying involving strategic information that may be beneficial for third parties and cyber-theft of proprietary and confidential information, including information of its customers. During 2014, Enersis Américas suffered two cyber attacks perpetrated by a cyber-terrorist group, which impacted websites in Argentina, Brazil, Colombia and Peru. In one case, the attack resulted in a service interruption of 90 minutes. Further cyber attacks may occur and may affect it in the future.

 

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Enersis Américas relies on electricity transmission facilities that it does not own or control. If these facilities do not provide it with an adequate transmission service, it may not be able to deliver the power it sells to its final customers.

Enersis Américas depends on transmission facilities owned and operated by other unaffiliated power companies to deliver the electricity it sells. This dependence exposes it to several risks. If transmission is disrupted, or transmission capacity is inadequate, it may be unable to sell and deliver its electricity. If a region’s power transmission infrastructure is inadequate, its recovery of sales costs and profits may be insufficient. If restrictive transmission price regulation is imposed, transmission companies upon whom it relies may not have sufficient incentives to invest in expansion of their transmission infrastructure, which could adversely affect its operations and financial results. Currently, the construction of new transmission lines is taking longer than in the past, mainly because of new social and environmental requirements that are creating uncertainty about the probability of completing the projects. In addition, the increase of new non-conventional renewable energy (“NCRE”) projects in the region is congesting the current transmission systems as these projects can be built relatively quickly, while new transmission projects may take longer to be built.

Any such disruption or failure of transmission facilities could interrupt Enersis Américas’ business, which could adversely affect its results of operations and financial condition.

Enersis Américas’ historical performance may not be representative of its future performance.

Enersis Américas’ historical performance might have been different if it had been a separate entity during the periods presented in its financial statements. The historical financial information included in this joint information statement/prospectus is not necessarily indicative of what its results of operations, financial position and cash flows will be in the future. There may be changes that will occur in its cost structure, funding and operations as a result of the separation of Enersis Chile from it, including increased costs associated with reduced economies of scale.

Risks Related to the Securities Markets

The relative illiquidity and volatility of Chilean securities markets could adversely affect the price of Enersis Américas’ common stock and ADSs both before and after the merger.

Even though Enersis Américas does not have assets in Chile, its shares are traded on the Chilean Stock Exchanges since it is organized under the laws of the Republic of Chile and it has its headquarters in Chile. Chilean securities markets are substantially smaller and less liquid than the major securities markets in the United States. The low liquidity of the Chilean market may impair the ability of shareholders to sell shares, or holders of ADSs to sell shares of its common stock withdrawn from the ADS program into the Chilean market in the amount and at the price and time they wish to do so. Also, the liquidity and the market for its shares or ADSs may be affected by a number of factors including variations in exchange and interest rates, the deterioration and volatility of the markets for similar securities and any changes in its liquidity, financial condition, creditworthiness, results and profitability.

Fluctuations in the South American financial and securities markets may affect the value of Enersis Américas’ securities both before and after the merger.

South American financial and securities markets are, to varying degrees, influenced by economic and market conditions in other countries. As a result, the Brazilian, Chilean and Colombian financial and securities markets may be adversely affected by developments or events in other countries, including fluctuations in the financial and securities markets of emerging countries, which could adversely affect the value of Enersis Américas’ securities.

 

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Risks Related to the Ownership of Enersis Américas Common Stock

Enersis Américas’ controlling shareholder may exert substantial influence over it and may have a different strategic view for its development than that of its minority shareholders.

Enel beneficially owns 60.6% of Enersis Américas’ share capital, and is expected to own a majority of Enersis Américas’ share capital after the merger. Enel, as the ultimate controlling shareholder of Enersis Américas both before and after the merger, currently has, and will continue have, the power to determine the outcome of substantially all material matters that require shareholders’ votes, such as the election of the majority of its Board members and, subject to contractual and legal restrictions, its dividend policy. Enel also exercises, and is expected to exercise, decisive influence over Enersis Américas’ business strategy and operations. Its interests may in some cases differ from those of its minority shareholders. For example, Enel conducts its business operations in the field of renewable energies in South America through Enel Green Power S.p.A. and in the Chilean electricity business through Enersis Chile, in neither of which Enersis Américas has equity interests. Any present or future conflict of interest affecting Enel may be resolved against Enersis Américas’ best interests in these matters. As a consequence, Enersis Américas’ growth may be potentially limited, and its business and results of operations may be adversely affected.

Lawsuits against Enersis Américas brought outside of the South American countries in which it operates or complaints against it based on foreign legal concepts may be unsuccessful.

All of Enersis Américas’ assets are located outside of the United States. All of its directors and all of its officers reside outside of the United States and most of their assets are located outside the United States as well. If any investor were to bring a lawsuit against its directors, officers or experts in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons, or to enforce against them, in United States or Chilean courts, judgments obtained in United States courts based upon the civil liability provisions of the federal securities laws of the United States. In addition, there is doubt as to whether an action could be brought successfully in Chile on the basis of liability based solely upon the civil liability provisions of the United States federal securities laws.

Risks Related to Ownership of Endesa Américas Common Stock

Endesa Américas’ controlling shareholder may exert substantial influence over it and may have a different strategic view for its development than that of its minority shareholders.

Enel beneficially owns 60.6% of Enersis Américas’ share capital, and Enersis Américas owns 59.98% of Endesa Américas’ outstanding capital stock. Enel, as the ultimate controlling shareholder of Endesa Américas, has the power to determine the outcome of substantially all material matters that require shareholders’ votes, such as the election of the majority of its Board members and, subject to contractual and legal restrictions, its dividend policy. Enel also exercises decisive influence over its business strategy and operations. Its interests may in some cases differ from those of its minority shareholders. For example, Enel conducts its business operations in the field of renewable energies in South America through Enel Green Power S.p.A., in which Endesa Américas does not have an equity interest. Any present or future conflict of interest affecting Enel may be resolved against Endesa Américas’ best interests in these matters. As a consequence, Endesa Américas’ growth may be potentially limited, and its business and results of operations may be adversely affected.

There may not be a liquid market for Endesa Américas’ shares.

There can be no assurance as to the liquidity of any markets that may develop for Endesa Américas’ shares or ADSs or the price at which its shares or ADSs may trade. The Chilean securities markets are substantially smaller and less liquid than the major securities markets in the United States. In addition, the Chilean securities markets may be affected materially by developments in other emerging markets. The low liquidity of the Chilean securities markets may impair the ability of its shareholders to sell their shares, or holders of its ADSs to sell

 

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shares of its common stock withdrawn from the ADS program, into the Chilean securities markets in the amounts and at the prices and times they wish to do so. Also, the liquidity and the market for its shares or ADSs may be affected by a number of factors including variations in exchange and interest rates, the deterioration and volatility of the markets for similar securities and any changes in its liquidity, financial condition, creditworthiness, results and profitability and uncertainty with respect to the consummation of the merger. As a result, the initial trading prices of its shares and ADSs may not be indicative of future trading prices. In addition, trading of its shares and ADSs, in the aggregate, may be significantly less liquid than trading of Endesa Chile’s shares and ADSs before the Spin-Off.

Endesa Chile’s historical performance will not be representative of Endesa Américas’ performance as a separate company.

Endesa Américas’ combined financial statements are based on the historical results of operations and historical bases of the assets and liabilities of the former non-Chilean businesses of Endesa Chile. Its historical performance might have been different if it had been a separate, combined entity during the periods presented. The historical carve-out financial information included in this joint information statement/prospectus is not necessarily indicative of what its results of operations, financial position and cash flows will be in the future. There may be changes that will occur in its cost structure, funding and operations as a result of its separation from Endesa Chile, including increased costs associated with reduced economies of scale, and increased costs associated with being a stand-alone publicly traded company.

Endesa Américas may face difficulty in financing its operations and capital expenditures following the Spin-Off, which could have an adverse impact on its business and results.

Endesa Américas may need to incur debt or issue additional equity in order to fund working capital and capital expenditures or to make acquisitions and other investments following the Spin-Off. There can be no assurance that debt or equity financing will be available to it on acceptable terms, if at all. As a result of the Spin-Off, it may also become more expensive for it to raise funds through the issuance of debt than it was prior to the consummation of the Spin-Off. If it is not able to obtain sufficient financing on attractive terms, it could have a material adverse effect on Endesa Américas’ business, results of operations and financial condition.

 

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THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF ENERSIS AMÉRICAS

General

A copy of this document is being mailed to you as a registered shareholder of Enersis Américas resident in the United States or as a holder of record of Enersis Américas ADSs as of the close of business on August 31, 2016, in connection with the solicitation of powers of attorney and votes by the Board of Directors of Enersis Américas for use at the Enersis Américas extraordinary shareholders’ meeting. If you hold Enersis Américas ADSs, an ADS voting instruction card relating to the Enersis Américas extraordinary shareholders’ meeting is also being mailed to you with each copy of this document. This document also constitutes a prospectus covering the issuance of Enersis Américas shares and ADSs in connection with the merger.

The Enersis Américas extraordinary shareholders’ meeting is scheduled to be held at Enersis Stadium, Carlos Medina No. 858, Independencia, Santiago, Chile, on September 28, 2016, at 9:30 A.M., local time.

This document is first being mailed to Enersis Américas shareholders resident in the United States on or about September     , 2016. In addition, this document and the accompanying ADS voting instruction card are first being mailed to Enersis Américas ADS holders following the determination of holders of ADRs as of August 31, 2016, the record date fixed by the depositary for purposes of determining entitlement to vote the shares of Enersis Américas common stock underlying Enersis Américas ADSs.

If you are an Enersis Américas ADS holder, you are requested to promptly sign, date and return the ADS voting instruction card to the depositary. If you do not return a properly executed ADS voting instruction card, the depositary may give a discretionary proxy to vote the shares underlying your Enersis Américas ADSs to the Chairman of the Board of Directors of Enersis Américas and you will be counted as present for quorum purposes. If such a discretionary proxy is granted to the Chairman of the Board, Enersis Américas intends to vote these shares in favor of the merger proposals.

You should not forward any ADRs with your ADS voting instruction card.

Matters to be Considered at the Enersis Américas Extraordinary Shareholders’ Meeting

At the meeting, Enersis Américas shareholders will consider and vote upon the approval of the merger described in this joint information statement/prospectus and various related matters.

Record Date

Only holders of record of Enersis Américas shares at the close of business on September 13, 2016 are entitled to receive notice of the extraordinary shareholders’ meeting. Only Enersis Américas’ holders of record at midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the shareholders’ meeting) will be entitled to vote at the shareholders’ meeting. The depositary has also fixed August 31, 2016 as the record date for purposes of determining entitlement to vote the shares of Enersis Américas common stock underlying Enersis Américas ADSs.

Quorum

The presence, in person or by power of attorney, of the holders of Enersis Américas common stock (including common stock underlying Enersis Américas ADSs) having at least a majority of the votes attributable to the shares of Enersis Américas common stock with voting rights outstanding and entitled to vote at the Enersis Américas extraordinary shareholders’ meeting is necessary to constitute a quorum at such meeting. Enel Iberoamérica, which beneficially owns 60.6% of the outstanding Enersis Américas common stock, can establish a quorum at the meeting without the attendance of any other shareholder. Additionally, upon the written request of Enersis Américas, the depositary will represent all shares of Enersis Américas common stock underlying Enersis Américas ADSs at any shareholders’ meeting for the sole purpose of establishing quorum at such meeting.

 

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Votes Required and Voting by Power of Attorney or ADS Proxies

General

Under Chilean law, shareholders may vote at a shareholders’ meeting only in person or by appointing, through a power of attorney, an attorney-in-fact to attend and vote his or her shares at the shareholders’ meeting. If you are a shareholder and wish to vote your shares but cannot or do not wish to attend the shareholders’ meeting, you must appoint, through a power of attorney, an attorney-in-fact to attend the shareholders’ meeting and vote your shares on your behalf. ADS holders may vote only by completing and returning to the depositary the ADS voting instruction card accompanying the depositary’s Notice of Extraordinary Shareholders’ Meeting of Enersis Américas and this joint information statement/prospectus. For more information regarding how shareholders may vote, including by appointing an attorney-in-fact, see “—Shareholder Voting Procedures.” For more information regarding how ADS holders may vote, see “—ADS Voting Procedures.”

The vote of Enersis Américas shareholders required for approval of the merger proposal is based on the number of outstanding shares of common stock with voting rights of Enersis Américas, not on the number of Enersis Américas shares which are actually voted at the meeting. If a quorum is not obtained, Enersis Américas expects that the meeting will be postponed or adjourned for the purpose of allowing additional time for obtaining additional powers of attorney or votes. If, however, a quorum is obtained but fewer shares of Enersis Américas common stock with voting rights are voted in favor of approval of the merger than the number required for approval, then under Chilean law neither Enersis Américas’ shareholders nor the Board of Directors of Enersis Américas may move to suspend or otherwise terminate the meeting or the voting.

Under Chilean law the authority granted pursuant to a power of attorney is broad and would permit the attorney-in-fact to vote all of your shares on your behalf, and would allow your shares to be counted for quorum purposes, even if the terms of the proposed merger change (including a different merger exchange ratio).

Votes Required

Approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal presented by the Enersis Américas Board of Directors for the consideration and vote of shareholders at the Enersis Américas extraordinary shareholders’ meeting require the affirmative vote of at least two-thirds of the outstanding common stock with voting rights of Enersis Américas. Approval of other proposals presented by the Board of Directors for the consideration and vote of shareholders at the meeting requires the affirmative vote of at least a majority of the outstanding common stock with voting rights of Enersis Américas. Enel Iberoamérica currently beneficially holds 60.6% of the outstanding common stock of Enersis Américas, and will be entitled to vote its shares of common stock on all matters at the meeting, and intends to vote its shares in favor of each of the proposals. As a result, all proposals, other than approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal, will be approved without need for any additional votes of minority shareholders of Enersis Américas.

Shareholder Voting Procedures

Under Chilean law, shareholders may vote at a shareholders’ meeting only in person or by appointing , through a power of attorney, an attorney-in-fact to attend and vote his or her shares at the shareholders’ meeting. If you are a shareholder and cannot or do not wish to attend the shareholders’ meeting, you must appoint, through a power of attorney, an attorney-in-fact to attend the shareholders’ meeting and vote your shares on your behalf.

Under Chilean law a shareholder may appoint by power of attorney any person as that shareholder’s “attorney-in-fact” to represent the shareholder at the shareholders’ meeting. The attorney-in-fact does not need to be a shareholder of Enersis Américas.

 

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Chilean law requires that a power of attorney be completed in a specific manner in order for it to be valid for purposes of appointing an attorney-in-fact to vote shares at a shareholders’ meeting. In order for a power of attorney to be valid it must be granted in writing for all of the shares held by the shareholder at midnight (the end of the day) of the fifth Chilean business day prior to the shareholder meeting. In addition, the power of attorney must state:

 

    the place and date the power of attorney is issued,

 

    the name of the attorney-in-fact that is being granted the power of attorney,

 

    the name of the shareholder that is granting the power of attorney,

 

    the type and date of shareholders’ meeting for which the power of attorney is granted (the meeting at which the proposed merger will be voted on is an “extraordinary shareholders’ meeting”),

 

    that the attorney-in-fact may exercise all rights of the granting shareholder at the shareholders’ meeting,

 

    that the power of attorney may be freely delegated at any time,

 

    that the power of attorney may only be revoked by a power of attorney, signed by the same shareholder and that is issued on a date that is later than the date of the power of attorney being revoked.

Please note that a Chilean power of attorney does not require instructing the attorney-in-fact how to vote the shares, i.e., for or against the proposition. A Chilean power of attorney grants the attorney-in-fact the right to vote the shares in his or her discretion, unless specific voting instructions were provided in the power of attorney.

Powers of attorney that are granted for a shareholders’ meeting that is not held on the date first convened due to:

 

    a lack of quorum,

 

    defects in convocation of the meeting, or

 

    a suspension ordered by the Board of Directors or the SVS,

are valid at any later meeting called by the Board if that meeting is held within 45 days after the date originally set for the meeting and the same items of business are to be discussed and voted on at that later meeting.

Pursuant to the Chilean Companies Act, extraordinary shareholders’ meetings are called by the Board of Directors to discuss and vote on specific items of business. In addition, only those items of business specified in the notice sent by the Board to shareholders for the purpose of calling and setting the date for the extraordinary shareholders’ meeting may be discussed and voted on at that meeting. Accordingly, attorneys-in-fact may only vote on the matters specified in the relevant extraordinary shareholders’ meeting notice.

Enersis Américas has prepared a form of power of attorney which may be completed and used by Enersis Américas shareholders to appoint an attorney-in-fact to vote their shares on their behalf at the Enersis Américas extraordinary shareholders’ meeting. You may obtain a copy of this power of attorney form by requesting it from your broker, dealer, bank or nominee or by requesting it directly from Enersis Américas at the address or telephone number specified in Enersis Américas’ Notice of Extraordinary Shareholders’ Meeting included in this joint information statement/prospectus.

ADS Voting Procedures

Enersis Américas ADS holders as of August 31, 2016, the record date fixed by the depositary, will receive by mail from the depositary a notice of the meeting together with a copy of this document and an ADS voting instruction card. Holders of Enersis Américas ADSs as of such record date may, in accordance with the

 

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procedures communicated by the depositary, instruct the depositary to vote the shares of common stock underlying their ADSs in favor of or against the merger. The depositary will vote such shares of Enersis Américas common stock in accordance with such instructions, without itself exercising any voting discretion.

Note that if the proposal to be voted on as described on the ADS voting instruction card is modified at the extraordinary shareholders’ meeting, the depositary will not vote your shares underlying your ADSs on that matter and will treat your vote as an uninstructed vote, as described below.

As provided by the deposit agreement, if the depositary receives no instructions from an Enersis Américas ADS holder, such ADS holder will be deemed, and the depositary will deem such ADS holder, to have instructed the depositary to give a discretionary proxy with full power of substitution to the Chairman of the Board of Directors of Enersis Américas or to a person designated by him, to vote the shares underlying the Enersis Américas ADSs on any matters at the shareholders’ meeting, and the depositary will give such a discretionary proxy, except that no such instruction shall be deemed and no such discretionary proxy shall be given with respect to any matter as to which (i) the Chairman of the Board directs the depositary that he does not wish such proxy to be given, (ii) substantial opposition exists by the holders of Enersis Américas ADS or (iii) such matter materially and adversely affects the rights of Enersis Américas ADS holders. If the discretionary proxy is granted to the Chairman of the Board, Enersis Américas intends to vote these shares in favor of the merger proposals.

Principal Shareholder

Enel Iberoamérica holds beneficial ownership of 60.6% of the shares of Enersis Américas common stock outstanding as of the date of this joint information statement/prospectus. Enel Iberoamérica intends to vote all such shares in favor of the merger.

Security Ownership by Enersis Américas Management

See “Information About Enersis Américas—Principal Shareholder.”

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

Enersis Américas Shareholders

Pursuant to the Chilean Companies Act, Enersis Américas’ shareholders who elect to dissent from the approval of the merger will not have appraisal rights. However, Enersis Américas shareholders who dissent from approval of the merger, and who provide Enersis Américas with the required notice of withdrawal, will have the right to exercise statutory merger dissenters’ withdrawal rights and to receive from Enersis Américas a cash payment equivalent to the weighted average of the closing prices for Enersis Américas shares as reported on the Chilean Stock Exchanges during the 60-trading day period preceding the 30th trading day prior to the date on which the merger is approved.

If you hold Enersis Américas common stock, you may exercise your statutory merger dissenters’ withdrawal rights either by voting your shares against the merger at the extraordinary shareholders’ meeting and by sending a written notice of withdrawal to Enersis Américas within 30 calendar days from the date of the extraordinary shareholders’ meeting or, if you do not attend the extraordinary shareholders’ meeting, by sending a written notice of withdrawal to Enersis Américas within 30 calendar days from the date of the extraordinary shareholders’ meeting. This means that Enersis Américas must receive your written notice on or before October 28, 2016. This notice of withdrawal must specifically state that you are electing to exercise statutory merger dissenters’ withdrawal rights because you disagree with the merger of Endesa Américas and Chilectra Américas into Enersis Américas as approved at the Enersis Américas extraordinary shareholders’ meeting. You must send your notice of withdrawal by certified or registered mail to Enersis Américas or, alternatively, arrange for a Chilean notary public to present and certify your notice of withdrawal to the Enersis Américas Board of Directors. If you are an Enersis Américas shareholder and you vote in favor of the merger or if you attend

 

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the extraordinary shareholders’ meeting and vote to abstain, you will NOT be eligible to exercise statutory merger dissenters’ withdrawal rights under Chilean law.

Enersis Américas ADS Holders

Enersis Américas ADS holders own beneficial interests in Enersis Américas shares that are held by the depositary for Enersis Américas ADSs. Enersis Américas ADS holders do not hold Enersis Américas shares directly and are not listed as shareholders on the share registry of Enersis Américas. Therefore, any Enersis Américas ADS holder that wishes to exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel such holder’s ADSs and become a registered shareholder of Enersis Américas not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the extraordinary shareholders’ meeting) and then follow the procedures for exercising statutory merger dissenters’ withdrawal rights as a shareholder as described above under “—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights—Enersis Américas Shareholders.” If you wish to dissent from the proposed merger and exercise your statutory merger dissenters’ withdrawal rights, we urge you to contact your broker, dealer, bank or nominee and follow their instructions as to how you must instruct them to cancel your Enersis Américas ADSs.

Please note that under Chilean law, shareholders must receive notice of the shareholders’ meeting not less than 15 nor more than 20 days before the date of the shareholders’ meeting. Only Enersis Américas holders of record at midnight (the end of the date) on September 22, 2016 (the fifth Chilean business day prior to the shareholders’ meeting) will be entitled to vote at the meeting. Therefore, Enersis Américas ADS holders that do not cancel their ADSs and become record shareholders of Enersis Américas on or before September 22, 2016 will not have the right to dissent from the merger under Chilean law for purposes of exercising statutory merger dissenters’ withdrawal rights. In the event the merger is not consummated, Enersis Américas will not purchase shares from the shareholders exercising statutory merger dissenters’ withdrawal rights. Therefore, if the merger is not consummated, Enersis Américas ADS holders who cancelled their ADSs to become shareholders of record of Enersis Américas will continue to be shareholders and may incur additional fees in order to redeposit their shares into the ADR program. See “Risk Factors—Risks Related to the Merger.”

 

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THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF ENDESA AMÉRICAS

General

A copy of this document is being mailed to you as a registered shareholder of Endesa Américas resident in the United States or as a holder of record of Endesa Américas ADSs as of the close of business on August 31, 2016, in connection with the solicitation of powers of attorney and votes by the Board of Directors of Endesa Américas for use at the Endesa Américas extraordinary shareholders’ meeting. If you hold Endesa Américas ADSs, an ADS voting instruction card relating to the Endesa Américas extraordinary shareholders’ meeting is also being mailed to you with each copy of this document. This document also constitutes a prospectus covering the issuance of Enersis Américas shares and ADSs in connection with the merger.

The Endesa Américas extraordinary shareholders’ meeting is scheduled to be held at Enersis Stadium, Carlos Medina No. 858, Independencia, Santiago, Chile, on September 28, 2016, at 2:00 P.M., local time.

This document is first being mailed to Endesa Américas shareholders resident in the United States on or about September         , 2016. In addition, this document and the accompanying ADS voting instruction card are first being mailed to Endesa Américas ADS holders following the determination of holders of ADRs as of August 31, 2016, the record date fixed by the depositary for purposes of determining entitlement to vote the shares of Endesa Américas common stock underlying Endesa Américas ADSs.

If you are an Endesa Américas ADS holder, you are requested to promptly sign, date and return the ADS voting instruction card to the depositary. If you do not return a properly executed ADS voting instruction card, the depositary may give a discretionary proxy to vote the shares underlying your Endesa Américas ADSs to the Chairman of the Board of Directors of Endesa Américas and you will be counted as present for quorum purposes. If such a discretionary proxy is granted to the Chairman of the Board, Endesa Américas intends to vote these shares in favor of the merger proposals.

You should not forward any ADRs with your ADS voting instruction card. When all conditions to completion of the merger have been satisfied and a date for the exchange of shares has been set by Enersis Américas, you will be sent a transmittal form which will include instructions for the return and exchange of Endesa Américas ADRs. See “—The Merger—Exchange of Stock Certificates by Endesa Américas Shareholders” and “—Exchange of ADRs by Endesa Américas Shareholders.”

Matters to be Considered at the Endesa Américas Extraordinary Shareholders’ Meeting

At the meeting, Endesa Américas shareholders will consider and vote upon the approval of the merger described in this joint information statement/prospectus and various related matters.

Record Date

Only holders of record of Endesa Américas shares at the close of business on September 13, 2016 are entitled to receive notice of the extraordinary shareholders’ meeting. Only Endesa Américas’ holders of record at midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the shareholders’ meeting) will be entitled to vote at the meeting. The depositary has also fixed August 31, 2016 as the record date for purposes of determining entitlement to notice of the extraordinary shareholders’ meeting and to notice of the extraordinary shareholders’ meeting and to vote the shares of Endesa Américas’ common stock underlying Endesa Américas’ ADSs.

Quorum

The presence, in person or by power of attorney, of the holders of Endesa Américas common stock (including common stock underlying Endesa Américas ADSs) having at least a majority of the votes attributable to the shares of Endesa Américas common stock with voting rights outstanding and entitled to vote at the

 

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Endesa Américas extraordinary shareholders’ meeting is necessary to constitute a quorum at such meeting. Enersis Américas, which beneficially owns 59.98% of the outstanding Endesa Américas common stock, can establish a quorum at the meeting without the attendance of any other shareholder. Additionally, upon the written request of Endesa Américas, the depositary will represent all shares of Endesa Américas common stock underlying Endesa Américas ADSs at any shareholders’ meeting for the sole purpose of establishing quorum at such meeting.

Votes Required and Voting by Power of Attorney or ADS Proxies

General

Under Chilean law, shareholders may vote at a shareholders’ meeting only in person or by appointing, through a power of attorney, an attorney-in-fact to attend and vote his or her shares at the shareholders’ meeting. If you are a shareholder and wish to vote your shares but cannot or do not wish to attend the shareholders’ meeting, you must appoint, through a power of attorney, an attorney-in-fact to attend the shareholders’ meeting and vote your shares on your behalf. ADS holders may vote only by completing and returning to the depositary the ADS voting instruction card accompanying the depositary’s Notice of General Shareholders’ Meeting of Endesa Américas and this joint information statement/prospectus. For more information regarding how shareholders may vote, including by appointing an attorney-in-fact, see “—Shareholder Voting Procedures.” For more information regarding how ADS holders may vote, see “—ADS Voting Procedures.”

The vote of Endesa Américas shareholders required for approval of the merger proposal is based on the number of outstanding shares of common stock with voting rights of Endesa Américas, not on the number of Endesa Américas shares which are actually voted at the meeting. If a quorum is not obtained, Endesa Américas expects that the meeting will be postponed or adjourned for the purpose of allowing additional time for obtaining additional powers of attorney or votes. If, however, a quorum is obtained but fewer shares of Endesa Américas common stock with voting rights are voted in favor of approval of the merger than the number required for approval, then under Chilean law neither Endesa Américas’ shareholders nor the Board of Directors of Endesa Américas may move to suspend or otherwise terminate the meeting or the voting.

Under Chilean law the authority granted pursuant to a power of attorney is broad and would permit the attorney-in-fact to vote all of your shares on your behalf, and would allow your shares to be counted for quorum purposes, even if the terms of the proposed merger change (including a different merger exchange ratio).

Votes Required

Approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal presented by the Endesa Américas Board of Directors for the consideration and vote of shareholders at the Endesa Américas extraordinary shareholders’ meeting require the affirmative vote of at least two-thirds of the outstanding common stock with voting rights of Endesa Américas. Approval of other proposals presented by the Board of Directors for the consideration and vote of shareholders at the meeting requires the affirmative vote of at least a majority of the outstanding common stock with voting rights of Endesa Américas. Enersis Américas currently holds 59.98% of the outstanding common stock of Endesa Américas, and will be entitled to vote its shares of common stock on all matters at the meeting, and intends to vote its shares in favor of each of the proposals. In addition, Mr. Raúl Arteaga, the Chief Financial Officer of Endesa Américas, intends to vote his 11,603 shares of Endesa Américas in favor of each of the proposals. As a result, all proposals, other than approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal, will be approved without need for any additional votes of minority shareholders of Endesa Américas.

Shareholder Voting Procedures

Under Chilean law, shareholders may vote at a shareholders’ meeting only in person or by appointing , through a power of attorney, an attorney-in-fact to attend and vote his or her shares at the shareholders’ meeting.

 

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If you are a shareholder and cannot or do not wish to attend the shareholders’ meeting, you must appoint , through a power of attorney, an attorney-in-fact to attend the shareholders’ meeting and vote your shares on your behalf.

Under Chilean law a shareholder may appoint by power of attorney any person as that shareholder’s “attorney-in-fact” to represent the shareholder at the shareholders’ meeting. The attorney-in-fact does not need to be a shareholder of Endesa Américas.

Chilean law requires that a power of attorney be completed in a specific manner in order for it to be valid for purposes of appointing an attorney-in-fact to vote shares at a shareholders’ meeting. In order for a power of attorney to be valid it must be granted in writing for all of the shares held by the shareholder at midnight (the end of the day) of the fifth Chilean business day prior to the shareholders’ meeting. In addition, the power of attorney must state:

 

    the place and date the power of attorney is issued,

 

    the name of the attorney-in-fact that is being granted the power of attorney,

 

    the name of the shareholder that is granting the power of attorney,

 

    the type and date of shareholders’ meeting for which the power of attorney is granted (the meeting at which the proposed merger will be voted on is an “extraordinary shareholders’ meeting”),

 

    that the attorney-in-fact may exercise all rights of the granting shareholder at the shareholders’ meeting,

 

    that the power of attorney may be freely delegated at any time,

 

    that the power of attorney may only be revoked by a power of attorney, signed by the same shareholder and that is issued on a date that is later than the date of the power of attorney being revoked.

Please note that a Chilean power of attorney does not require instructing the attorney-in-fact how to vote the shares, i.e., for or against the proposition. A Chilean power of attorney grants the attorney-in-fact the right to vote the shares in his or her discretion, unless specific voting instructions were provided in the power of attorney.

Powers of attorney that are granted for a shareholders’ meeting that is not held on the date first convened due to:

 

    a lack of quorum,

 

    defects in convocation of the meeting, or

 

    a suspension ordered by the Board of Directors or the SVS,

are valid at any later meeting called by the Board if that meeting is held within 45 days after the date originally set for the meeting and the same items of business are to be discussed and voted on at that later meeting.

Pursuant to the Chilean Companies Act, extraordinary shareholders’ meetings are called by the Board of Directors to discuss and vote on specific items of business. In addition, only those items of business specified in the notice sent by the Board to shareholders for the purpose of calling and setting the date for the extraordinary shareholders’ meeting may be discussed and voted on at that meeting. Accordingly, attorneys-in-fact may only vote on the matters specified in the relevant extraordinary shareholders’ meeting notice.

Endesa Américas has prepared a form of power of attorney which may be completed and used by Endesa Américas shareholders to appoint an attorney-in-fact to vote their shares on their behalf at the Endesa Américas extraordinary shareholders’ meeting. You may obtain a copy of this power of attorney form by requesting it from your broker, dealer, bank or nominee or by requesting it directly from Endesa Américas at the address or telephone number specified in Endesa Américas’ Notice of Extraordinary Shareholders’ Meeting included in this joint information statement/prospectus.

 

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ADS Voting Procedures

Endesa Américas ADS holders as of August 31, 2016, the record date fixed by the depositary, will receive by mail from the depositary a notice of the meeting together with a copy of this document and an ADS voting instruction card. Holders of Endesa Américas ADSs as of such record date may, in accordance with the procedures communicated by the depositary, instruct the depositary to vote the shares of common stock underlying their ADSs in favor of or against the merger. The depositary will vote such shares of Endesa Américas common stock in accordance with such instructions, without itself exercising any voting discretion.

Note that if the proposal to be voted on as described on the ADS voting instruction card is modified at the extraordinary shareholders’ meeting, the depositary will not vote your shares underlying your ADSs on that matter and will treat your vote as an uninstructed vote, as described below.

As provided by the deposit agreement, if the depositary receives no instructions from an Endesa Américas ADS holder, such ADS holder will be deemed, and the depositary will deem such ADS holder, to have instructed the depositary to give a discretionary proxy with full power of substitution, to the Chairman of the Board of Directors of Endesa Américas or to a person designated by him, to vote the shares underlying the Endesa Américas ADSs on any matters at the shareholders’ meeting, and the depositary will give such a discretionary proxy, except that no such instruction shall be deemed and no such discretionary proxy shall be given with respect to any matter as to which (i) the Chairman of the Board directs the depositary that he does not wish such proxy to be given, (ii) substantial opposition exists by the holders of Endesa Américas ADS or (iii) such matter materially and adversely affects the rights of Endesa Américas ADS holders. If the discretionary proxy is granted to the Chairman of the Board, Endesa Américas intends to vote these shares in favor of the merger proposals.

Principal Shareholder

Enersis Américas holds 59.98% of the shares of Endesa Américas common stock outstanding as of the date of this joint information statement/prospectus. Enersis Américas intends to vote all such shares in favor of the merger.

Security Ownership by Endesa Américas and Enersis Américas Management

As of September 6, 2016, no Endesa Américas’ directors and officers beneficially owned shares of Endesa Américas common stock, other than Raúl Arteaga, the Chief Financial Officer, who beneficially owned 11,603 shares of Endesa Américas’ common stock. As of September 6, 2016, Enersis Américas’ directors and officers beneficially owned, in the aggregate, shares of Endesa Américas’ common stock that represent less than one percent of the voting power of Endesa Américas. See “Information About Endesa Américas—Principal Shareholder.”

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

Endesa Américas Shareholders

Pursuant to the Chilean Companies Act, Endesa Américas’ shareholders who elect to dissent from approval of the merger will not have appraisal rights. However, Endesa Américas shareholders who dissent from approval of the merger, and who provide Endesa Américas with the required notice of withdrawal, will have the right to exercise statutory merger dissenters’ withdrawal rights and to receive from Endesa Américas a cash payment equivalent to the weighted average of the closing prices for Endesa Américas shares as reported on the Chilean Stock Exchanges during the 60-trading day period preceding the 30th trading day prior to the date on which the merger is approved.

If you hold Endesa Américas common stock, you may exercise your statutory merger dissenters’ withdrawal rights either by voting your shares against the merger at the extraordinary shareholders’ meeting and by sending a written notice of withdrawal to Endesa Américas within 30 calendar days from the date of the extraordinary shareholders’ meeting or, if you do not attend the extraordinary shareholders’ meeting, by sending a written notice of withdrawal to Endesa Américas within 30 calendar days from the date of the extraordinary

 

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shareholders’ meeting. This means that Endesa Américas must receive your written notice on or before October 28, 2016. This notice of withdrawal must specifically state that you are electing to exercise statutory merger dissenters’ withdrawal rights because you disagree with the merger of Endesa Américas and Chilectra Américas into Enersis Américas as approved at the Endesa Américas extraordinary shareholders’ meeting. You must send your notice of withdrawal by certified or registered mail to Endesa Américas or, alternatively, arrange for a Chilean notary public to present and certify your notice of withdrawal to the Endesa Américas Board of Directors. If you are an Endesa Américas shareholder and you vote in favor of the merger or if you attend the extraordinary shareholders’ meeting and vote to abstain, you will NOT be eligible to exercise statutory merger dissenters’ withdrawal rights under Chilean law.

Endesa Américas ADS Holders

Endesa Américas ADS holders own beneficial interests in Endesa Américas shares that are held by the depositary for Endesa Américas ADSs. Endesa Américas ADS holders do not hold Endesa Américas shares directly and are not listed as shareholders on the share registry of Endesa Américas. Therefore, any Endesa Américas ADS holder that wishes to exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel such holder’s ADSs and become a registered shareholder of Endesa Américas not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the extraordinary shareholders’ meeting) and then follow the procedures for exercising statutory merger dissenters’ withdrawal rights as a shareholder as described above under “—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights—Endesa Américas Shareholders.” If you wish to dissent from the proposed merger and exercise your statutory merger dissenters’ withdrawal rights, we urge you to contact your broker, dealer, bank or nominee and follow their instructions as to how you must instruct them to cancel your Endesa Américas ADSs.

Please note that under Chilean law, shareholders must receive notice of the extraordinary shareholders’ meeting not less than 15 nor more than 20 days before the date of the extraordinary shareholders’ meeting. Only Endesa Américas holders of record at midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the shareholders’ meeting) will be entitled to vote at the meeting. Therefore, Endesa Américas ADS holders that do not cancel their ADSs and become record shareholders of Endesa Américas on or before September 22, 2016 will not have the right to dissent from the merger under Chilean law for purposes of exercising statutory merger dissenters’ withdrawal rights. In the event the merger is not consummated, Endesa Américas will not purchase shares from the shareholders exercising statutory merger dissenters’ withdrawal rights. Therefore, if the merger is not consummated, Endesa Américas ADS holders who cancelled their ADSs to become shareholders of record of Endesa Américas will continue to be shareholders and may incur additional fees in order to redeposit their shares into the ADR program. See “Risk Factors—Risks Related to the Merger.”

Tender Offers by Enersis Américas for Endesa Américas Shares and ADSs

Prior to the consummation of the merger, Enersis Américas intends to conduct tender offers for any and all of the outstanding shares of Endesa Américas (including in the form of ADSs), other than shares held by Enersis Américas, at a tender offer price of Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS (each representing 30 Endesa Américas shares), or the equivalent in U.S. dollars. The tender offers are expected to launch prior to the extraordinary shareholders’ meetings to approve the merger and the consummation of the tender offers will be contingent on, among other things, (i) the approval of the merger by the relevant shareholders at the extraordinary shareholders’ meetings pursuant to the Chilean Companies Act, (ii) less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the statutory merger dissenters’ withdrawal rights in connection with the merger, provided that no shareholder will own more than 65% of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights, and (iii) the absence of any material adverse effect on Endesa Américas and its subsidiaries. All holders of Endesa Américas shares and Endesa Américas ADSs (other than Enersis Américas) may also participate in the tender offers by Enersis Américas and receive cash, regardless of their vote on the merger or whether they vote at all, and will have three

 

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alternatives in connection with the merger: (i) participate in the merger and receive shares or ADSs of the Enersis Américas (the surviving company after the merger), as applicable; (ii) dissent from the merger and exercise statutory merger dissenters’ withdrawal rights provided under Chilean law and receive specified formula price in cash; or (iii) tender Endesa Américas shares or Endesa Américas ADSs in the tender offers and receive the tender offer price in cash. See “The Tender Offers”.

The description of the tender offers in this joint information statement/prospectus is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of Endesa Américas. When the tender offers are commenced, Enersis Américas will make available the tender offer materials to the shareholders of Endesa Américas and file such materials with the SEC in accordance with applicable U.S. federal securities laws and SEC rules. In that event, shareholders and investors are urged to read the tender offer materials because they will contain important information, including the full details of the tender offers. Shareholders and investors may obtain free copies of the tender offer materials that Enersis Américas files with the SEC at the SEC’s website at www.sec.gov and will receive information at an appropriate time on how to obtain tender offer materials for free from Enersis Américas. These documents are not currently available and their availability is subject to the commencement of the tender offers.

 

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THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF CHILECTRA AMÉRICAS

General

The Chilectra Américas extraordinary shareholders’ meeting is scheduled to be held at the Chilectra Auditorium at the company’s offices at Santa Rosa 76, Santiago, Chile, on September 28, 2016, at noon, local time.

Matters to be Considered at the Chilectra Américas Extraordinary Shareholders’ Meeting

At the meeting, Chilectra Américas shareholders will consider and vote upon the approval of the merger described in this joint information statement/prospectus and various related matters.

Votes Required

Approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal presented by the Chilectra Américas Board of Directors for the consideration and vote of shareholders at the Chilectra Américas extraordinary shareholders’ meeting require the affirmative vote of at least two-thirds of the outstanding common stock with voting rights of Chilectra Américas. Approval of other proposals presented by the Board of Directors for the consideration and vote of shareholders at the meeting requires the affirmative vote of at least a majority of the outstanding common stock of Chilectra Américas. Enersis Américas currently holds 99.1% of the outstanding common stock with voting rights of Chilectra Américas, and will be entitled to vote its shares of common stock on all matters at the meeting, and intends to vote its shares in favor of each of the proposals. As a result, all proposals, including approval of the merger as a related party transaction, the merger proposal and the capital reduction proposal, will be approved without need for any additional votes of minority shareholders of Chilectra Américas.

 

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THE MERGER

The Parties

When we describe our business, including in the description under the caption “Enersis Américas”, below, we are referring to Enersis Américas S.A. and its consolidated subsidiaries. Endesa Américas S.A. and Chilectra Américas S.A. are our consolidated subsidiaries and when we describe Enersis Américas we include Endesa Américas and its consolidated subsidiaries and Chilectra Américas and its consolidated subsidiary in that description. When we refer to Endesa Américas S.A. or Endesa Américas, we mean Endesa Américas and its consolidated subsidiaries, separate from the other businesses of Enersis Américas. When we refer to Chilectra Américas S.A. or Chilectra Américas, we mean Chilectra Américas and its consolidated subsidiary, separate from the other businesses of Enersis Américas.

Enersis Américas

Enersis Américas is an electricity utility company engaged, through its subsidiaries and affiliates, in the generation, transmission and distribution of electricity businesses in Argentina, Brazil, Colombia, and Peru. Enersis Américas is a publicly held limited liability stock corporation that traces its origins to Compañía Chilena de Electricidad Ltda. (“CCE”), which was formed in 1921 and later nationalized in 1970. During the 1980s, the sector was reorganized and CCE’s operations were divided into one generation company and two distribution companies, one with a concession in the Valparaíso Region and the other with a concession in the Santiago metropolitan region, Compañía Chilena Metropolitana de Distribución Eléctrica S.A. From 1982 to 1987, the Chilean electric utility sector went through a process of re-privatization. In August 1988, Compañía Chilena Metropolitana de Distribución Eléctrica S.A., its predecessor company, changed its name to Enersis S.A. On March 1, 2016, the company’s name was changed from Enersis S.A. to Enersis Américas S.A. On April 21, 2016, Enersis Américas spun-off Enersis Chile S.A., which now owns and operates Enersis Américas’ former electricity generation and distribution businesses in Chile, as an independent company to the shareholders of Enersis Américas.

Endesa Américas

Endesa Américas is primarily engaged directly and through its combined entities and jointly-controlled entities in the electricity generation business in Argentina, Colombia and Peru and holds minority interests in electricity generation, distribution and transmission operations in Brazil. Endesa Américas is a publicly held limited liability stock corporation that was organized under the laws of the Republic of Chile on March 1, 2016. It traces its origins to the establishment of Empresa Nacional de Electricidad S.A. in 1943. On April 21, 2016, Endesa Américas was spun-off as an independent company to the shareholders of Endesa Chile.

Chilectra Américas

Chilectra Américas is primarily engaged in the distribution of electricity in Argentina, Brazil, Colombia and Peru through economic interests in operating companies. Chilectra Américas is a publicly held limited liability stock corporation that also traces its origins to CCE. In August 1988, Compañía Chilena Metropolitana de Distribución Eléctrica S.A., changed its name to Enersis S.A. and became the new parent company of Distribuidora Chilectra Metropolitana S.A., later renamed Chilectra S.A. On April 21, 2016, Chilectra Américas was spun-off as an independent company to the shareholders of Chilectra.

Conditions to the Merger

The merger will only be completed if:

 

    holders of two-thirds of the outstanding voting shares of each of Enersis Américas, Endesa Américas and Chilectra Américas approve the merger as a related party transaction and the merger proposal,

 

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    less than (i) 10% of the outstanding shares of Enersis Américas, (ii) 10% of the outstanding shares of Endesa Américas and (iii) 0.91% of the outstanding shares of Chilectra Américas exercise statutory merger dissenters’ withdrawal rights in connection with the merger; provided that no shareholder will own more than 65% of the outstanding shares of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights; and

 

    Enersis Américas obtains all Chilean registrations and approvals which are preconditions to the issuance and listing by Enersis Américas of the shares to be exchanged for shares of Endesa Américas and Chilectra Américas.

If one or more of the events described in clauses (i), (ii) or (iii) of the second bullet above occurs within 60 days of the date of the respective shareholders’ meetings that approve the merger, the shareholders of each of the merging companies may agree at a subsequent shareholders’ meeting to waive the condition such that the merger will take effect, subject to compliance with all applicable Chilean and U.S. laws. Holders of two-thirds of the outstanding shares of each of Endesa Américas, Chilectra Américas and Enersis Américas would be required to waive the condition. There can be no assurance that any shareholders’ meeting would be summoned for such purpose.

Please note that Enersis Américas owns 59.98% of the shares of Endesa Américas and 99.1% of the shares of Chilectra Américas and intends to vote all such shares in favor of the merger at the respective extraordinary shareholders’ meetings. As a result, the merger and the Chilectra Américas merger exchange ratio will be approved at the Chilectra Américas extraordinary shareholders’ meeting and unless more than 33.33% of the shares of Enersis Américas or Endesa Américas outstanding five days before the date of the extraordinary shareholders’ meeting (or approximately 85% of the shares of Enersis Américas that Enel Iberoamérica does not own and approximately 83% of the shares of Endesa Américas that Enersis Américas does not own) are voted against the merger as a related party transaction, the merger proposal and the merger exchange ratios, the merger and the merger exchange ratios will be approved at the Enersis Américas and Endesa Américas extraordinary shareholders’ meetings.

Regulatory Approvals

If the merger is approved by two-thirds of the shareholders of each of Enersis Américas, Endesa Américas and Chilectra Américas, Enersis Américas, Endesa Américas and Chilectra Américas must take the following actions and obtain the following regulatory approvals before the merger can be completed and the exchange of shares can be effected:

 

    Enersis Américas, Endesa Américas and Chilectra Américas must each record the minutes of the extraordinary shareholders’ meeting at which its shareholders approved the merger before a Chilean notary public and publish within the 60 following days an abstract of those minutes in the Registry of Commerce (Registro de Comercio), as well as in the Official Gazette (Diario Oficial).

In addition, although not a precondition to the effectiveness of the merger, before the shares of Enersis Américas can be issued in exchange for the shares of Endesa Américas, Enersis Américas must obtain:

 

    approval for the listing on the NYSE of the additional Enersis Américas ADSs to be issued in the merger;

 

    approval for registration of the additional shares of Enersis Américas by the SVS; and

 

    approval of the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaiso Stock Exchange to list the additional Enersis Américas shares.

There are no other regulatory approvals Enersis Américas are seeking to obtain in connection with the merger of Endesa Américas and Enersis Américas. However, in connection with the approval by the SVS of the registration of the issuance of the additional Enersis Américas shares, the SVS will review the issuance to determine whether it complies with Chilean law.

 

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In addition, in connection with the merger and the Enersis Américas ADS program, certain information must be delivered to the Chilean SVS. Enersis Américas must deliver to the SVS copy of its registration statement, of which this joint information statement/prospectus forms a part, and any other information it submits to the SEC in the same form and at the same time its files the registration statement or such other information with the SEC. Enersis Américas must report on a monthly basis the issuance and cancellation of ADSs, number of ADSs traded, and the price and trading volumes. Enersis Américas will also be required to file with the Chilean SVS on a quarterly basis a list of ADS holders.

Enersis Américas can give no assurance as to when or whether any of these approvals and registrations will be obtained, the terms and conditions that may be imposed in connection with their consents and approvals, or the consequences of failing to obtain such consents and approvals.

There are no voting agreements among us and any other party, or among our directors or executive officers and third parties, with respect to the voting of the shares of Enersis Américas or Endesa Américas at the extraordinary shareholders’ meetings.

Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights

Shareholders and ADS Holders

Under the Chilean Companies Act, Enersis Américas and Endesa Américas shareholders who elect to dissent from approval of the merger will not have dissenters’, appraisal or similar rights. However, Enersis Américas and Endesa Américas shareholders who vote against approval of the merger, or if they did not attend the meeting, who notify the applicable company in writing within 30 days of the shareholders’ meeting of their opposition to the merger, and who provide Enersis Américas or Endesa Américas, as the case may be, with the required notice of withdrawal, will have the right to exercise statutory merger dissenters’ withdrawal rights (derecho a retiro) and to receive from Enersis Américas or Endesa Américas, as the case may be, a cash payment equivalent to the weighted average of the closing prices for Enersis Américas shares as reported on the Chilean stock exchanges during the 60-trading day period preceding the 30th trading day prior to the date on which the merger is approved. See “The Extraordinary Shareholders’ Meeting of Enersis Américas—Appraisal Rights/Withdrawal Rights.”

Enersis Américas and Endesa Américas ADS holders own beneficial interests in Enersis Américas and Endesa Américas shares, respectively, that are held by the custodian bank for Enersis Américas’ and Endesa Américas’ ADS programs. Enersis Américas and Endesa Américas holders do not hold Enersis Américas and Endesa Américas shares directly and are not listed as shareholders on Enersis Américas’ and Endesa Américas’ share registry. Therefore, any Enersis Américas or Endesa Américas ADS holder that wishes to exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel such holder’s Enersis Américas or Endesa Américas ADSs, as the case may be, and become a registered shareholder of Enersis Américas not later than midnight (the end of the day) on September 22, 2016 (the fifth Chilean business day prior to the Enersis Américas extraordinary shareholders’ meeting) and then follow the procedures for exercising statutory merger dissenters’ withdrawal rights as a shareholder as described above under “The Extraordinary Shareholders’ Meeting of Enersis Américas—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights—Enersis Américas Shareholders” and “The Extraordinary Shareholders’ Meeting of Endesa Américas—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights— Endesa Américas Shareholders.”

Please note that under Chilean law, shareholders must receive notice of the shareholders’ meeting not less than 15 and no more than 20 days before the date of the shareholders’ meeting. Only Enersis Américas holders of record at midnight (the end of the date) on September 22, 2016 (the fifth Chilean business day prior to the shareholders’ meeting) will be entitled to vote at the meeting. Enersis Américas ADS holders and Endesa Américas ADS holders that do not cancel their ADSs and become record shareholders of Enersis Américas or Endesa Américas, as the case may be, on or before September 22, 2016 will not have the right to dissent from the

 

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merger under Chilean law for purposes of exercising statutory merger dissenters’ withdrawal rights. In the event the merger is not consummated, neither Enersis Américas nor Endesa Américas will purchase shares from the shareholders exercising statutory merger dissenters’ withdrawal rights. Therefore, if the merger is not consummated, Enersis Américas ADS holders and Endesa Américas ADS holders who cancelled their ADSs to become shareholders of record of Enersis Américas and Endesa Américas, as applicable, will continue to be shareholders and may incur additional fees in order to redeposit their shares into the ADR program. See “Risk Factors—Risks Related to the Merger.”

As an alternative to exercising statutory merger dissenters’ withdrawal rights, holders of Endesa Américas shares and Endesa Américas ADSs (other than Enersis Américas) may also participate in the tender offers by Enersis Américas for Endesa Américas shares and Endesa Américas ADSs, which are expected to launch prior to the extraordinary shareholders’ meetings to approve the merger, and receive cash regardless of their vote on the merger or whether they vote at all. The exercise of statutory merger dissenters’ withdrawal rights by shareholders will not in any way limit the right of non-exercising shareholders to tender their Endesa Américas shares and Endesa Américas ADSs in the tender offer. As a result, holders of Endesa Américas shares and Endesa Américas ADSs will have three alternatives in connection with the merger: (i) participate in the merger and receive shares or ADSs of the Enersis Américas (the surviving company after the merger), as applicable; (ii) dissent from the merger and exercise statutory merger dissenters’ withdrawal rights provided under Chilean law and receive a specified formula price in cash; or (iii) tender Endesa Américas shares or Endesa Américas ADSs in the tender offer and receive the tender offer price in cash. See “The Tender Offers”.

Accounting Treatment by Enersis Américas

The merger will be accounted for as an acquisition by Enersis Américas of non-controlling interests in Endesa Américas and Chilectra Américas.

Exchange of Stock Certificates by Endesa Américas Shareholders

As of the date Endesa Américas shares are exchanged for shares of Enersis Américas, Enersis Américas will create and deposit with its stock department, as exchange agent for the benefit of Endesa Américas shareholders, certificates representing Enersis Américas shares issuable in connection with the merger in exchange for Endesa Américas common stock. Endesa Américas’ depositary or its nominee, as the holder of record of all shares of Endesa Américas common stock underlying Endesa Américas ADSs, will be entitled to receive from the exchange agent our shares into which Endesa Américas shares will have been converted pursuant to the Chilean law, plus cash in lieu of fractional shares as described below under “—No Fractional Shares.”

After all of the conditions to the completion of the merger have been satisfied, Enersis Américas will set a date for the exchange of Endesa Américas shares for Enersis Américas shares. Enersis Américas will then publish a notice in a national Chilean newspaper stating when the exchange of shares will occur and when and where Endesa Américas shareholders will be able to exchange certificates representing Endesa Américas shares for certificates representing Enersis Américas shares. On the date of the exchange, all shares of Endesa Américas will automatically convert by operation of Chilean law into shares of Enersis Américas in accordance with the merger exchange ratio. Under Chilean law, each shareholder of Endesa Américas will be deemed by law to be an Enersis Américas shareholder at the time the merger is declared effective and the distribution and exchange of the shares of Endesa Américas for the shares of Enersis Américas takes place at the exchange ratio of 2.8 shares of Enersis Américas for each Endesa Américas share.

Exchange of ADSs by Endesa Américas ADS Holders

General

The exchange agent or depositary will charge an ADS issuance fee of US$ 0.05 per Enersis Américas ADS to the Endesa Américas ADS holders for the exchange of their Endesa Américas ADSs for Enersis Américas ADSs.

 

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If the merger is approved, then as of the effective date of the merger, each share of Endesa Américas’ common stock issued and outstanding immediately prior to the effective date of the merger will be converted into the right to receive 2.8 Enersis Américas shares, and each of Endesa Américas’ ADSs will be converted into the right to receive 1.68 Enersis Américas ADSs. Each Enersis Américas ADS represents 50 Enersis Américas shares.

Promptly following the announcement by Enersis Américas of the date on which shares will be exchanged as described above, the exchange agent will send you letters of transmittal to be used in forwarding your ADRs for surrender and exchange for Enersis Américas ADRs to which you have become entitled and, if applicable, cash in lieu of a fractional Enersis Américas ADS. After receipt of the transmittal form, you should surrender your certificates to the exchange agent, and you will receive in exchange Enersis Américas ADRs evidencing the whole number of Enersis Américas ADSs to which you are entitled and any cash which may be payable in lieu of a fractional ADS. The letter of transmittal will be accompanied by instructions specifying other details of the exchange. You should not send in your ADRs until you receive a letter of transmittal. After the exchange date, you will not be entitled to receive any dividends or other distributions payable by Enersis Américas until your ADR is surrendered. Such dividends and distributions, if any, will be accumulated and, at the time of your surrender, all unpaid dividends and distributions, together with any cash payment in lieu of a fraction of an Enersis Américas ADS, will be paid to you, without interest. Until surrendered, each ADR evidencing Endesa Américas ADSs will, at and after the exchange date, be deemed to represent only the right to receive, upon surrender of such certificate, the Enersis Américas ADRs representing the appropriate number of Enersis Américas ADSs, cash in lieu of a fractional Enersis Américas ADS and dividends and other distributions thereon, if any, declared on or payable to holders of record of Enersis Américas ADSs after the effective date of the merger.

After the expiration of 12 months from the exchange date, the depositary will sell the deposited Enersis Américas shares underlying any Enersis Américas ADSs issued and deposited in respect of any former Endesa Américas ADSs not tendered as of such time. The depositary may hold the net proceeds of any such sale, together with any cash it holds under the Enersis Américas deposit agreement, without liability for interest, for the pro rata benefit of the holders of Endesa Américas ADRs that have not yet surrendered their Endesa Américas ADRs.

If Enersis Américas ADRs are to be delivered or Enersis Américas ADSs are to be credited to an address other than your address appearing on the transfer books of the Endesa Américas depositary or of The Depository Trust Company, or DTC, as the case may be, or if Enersis Américas ADRs are to be delivered or Enersis Américas ADSs are to be credited to an account in a different name than so appears on the transfer books, or if any signature authorizing tender of your Endesa Américas ADSs is not in the exact name that appears on the transfer books, such signature must be guaranteed by an eligible guarantor institution which is a member of a Medallion Signature Guarantee Program. Enersis Américas ADSs will not be issued in the name of a person other than that of the registered holder of Endesa Américas ADSs appearing on the depositary’s transfer books.

The method of delivery of your Endesa Américas ADSs and all other documents, including delivery through DTC, is at your election and risk. If sent by mail, it is recommended that you use registered mail, return receipt requested, and that you obtain proper insurance.

Any party submitting a letter of transmittal and Endesa Américas ADSs for exchange will be deemed to sell, assign and transfer those Endesa Américas ADSs to the depositary, as our agent, and to irrevocably constitute and appoint the depositary as the holder’s agent and attorney-in-fact to cause Endesa Américas’ ADSs to be transferred and exchanged. The holder will be further deemed to warrant that it has full power and authority to exchange, sell, assign and transfer Endesa Américas’ ADSs and to acquire the Enersis Américas ADSs issuable upon the exchange of such Endesa Américas ADSs and that Endesa Américas’ ADSs submitted for exchange are free and clear of all liens, restrictions, charges and encumbrances, and are not subject to any adverse claims or proxies when accepted by the depositary as our agent. The holder will also be deemed to warrant that it will,

 

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upon request, execute and deliver any additional documents deemed by us or the depositary to be necessary or desirable to complete the exchange, sale, assignment and transfer of Endesa Américas’ tendered ADSs. All authority conferred or agreed to be conferred in the letter of transmittal by the holder will survive the death or incapacity of the holder, and any obligation of the holder will be binding upon the heirs, personal representatives, successors and assigns of such holder.

No Fractional Shares

No certificates or scrip for fractional Enersis Américas shares or fractional Enersis Américas ADSs will be issued in the merger and no dividend, stock split or interest of Enersis Américas will relate to any fractional share interest. Fractional share interests will not entitle the owner to vote or to any other rights of one of our security holders. In lieu of any fractional shares, each Endesa Américas shareholder or ADS holder who would otherwise have been entitled to receive a fraction of an Enersis Américas share or ADS upon surrender of its Endesa Américas shares or Endesa Américas ADSs for exchange will be entitled to receive a cash payment without interest, equal to such holder’s proportional part of the total amount realized by the exchange agent or depositary upon the sale of all such fractional Enersis Américas shares or ADSs in the aggregate.

Resale of Enersis Américas ADSs

All Enersis Américas ADSs that Endesa Américas shareholders receive in the merger will be freely transferable, except that Enersis Américas ADSs received by Endesa Américas shareholders who are deemed to be “affiliates” (as that term is defined for purposes of Rule 145 under the Securities Act) of Endesa Américas as of the date of the extraordinary meeting of Endesa Américas’ shareholders may be resold by such shareholders only pursuant to an effective registration statement under the Securities Act covering resales of such shares or in transactions permitted by the resale provisions of Rule 145 under the Securities Act (or pursuant to Rule 144 under the Securities Act in the case of such persons who become our affiliates) or as otherwise permitted under the Securities Act. Persons who may be deemed to be Endesa Américas’ affiliates or our affiliates generally include individuals or entities that control, are controlled by, or are under common control with, the companies and may include certain officers and directors of the companies as well as principal shareholders of the companies.

No Merger Agreement; Statutory Merger

No merger agreement has been entered into between Enersis Américas and Endesa Américas in connection with the proposed merger. Under the Chilean Companies Act, it is not necessary for parties to a merger to enter into a merger agreement in connection with an Article 99 statutory merger. This is because the manner in which the merged companies will be combined is prescribed by the Chilean Companies Act.

In addition, under the Chilean Companies Act the Boards of Directors of the companies that are parties to a merger are not required to approve the merger. Instead, the Chilean Companies Act requires that the Board of each company that is a party to the merger must:

 

    approve the merger exchange ratio to be proposed to its shareholders,

 

    approve proposing the merger to its shareholders, and

 

    call and set a date for an extraordinary meeting of its shareholders for the purpose of voting on the proposed exchange ratio and merger.

If two-thirds of the shareholders of each of Enersis Américas, Endesa Américas and Chilectra Américas approve the merger, then at the effective time of the merger, the Chilean Companies Act provides that:

 

    Endesa Américas and Chilectra Américas, as the non-surviving companies, will be dissolved automatically.

 

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    Enersis Américas will by operation of law acquire all of the assets and rights and succeed to all of the liabilities and obligations of Endesa Américas and Chilectra Américas at their book value on the financial information and other financial statements as of June 30, 2016. The audited financial statements of each company must be approved by the shareholders of each company at the same meeting at which the merger proposal is submitted for shareholder vote.

 

    All shares of Endesa Américas and Chilectra Américas will convert by operation of law into shares of Enersis Américas and all of the equity and the shareholders of Endesa Américas and Chilectra Américas will become equity and shareholders of Enersis Américas.

 

    Shareholders and ADS holders of Endesa Américas will automatically become shareholders and ADS holders of Enersis Américas and the shares of Endesa Américas will automatically convert into shares of Enersis Américas at the merger exchange ratio approved by the shareholders of Enersis Américas and Endesa Américas at their respective meetings.

 

    Shareholders of Chilectra Américas will automatically become shareholders of Enersis Américas and the shares of Chilectra Américas will automatically convert into shares of Enersis Américas at the merger exchange ratio approved by the shareholders of Enersis Américas and Chilectra Américas at their respective meetings.

The Merger as a Related Party Transaction Under Chilean Law

The merger is regarded as a related party transaction under Chilean law. Therefore, at the extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas, the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas will be asked to approve the merger as a related party transaction pursuant to Title XVI of the Chilean Companies Act.

The Merger Proposal

At the extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas, the respective Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas will present the merger to their respective shareholders for their consideration and approval. Shareholders that vote in favor of the merger are also approving the following in connection with the merger:

 

  1. The background information regarding the merger consisting of:

 

  a. Merger Terms and Conditions (as defined below);

 

  b. The financial statements of Enersis Américas, Endesa Américas and Chilectra Américas as of June 30, 2016, duly audited under the Chilean auditing standards by the corresponding external audit firms; and

 

  c. The reports prepared by each of the independent appraisers of Enersis Américas, Endesa Américas and Chilectra Américas.

 

  2. A condition to the merger with respect to limits on the exercise of statutory merger dissenters’ withdrawal rights;

 

  3. The grant, upon the satisfaction of all conditions to the merger, of a single declaratory public deed by the representatives appointed by the Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas certifying that all conditions to the merger have been satisfied (the “Deed of Compliance with Merger Conditions”);

 

  4. An increase in the authorized capital of Enersis Américas in connection with the merger by the amount of Ch$ 1,046,470,167,544, through the issuance of 9,232,202,625 new registered shares of Enersis Américas, of the same series and without par value;

 

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  5. The merger exchange ratios of 2.8 shares of Enersis Américas for each share of Endesa Américas and 4.0 shares of Enersis Américas for each share of Chilectra Américas;

 

  6. A change in the corporate name of Enersis Américas to “Enel Américas S.A.” and clarifying that it is a publicly held limited liability stock corporation;

 

  7. A change in the corporate purpose of Enersis Américas to allow related companies and affiliates of Enersis Américas to be potential recipients of services from Enersis Américas;

 

  8. The amended and restated bylaws (estatutos) of Enersis Américas;

 

  9. The fact that Enersis Américas, for purposes of Chilean tax laws and in its capacity as surviving company and legal successor of Endesa Américas and Chilectra Américas, will be liable and will be required to pay all the taxes owed or that may be owed by Endesa Américas and Chilectra Américas, according to the final financial information of Endesa Américas and Chilectra Américas;

 

  10. The allocation of new shares of Enersis Américas and updating of the shareholder ledger by the Board of Directors of Enersis Américas at midnight of the day prior to the date on which the merger becomes effective; and

 

  11. Any other matters that the shareholders may deem appropriate with respect to the merger and fully authorizing the Board of Directors of Enersis Américas to grant all the powers of attorney that it may deem necessary to legalize, materialize, and carry out the merger.

Merger Terms and Conditions

Under the Chilean Companies Act, it is not necessary for parties to a merger to enter into a merger agreement in connection with an Article 99 statutory merger. This is because the manner in which the merged companies will be combined is prescribed by the Chilean Companies Act. However, pursuant to Article 155(a) of the Chilean Companies Regulations, the Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas adopted certain terms and conditions relating to the merger (the “Merger Terms and Conditions”). While the Merger Terms and Conditions does not constitute a merger agreement, it outlines certain information regarding the merger, including, among others:

 

    the identities of the merging companies and the fact that Enersis Américas will be the surviving company following the merger;

 

    the fact that the merger is a related party transaction under Chilean law requiring shareholder approval;

 

    objectives and expected benefits of the merger;

 

    the background of the merger;

 

    the conditions to the merger;

 

    the amendments to the bylaws of Enersis Américas in connection with the merger;

 

    any significant changes to the assets, liabilities or equity of the merging companies since June 30, 2016;

 

    the increase of authorized capital of Enersis Américas;

 

    the merger exchange ratios;

 

    the expected effective date of the merger;

 

    effects of the merger;

 

    registration of the new shares of Enersis Américas to be issued in Chile and the United States;

 

    a mechanism for issuing new shares of Enersis Américas in connection with the merger;

 

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    information regarding statutory merger dissenters’ withdrawal rights;

 

    the absence of change of control; and

 

    matters to be submitted to a shareholder vote in connection with the merger.

The above description of the Merger Terms and Conditions is qualified by reference to the full text of the English translation of the Merger Terms and Conditions, a copy of which is attached as Annex K to this joint information statement/prospectus to this joint information statement/prospectus and is incorporated herein by reference. The English translation is not to be construed as being identical in content to the Spanish documents (which will prevail in the event of any discrepancy with the English translation).

Reports of Independent Appraisers

The Boards of Directors of Enersis Américas and Endesa Américas appointed Pablo D’Agliano and Colin Becker, respectively, as independent appraisers pursuant to Chilean law. Messrs. D’Agliano and Becker have each delivered their reports. See “Special Factors—Endesa Américas—Summary of Report of Independent Appraiser of Endesa Américas (Colin Becker)” and “Special Factors—Enersis Américas—Summary of Report of Independent Appraiser of Enersis Américas (Pablo D’Agliano)” as well as Annexes D and H.

Conditions to the Merger

The merger will only be consummated if certain conditions to the merger are satisfied. See “—Conditions to the Merger”.

Merger Exchange Ratios

The proposed merger exchange ratios are 2.8 shares of Enersis Américas for each share of Endesa Américas and 4.0 shares of Enersis Américas for each share of Chilectra Américas.

Amendments to the Bylaws (Estatutos) of Enersis Américas

As discussed above, approval of the merger proposal including approval of amendments to the bylaws of Enersis Américas. The proposed amendments are as follows:

 

    Article 1 will be amended to change the corporate name of Enersis Américas to “Enel Américas S.A.” and to clarify that it is a new publicly held limited liability stock corporation;

 

    Article 4 will be amended to change the corporate purpose of Enersis Américas to allow related companies and affiliates of Enersis Américas to be potential recipients of services from Enersis Américas;

 

    Article 5 will be amended to reflect the increase of authorized capital of Enersis Américas as a result of the merger to Ch$ 4,621,809,179,093 divided into 58,324,975,387 common and nominative shares, with the number and series of shares remaining unchanged;

 

    All existing Transitory Articles will be removed and replaced with Transitory Article 1 relating to the status of subscription and payment of the capital stock after the merger.

The above summary of the proposed amendments to the bylaws of Enersis Américas is qualified by reference to the full text of the English translation of the draft of the amended and restated bylaws of Enersis Américas reflecting the proposed amendments, a copy of which is attached as Annex L to this joint information statement/prospectus and is incorporated herein by reference.

The English translation is not to be construed as being identical in content to the Spanish documents (which will prevail in the event of any discrepancy with the English translation).

 

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The Merger

If the merger is approved by the shareholders of Enersis Américas, Endesa Américas and Chilectra Américas, Endesa Américas and Chilectra Américas will each merge into Enersis Américas. Enersis Américas will be the surviving corporation, and Endesa Américas and Chilectra Américas will cease to exist as separate entities.

After all of the conditions to the completion of the merger have been satisfied, Enersis Américas will set a date for the exchange of Endesa Américas shares for Enersis Américas shares and Chilectra Américas shares. On the date of the exchange, each share of Endesa Américas common stock acquired from shareholders exercising statutory merger dissenters’ withdrawal rights or acquired by Enersis Américas in the tender offers and each Endesa Américas ADS outstanding at the closing of the merger will be converted into 2.8 Enersis Américas shares or 1.68 Enersis Américas ADSs and each share of Chilectra Américas common stock acquired from shareholders exercising statutory merger dissenters’ withdrawal rights outstanding at the closing of the merger will be converted into 4.0 Enersis Américas shares (equal in the aggregate to 16% of the shares that Enersis Américas will have outstanding immediately after the merger). However, no fractional Enersis Américas shares or ADSs will be issued. Instead, Endesa Américas shareholders otherwise entitled to fractional interests will receive their pro rata share of the proceeds of sale in the Chilean stock markets of the aggregate fractional interests.

Shares of Endesa Américas and Chilectra Américas acquired from shareholders exercising statutory merger dissenters’ withdrawal rights and Endesa Américas shares acquired by Enersis Américas in the tenders offers that are exchanged for Enersis Américas shares in the merger will be recorded in Enersis Américas’ name in the Register of Shareholders of Enersis Américas, in accordance with Article 133 of the Chilean Corporate Regulations and held as treasury shares and may either be (i) sold into the market during a one year period, after which any unsold shares will be cancelled or (ii) cancelled by holding a shareholders meeting to amend Enersis Américas’ bylaws to reduce Enersis Américas’ amount of capital. Enersis Américas has agreed to use commercially reasonable efforts to as promptly as reasonably practicable cancel such shares in accordance with the applicable requirements of the Chilean Corporate Regulations, including Article 62 thereof.

Effective Date and Completion of the Merger

In accordance with Chilean law, if the merger is approved, then after all conditions to the completion of the merger have been satisfied and the new shares of Enersis Américas have been exchanged for the Endesa Américas shares and Chilectra Américas shares, the merger will be complete. In accordance with Chilean law, the merger will become effective as of the first day of the calendar month following the month in which the Deed of Compliance with Merger Conditions is granted. Enersis Américas expect to complete all conditions to the merger approximately 45 to 90 days following the date of the extraordinary shareholders’ meetings. We expect to complete the merger on or before December 1, 2016.

 

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THE TENDER OFFERS

Enersis Américas intends to conduct tender offers for any and all of the outstanding shares of Endesa Américas (including in the form of ADSs), other than shares held by Enersis Américas, at a tender offer price of Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS (each representing 30 Endesa Américas shares), or the equivalent in U.S. dollars, which will be calculated based on the weighted average exchange rate actually obtained for conversion of such amounts on the trading day prior to the date of payment. For illustrative purposes only, based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amounts would be US$ 0.45 and US$ 13.44, respectively. All holders of Endesa Américas shares and Endesa Américas ADSs (other than Enersis Américas) may participate in the tender offers regardless of their vote on the merger or whether they vote at all.

As described above, the decision to conduct the tender offers as well as determination of the previously proposed tender offer price of Ch$ 285 per Endesa Américas share were made in response to the requests by certain minority shareholders of Endesa Chile in late 2015 (prior to the spin-off of Endesa Américas by Endesa Chile). Based on such requests, Enersis Américas decided to conduct the tender offers as an ancillary transaction to the merger in order to protect the minority shareholders of Endesa Américas from market fluctuations and uncertainty by establishing a fixed cash value that the unaffiliated holders of Endesa Américas shares and ADSs could obtain if they preferred a cash alternative to the consideration to be provided in the merger. On August 31, 2016, the Board of Directors of Enersis Américas increased the tender offer price from Ch$ 285 to Ch$ 300 in order to ensure that the proposed tender offer price is higher than the statutory merger dissenters’ withdrawal rights price of Ch$ 299.64 so that the tender offers provide utility to certain Endesa Américas shareholders. See “Special Factors—Background of the Merger”.

All Endesa Américas shareholders (other than Enersis Américas) will have the opportunity to elect any of the following three alternatives with respect to their Endesa Américas shares and ADSs in connection with the merger and the tender offers:

 

Alternatives    Consideration Received

•    Participate in the merger

  

•    2.8 Enersis Américas shares per Endesa Américas share (1.68 Enersis Américas ADSs per Endesa Américas ADS)(1)

•    Exercise statutory merger dissenters’ withdrawal rights

  

•    Ch$ 299.64 per Endesa Américas share in cash(2)

•    Tender Endesa Américas shares and ADSs in the tender offers

  

•    Ch$ 300 per Endesa Américas share in cash (Ch$ 9,000 per Endesa Américas ADS in cash)(3)

 

(1) For illustrative purposes only, the value of Enersis Américas shares and Enersis Américas ADSs that would be received in the merger would be Ch$ 316.71 (US$ 0.47) and US$ 14.28, respectively, based on multiplying the (i) merger exchange ratios by (ii) the most recent closing prices of Enersis Américas shares and Enersis Américas ADSs on September 6, 2016. The U.S. dollar value of the Enersis Américas shares was calculated based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016.

 

(2) Calculated based on the weighted average market price of Endesa Américas shares during the 60-trading day period preceding the 30th trading day prior to the extraordinary shareholders’ meeting of Endesa Américas to approve the merger. This will only be paid in Chilean pesos only. For illustrative purposes only, based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amount would be US$ 0.45. Any Endesa Américas ADS holder that wishes to exercise statutory merger dissenters’ withdrawal rights with respect to the merger must cancel such holder’s Endesa Américas ADSs and become a registered shareholder of Endesa Américas.

 

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(3) U.S. Holders of Endesa Américas shares or ADSs who tender into the U.S. offer will receive the U.S. dollar equivalent of Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS, calculated based on the weighted average exchange rate actually obtained for conversion of such amounts on the trading day prior to the date of payment. For illustrative purposes only, based on the Observed Exchange Rate of Ch$ 669.49 per US$ 1.00 as of September 6, 2016, the U.S. dollar amounts would be US$ 0.45 and US$ 13.44, respectively.

The tender offers are expected to be concurrently carried out in Chile and the United States. In the Chilean tender offer, Enersis Américas intends to purchase any and all of the outstanding shares held by individuals not resident in the United States, other than shares owned by Enersis Américas, for Ch$ 300 per Endesa Américas share (the “Chilean Offer”). Concurrently, Enersis Américas intends to conduct a tender offer for any and all of the outstanding shares of Endesa Américas held by individuals resident in the United States and any and all of the outstanding ADSs of Endesa Américas, except to the extent such outstanding shares are currently owned by Enersis Américas, for Ch$ 300 per Endesa Américas share and Ch$ 9,000 per Endesa Américas ADS (the “U.S. Offer”).

The consummation of the U.S. Offer and the Chilean Offer is expected to be subject to the following conditions:

 

    the approval of the merger of Endesa Américas and Chilectra Américas into Enersis Américas by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas at separate extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas;

 

    less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the statutory merger dissenters’ withdrawal rights in connection with the Merger, provided that no shareholder will own more than 65% of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights, considering the number of shares in the new share capital of Enersis Américas to be approved by the extraordinary shareholders’ meetings of Enersis Américas, Chilectra Américas and Endesa Américas; and

 

    The absence of any Material Adverse Effect (as defined below).

“Material Adverse Effect” means any change, effect or occurrence that, individually or in the aggregate, has a material adverse effect on the business, results of operations or financial condition of Endesa Américas and its subsidiaries, taken as a whole; provided that for purposes of determining a Material Adverse Effect, any changes, effects or occurrences originating or attributable to any of the following causes, individually or in the aggregate, will not be taken into account: (i) any change in the general economic conditions in Chile, or of its financial markets, unless the respective change, effect or occurrence disproportionately affects Endesa Américas; (ii) any change or condition that affects the market for the generation, distribution, transmission, transformation and/or sale of electrical energy in Chile, unless the respective change or condition disproportionately affects Endesa Américas; (iii) any change in the applicable accounting standards or any adoption, proposal, implementation or change in legal rules or regulations for Endesa Américas or of the official interpretation of the same (including in tax matters); (iv) the commencement or escalation of war hostilities or any act of terrorism or civil disturbances in or involving Chile, unless the change, effect or occurrence disproportionately affects Endesa Américas; (v) the worsening of global conditions or conditions in Chile, in terms of the economy, business, regulatory, politics, market conditions, or the decline of the stock market in the U.S., Chile, Europe, or other countries, or in the shares of Enel, or of Endesa Américas, or in the global or local financial or capital markets, or the worsening of the cost of credit or access to loans, in general terms, of Enersis Américas, unless the change, effect or occurrence disproportionately affects Endesa Américas; (vi) the elimination of the euro or the discontinuation of the euro by the countries that currently use the euro as their official currency; (vii) any change resulting or arising from hurricanes, earthquakes, floods, other natural disasters or force majeure, unless such change, effect or occurrence disproportionately affects Endesa Américas; or (viii) if Endesa Américas does not achieve any of its

 

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internal or public projections, guidance or estimates of performance, revenues or profits. For purposes of this definition the word “disproportionately” means with respect to clauses (i), (ii), (iv), (v) and (vii): (a) that the profits on a monthly basis, for the three consecutive calendar months beginning with the month in which the respective event occurs, has been negatively affected in an amount that is equivalent to 100% of the monthly average of the profits calculated during the period of 12 months prior to the month in which the event occurs; (b) that the negative impact on the monthly profit during the three month period referenced in (a) above would be a direct consequence of the occurrence of one of such events; and (c) that the same event has negatively impacted Endesa Américas in an amount at least two times more than the two main competitors of Endesa Américas in the Chilean market.

The tender offers are expected to be launched during mid-September 2016. Under Chilean law, the initial offering period of a tender offer may not exceed 30 calendar days. The Chilean Offer may then be extended one time for a period of between 5 to 15 calendar days. Thus, the maximum time period that the Chilean Offer can remain open is 45 calendar days. Enersis Américas will exercise its right to extend the Chilean Offer so that the Chilean Offer offering period, as extended, coincides with the offering period in the U.S. Offer. Under U.S. tender offer regulations, a tender offer must remain open for at least 20 business days, but there is no maximum time limit. Under some circumstances (such as a change in the price offered per share or other material change in the terms of the U.S. Offer), U.S. tender offer regulations may require an extension of the expiration date of the U.S. Offer to a date later than such 45th day. The Chilean Offer will initially expire after 30 days; however, Enersis Américas will extend such period for up to an additional 15 days, in accordance with Chilean law, to coincide with the expiration of the initial U.S. Offer period. Additionally, under the U.S. Offer, your right to withdraw tendered shares or ADSs of Endesa Américas will be suspended upon the U.S. Offer’s expiration and such right terminates upon prompt payment for your tender of shares or ADSs of Endesa Américas. If payment is not prompt, the right to withdraw tendered shares or ADSs will be reinstated. Under the Chilean Offer, the withdrawal right of tendering holders is suspended upon the Chilean Offer’s expiration and such right terminates if Enersis Américas publishes a notice of results of the Chilean Offer in accordance with Chilean law within three (3) calendar days following the Chilean Offer’s expiration. Finally, while Enersis Américas intends to make the offer periods for the U.S. Offer and the Chilean Offer, as extended, the same, it is possible that, due to requirements of applicable law or market practice, holders of shares of Endesa Américas tendering in the Chilean Offer will be paid either before or after holders tendering shares and/or ADSs of Endesa Américas in the U.S. Offer, although the price paid per share will be the same.

U.S. Holders of Endesa Américas shares or ADSs will face different U.S. tax consequences as well as Chilean tax consequences depending on whether such persons decide to participate in the merger and receive Enersis Américas shares, or either exercise statutory merger withdrawal rights with respect to the merger or tender their Endesa Américas shares or ADSs in the tender offers and receive cash. See “Material United States Tax Consequences—Material U.S. Federal Income Tax Consequences of the Merger and the Tender Offer to U.S. Holders” and “Material Chilean Tax Consequences—Material Chilean Tax Consequences of the Merger and the Tender Offer to Foreign Holders”.

U.S. Holders of Endesa Américas shares or ADSs are urged to consult their own tax advisors on the potential U.S. and Chilean tax consequences of the three alternatives available to them in connection with the merger and the tender offers.

The description of the tender offer in this joint information statement/prospectus is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of Endesa Américas. When the tender offers are commenced, Enersis Américas will make available the tender offer materials to the shareholders of Endesa Américas and file such materials with the SEC in accordance with applicable U.S. federal securities laws and SEC rules. In that event, shareholders and investors are urged to read the tender offer materials because they will contain important information, including the full details of the tender offers. Shareholders and investors may obtain free copies of the tender offer materials that Enersis

 

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Américas files with the SEC at the SEC’s website at www.sec.gov and will receive information at an appropriate time on how to obtain tender offer materials for free from Enersis Américas. These documents are not currently available and their availability is subject to the commencement of the tender offers.

 

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MATERIAL UNITED STATES TAX CONSEQUENCES

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These authorities are subject to change, possibly with retroactive effect.

The following is a summary of the U.S. federal income tax treatment of U.S. Holders (as defined herein) of the merger and the Tender Offer and of receiving, owning, and disposing of shares or ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a U.S. Holder and is based on the assumption that there is no applicable income tax treaty in effect between the United States and Chile. Further, this summary does not address any aspect of foreign, state, local or estate or gift taxation or the 3.8% tax imposed on certain net investment income. Each holder of Endesa Américas shares (or ADSs) should consult its own tax advisor as to the U.S. federal, state, local, foreign and any other tax consequences of the merger and the ownership and disposition of Enersis Américas shares (or ADSs) received pursuant to the merger.

 

    certain financial institutions;

 

    insurance companies;

 

    dealers and traders in securities who use a mark-to-market method of tax accounting;

 

    persons holding shares (or ADSs) as part of a “straddle” integrated transaction or similar transaction;

 

    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

    partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

 

    persons liable for the alternative minimum tax;

 

    tax-exempt organizations;

 

    persons holding shares (or ADSs) that own or are deemed to own ten percent or more of our stock; or

 

    persons holding shares (or ADSs) in connection with a trade or business conducted outside of the United States.

A “U.S. Holder” for purposes of this discussion is a beneficial owner of our shares (or ADSs) that is, for U.S. federal income tax purposes:

 

    a citizen or individual resident of the United States; or

 

    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; or

 

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

    a trust (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or (ii) if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

This discussion assumes, and we believe, that we are not, and we will not become, a passive foreign investment company for U.S. federal income tax purposes.

To the extent the following discussion consists of a statement as to matters of U.S. federal income tax law, this discussion is the opinion of Chadbourne & Parke LLP.

 

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Material U.S. Federal Income Tax Consequences of the Merger and the Tender Offer to U.S. Holders

The Merger

We believe, and the discussion below assumes, that the merger of Endesa Américas with Enersis Américas will be treated as a transaction that qualifies as a tax-free reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. However, no rulings have been or will be sought from the U.S. Internal Revenue Service concerning whether the merger qualifies for such tax-free treatment, and there is no assurance that the U.S. Internal Revenue Service will not take a contrary view or that a court would not agree with the U.S. Internal Revenue Service if the matter were contested.

If, as we believe to be the case, the merger qualifies as a tax-free reorganization, holders of shares (or ADSs) of Endesa Américas who in the merger receive shares (or ADSs) of Enersis Américas solely for shares (or ADSs) of Endesa Américas will not recognize gain or loss for United States federal income tax purposes, except with respect to cash, if any, they receive in lieu of a fractional share (or ADS) of Enersis Américas. Each holder’s aggregate tax basis in the Enersis Américas share (or ADS) received in the merger will be the same as his or her aggregate tax basis in the Endesa Américas share (or ADS) surrendered in the transaction, decreased by the amount of any tax basis allocable to any fractional share interest for which cash is received. The holding period of the Enersis Américas shares (or ADSs) received in the merger by a holder of Endesa Américas shares (or ADSs) will include the holding period of the Endesa Américas shares (or ADSs) that he or she surrendered.

A holder of Endesa Américas shares (or ADSs) who receives cash in lieu of a fractional share (or ADS) of Enersis Américas will generally recognize gain or loss equal to the difference between the amount of cash received and his or her tax basis in the Enersis Américas share (or ADS) that is allocable to the fractional share. That gain or loss generally will constitute capital gain or loss.

The Tender Offer

For a U.S. Holder of shares (or ADSs) of Endesa Américas that does not tender its shares (or ADSs), the Tender Offer will not constitute a taxable event for U.S. federal income tax purposes and will not impact the holder’s Enersis Américas shares (or ADSs) received in the merger.

For a U.S. Holder of shares (or ADSs) of Endesa Américas that tenders all such shares (or ADSs) in the Tender Offer, such U.S. Holder will generally recognize gain or loss equal to the difference between the amount of cash received and the tax basis for the shares (or ADSs) of Endesa Américas tendered. That gain or loss generally will constitute capital gain or loss.

For a U.S. Holder of shares (or ADSs) of Endesa Américas that tenders some but not all such shares (or ADSs), we believe that cash received in the Tender Offer will be treated for U.S. federal income tax purposes as consideration received in connection with the merger. Therefore, such U.S. Holder should generally be taxed on any gain realized, but not loss, to the extent of cash received in the Tender Offer. Such taxable gain will be based on a determination of gain realized; gain would be realized to the extent the value of shares (or ADSs) of Enersis Américas received in the merger and cash received in the Tender Offer exceeds the tax basis for the shares (or ADSs) of Endesa Américas exchanged and tendered. However, if the cash received in the Tender Offer were more properly treated for U.S. federal income tax purposes as not connected with the merger, then a U.S. Holder that tenders some but not all its shares (or ADSs) would be taxed on any gain, or loss, equal to the difference between the amount of cash received and the tax basis for the shares (or ADSs) of Endesa Américas tendered. In either scenario, such taxable gain (or, in the latter scenario, loss) generally will constitute capital gain or loss.

U.S. Holders are urged to consult their own U.S. tax advisors on the potential U.S. tax consequences of the merger and the Tender Offer including the potential treatment of the transaction under Section 368 of the U.S. Internal Revenue Code of 1986, as amended.

 

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U.S. Holders Who Are Withdrawing Endesa Américas and Enersis Américas Holders

A U.S. Holder who is a withdrawing Enersis Américas or Endesa Américas shareholder will recognize a gain or loss equal to the difference between the U.S. dollar value of the amount of cash received and the holder’s aggregate adjusted tax basis in the Enersis Américas or Endesa Américas shares (or ADSs) exchanged therefor. Such gain or loss generally will be long-term capital gain or loss if the holder’s holding period for its Enersis Américas or Endesa Américas shares (or ADSs) exceeds one year. A U.S. Holder’s holding period in the Endesa Américas shares (or ADSs) received in the spin-off stage of the Reorganization should include such U.S. Holder’s holding period in its Endesa Chile shares (or ADSs) with respect to which the Endesa Américas shares (or ADSs) received in the spin-off.

U.S. Federal Income Tax Consequences of Ownership and Disposition of Enersis Américas Shares and ADSs Following the Merger

In general, if a beneficial owner owns ADSs, such owner will be treated as the owner of the shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a beneficial owner exchanges ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concerns that parties to whom ADSs are released before shares are delivered to the depositary (pre-release) or intermediaries in the chain of ownership between beneficial owners and the issuer of the security underlying the ADSs may be taking actions that are inconsistent with the claiming of foreign tax credits for beneficial owners of depositary shares. Such actions would also be inconsistent with the claiming of the reduced tax rate, described below, applicable to dividends received by certain non-corporate beneficial owners. Accordingly, the analysis of the creditability of Chilean taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by such parties or intermediaries.

This discussion assumes that we will not be a passive foreign investment company, as described below.

Beneficial owners should consult their tax advisors with respect to their particular tax consequences of owning or disposing of shares or ADSs, including the applicability and effect of state, local, non-U.S. and other tax laws and the possibility of changes in tax laws.

Taxation of Distributions

The following discussion is based on the current regime for taxation of cash dividends and distributions applicable in Chile until 2016. For 2017 and later, the U.S. federal income tax treatment will have to consider that the Chilean taxation regime will be the cash basis system. See “Material Chilean Tax Consequences—Chilean Tax Consequences of Ownership of Enersis Américas Shares or ADSs by Foreign Holders—Taxation of Cash Dividends and Property Distributions.”

Distributions paid on shares or ADSs other than certain pro rata distributions of shares of common stock will be treated as dividends taxable as ordinary income to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported as dividends.

If a beneficial owner is a U.S. Holder, subject to applicable limitations and the discussion above regarding concerns expressed by the U.S. Treasury, dividends paid by qualified foreign corporations to the beneficial owner that is not a corporation are taxable at a maximum rate of 20% plus the 3.8% Medicare contribution tax. A foreign company is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on an established securities market in the United States, such as the New York Stock Exchange

 

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where our ADSs are traded. Beneficial owners should consult their tax advisors to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

The amount of a dividend will include the net amount withheld by us in respect of Chilean withholding taxes on the distribution. The amount of the dividend will be treated as foreign-source dividend income to a beneficial owner and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the U.S. Internal Revenue Code of 1986, as amended. Dividends will be included in a beneficial owner’s income on the date of the beneficial owner’s, or in the case of ADSs, the Depositary’s receipt of the dividend. The amount of any dividend paid in Chilean pesos will be a U.S. dollar amount calculated by reference to the exchange rate for converting Chilean pesos into U.S. dollars in effect on the date of such receipt regardless of whether 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 beneficial owner generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A beneficial owner may have foreign currency gain or loss if the dividend is converted into U.S. dollars on a date after the date of receipt.

Subject to applicable limitations that may vary depending upon a beneficial owner’s circumstances and subject to the discussion above regarding concerns expressed by the U.S. Treasury, the net amount of Chilean withholding tax (after reduction for the credit for Chilean corporate income tax, as discussed above under “Material Chilean Tax Consequences—Chilean Tax Consequences of Ownership of Enersis Américas Shares or ADSs by Foreign Holders—Taxation of Cash Dividends and Property Distributions”) withheld from dividends on shares or ADSs will be creditable against a beneficial owner’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and, therefore, a beneficial owner should consult the beneficial owner’s tax advisor regarding the availability of foreign tax credits in the beneficial owner’s particular circumstances. Instead of claiming a credit, a beneficial owner may, at the beneficial owner’s election, deduct such Chilean taxes in computing the beneficial owner’s taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year to foreign countries and possessions of the United States.

Sale or Other Disposition of Shares or ADSs

If a beneficial owner is a U.S. Holder, for U.S. federal income tax purposes, the gain or loss a beneficial owner realizes on the sale or other disposition of shares or ADSs will be a capital gain or loss, and will be a long-term capital gain or loss if the beneficial holder has held the shares or ADSs for more than one year. The amount of a beneficial owner’s gain or loss will equal the difference between the beneficial owner’s tax basis in the shares or ADSs disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. Such gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. In addition, certain limitations exist on the deductibility of capital losses by both corporate and individual taxpayers.

In certain circumstances, Chilean taxes may be imposed upon the sale of shares. See “Material Chilean Tax Consequences—Chilean Tax Consequences of Ownership of Enersis Américas Shares or ADSs by Foreign Holders—Taxation on Capital Gains.” If a Chilean tax is imposed on the sale or disposition of shares, and a beneficial owner that is a U.S. Holder does not receive significant foreign source income from other sources, such beneficial owner may not be able to credit such Chilean tax against the beneficial owner’s U.S. federal income tax liability.

Passive Foreign Investment Company Rules

We believe that we will not be a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for our 2016 taxable year or for the foreseeable future. However, because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because it is unclear whether certain types of our income constitute passive income for PFIC purposes, there can

 

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be no assurance that we will not be considered a PFIC for any taxable year. If we were to become a PFIC for any taxable year during which a beneficial owner held shares or ADSs, certain adverse consequences could apply to the beneficial owner, including the imposition of higher amounts of tax than would otherwise apply, and additional filing requirements. Beneficial owners should consult their tax advisors

regarding the consequences to them if we were a PFIC, as well as the availability and advisability of making any election that might mitigate the adverse consequences of PFIC status.

Beneficial owners should consult their own U.S. tax advisors with respect to the particular consequences to them of receiving, owning or disposing of shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

U.S. Tax Reporting of the Merger for “Significant Holders”

U.S. Holders who are “significant holders” and who receive shares (or ADSs) in the merger are required to attach to their U.S. federal income tax returns for the year in which the merger occurs a statement setting forth information with respect to the merger. A “significant holder” includes a holder if, immediately before the merger, such holder owned at least 5% (by vote or value) of the total outstanding stock of Endesa Américas if such stock owned by such holder is publicly traded (or at least 1% if such stock is not publicly traded). Publicly traded stock includes stock that is listed on a national securities exchange registered under Section 6 of the Exchange Act, such as the New York Stock Exchange where ADSs of Enersis Américas and Endesa Américas are traded.

Required Disclosure with Respect to Foreign Financial Assets

Certain U.S. Holders are required to report information relating to an interest in Enersis Américas shares (or ADSs), subject to certain exceptions (including an exception for Enersis Américas shares (or ADSs) held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in the Enersis Américas shares (or ADSs).

U.S. Holders are urged to consult their own U.S. tax advisors regarding information reporting requirements relating to their ownership of the Enersis Américas shares (or ADSs).

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (i) the beneficial owner is an exempt recipient or (ii) in the case of backup withholding, the beneficial owner provides a correct taxpayer identification number and certifies that the beneficial owner is not subject to backup withholding.

The amount of any backup withholding from a payment to a beneficial owner will be allowed as a credit against the beneficial owner’s U.S. federal income tax liability and may entitle the beneficial owner to a refund, provided that the required information is furnished in a timely fashion to the U.S. Internal Revenue Service.

U.S. Holders are urged to consult their own U.S. tax advisors on the potential U.S. tax information reporting requirements and the determination whether the holder is a “significant holder” required to provide a statement concerning the merger attached to its U.S. federal income tax return.

 

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MATERIAL CHILEAN TAX CONSEQUENCES

The following discussion is an accurate description of the Chilean tax consequences of the merger of Endesa Américas with and into Enersis Américas and the subsequent ownership, if any, of Enersis Américas shares or ADSs to a holder who is not domiciled in or resident of Chile or a legal entity that is not organized under Chilean law and does not have a permanent establishment in Chile (a “Foreign Holder”). Subject to the limitations and qualifications set forth below, the discussion under this heading “Material Chilean Tax Consequences”, to the extent it describes income tax laws of Chile, constitutes the opinion of Philippi, Prietocarrizosa Ferrero DU & Uría SPA with respect to the Chilean tax consequences to a Foreign Holder of Endesa Américas common stock or ADSs of the merger of Endesa Américas with and into Enersis Américas and the subsequent ownership, if any, of Enersis Américas shares or ADSs.

For purposes of Chilean tax law, an individual is a resident of Chile if he has resided in Chile for:

 

    more than six months in one calendar year; or

 

    a total of more than six months, in two consecutive tax years.

Under Chilean law, certain provisions contained in statutes such as tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may only be amended by another statute. In addition, the Chilean tax authorities issue rulings and regulations of either general or specific application and interpret the provisions of Chilean tax law. Chilean taxes may not be assessed retroactively against taxpayers who act in good faith relying on such rulings, regulations and interpretations. Chilean tax authorities may, however, change such rules, regulations and interpretations prospectively. There is a signed income tax treaty between Chile and the United States that has not yet been enacted.

This discussion:

 

    is based upon the tax laws of Chile as in effect on the date of this registration statement, including applicable regulations and rulings, and including ruling No. 324 of January 29, 1990 of the Chilean tax administration;

 

    is not intended as Chilean tax advice to any particular Foreign Holder, which can be rendered only in light of its particular circumstances, and does not purport to be a complete analysis of the potential Chilean tax consequences that may be important to a Foreign Holder based on that Foreign Holder’s particular tax situation or circumstances; and

 

    is applicable only to Foreign Holders who are beneficial owners of Endesa Américas common stock or ADSs immediately before consummation of the merger and who either become beneficial owners of Enersis Américas shares or ADSs upon and as a result of the consummation of the merger or who exercise their statutory merger dissenters’ withdrawal rights (see “The Extraordinary Shareholders’ Meeting of Endesa Américas—Appraisal Rights/Statutory Merger Dissenters’ Withdrawal Rights”).

We have not sought and will not seek any rulings from the Chilean tax administration with respect to any matter discussed herein. No assurance can be given that the Chilean tax administration would not assert, or that a court would not sustain a position contrary to any of the tax characterizations and tax consequences set forth below.

Foreign Holders are urged to consult with their own tax advisors concerning the Chilean tax consequences of the merger, of any cash received in lieu of fractional shares or otherwise in connection with the merger, any payments received as a result of exercising their statutory merger dissenters’ withdrawal rights, and of the ownership of Enersis Américas shares or ADSs.

 

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Material Chilean Tax Consequences of the Merger and the Tender Offer to Foreign Holders

The Merger

The material Chilean income tax consequences of the merger to Foreign Holders will be as follows:

 

    The exchange of Endesa Américas common stock or ADSs for Enersis Américas shares or ADSs, respectively, will not result in the recognition of income, gain or loss to Foreign Holders, except to the extent of

 

    any cash paid in lieu of fraction shares (see “—Cash in Lieu of Fractional Shares”), or

 

    any cash paid to dissenting shareholders upon their exercise of statutory merger dissenters’ withdrawal rights (see “—Dissenting Shareholders”);

 

    The tax cost basis of Enersis Américas shares received by Foreign Holders who exchange Endesa Américas common stock in the merger will be the same as the tax cost basis of the Endesa Américas common stock surrendered for the Enersis Américas shares, reduced by any amount allocable to a fractional share interest for which cash is received;

 

    The holding period of the Enersis Américas shares received in the merger will include the period during which such Foreign Holder owned the Endesa Américas common stock surrendered in exchange for the Enersis Américas shares;

Cash in Lieu of Fractional Shares

Any cash received by a Foreign Holder in lieu of fractional shares will be subject, directly or indirectly, to Chilean taxes if and to the extent that such amount exceeds the tax cost basis of such fractional shares.

Dissenting Shareholders

A Foreign Holder of Endesa Américas common stock who exercises statutory merger dissenters’ withdrawal rights will recognize a capital gain or loss for Chilean income tax purposes in an amount equal to the difference between the consideration it receives for the shares and such Foreign Holder’s tax cost basis in such shares at the time of disposition.

A Foreign Holder of Endesa Américas ADSs must exchange its ADS for Endesa Américas common stock to exercise its right to dissent, and will recognize a capital gain or loss for Chilean income tax purposes in an amount equal to the difference between the consideration received for the shares and the tax cost basis of such shares at the time of disposition.

The Tender Offer

Any gain or loss recognized by a Foreign Holder upon the sale of the ADSs pursuant to the Tender Offer will not be subject to Chilean taxation.

Gains recognized by a Foreign Holder upon the sale of Endesa Américas common stock will not be subject to Chilean taxes provided that all the following mandatory requirements are met:

(a) Endesa Américas common stock has a “high presence” in the Chilean Stock Exchanges,

(b) the sale of Endesa Américas common stock must be made in (1) any of the Chilean Stock Exchanges authorized by the SVS, (2) a tender offer for Endesa Américas common stock conducted under Title XXV of the Chilean Securities Market Law (which the Chilean portion of the Tender Offer would be), or (3) as a consequence of a contribution to a fund as regulated in section 109 of Chilean Income Tax Law.

 

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(c) Endesa Américas common stock must have been originally acquired (1) in any of the Chilean Stock Exchanges authorized by the SVS, (2) in a tender offer for Endesa Américas common stock conducted under Title XXV of the Chilean Securities Market Law, (3) in an initial public offering of Endesa Américas common stock during the formation of Endesa Américas or a subsequent capital increase of Endesa Américas, (4) upon conversion of convertible bonds of Endesa Américas, or (5) due to the redemption of a fund’s quota as regulated in section 109 of Chilean Income Tax Law, and

(d) Endesa Américas common stock must have been acquired after April 19, 2001.

Shares are considered to have a “high presence” in the Chilean Stock Exchanges when (i) they have been traded for a certain number of days at or beyond a volume threshold specified under Chilean law and regulations or (ii) in case the issuer has retained a market maker, in accordance with Chilean law and regulations. As of the date of this joint information statement/prospectus, Endesa Américas common stock is considered to have a high presence in the Chilean Stock Exchanges and no market maker has been retained by Endesa Américas. Should the Endesa Américas common stock cease to have a “high presence” in the Chilean Stock Exchanges, a transfer of Endesa Américas common stock may be subject to capital gains taxes from which holders of “high presence” securities are exempted, and which will apply at varying levels depending on the time of the transfer in relation to the date of loss of sufficient trading volume to qualify as a “high presence” security. If Endesa Américas common stock regains a “high presence,” the tax exemptions will again be available to holders thereof. It is not currently contemplated that Endesa Américas will retain a market maker after consummation of the Tender Offer.

If the shares do not qualify for the above exemption, capital gains on their sale could be subject to two alternative tax regimes: (a) the general tax regime, with a 24% Chilean corporate income tax (“CIT”) and a 35% Chilean withholding tax, the former being creditable against the latter; or (b) a 24% Chilean corporate income tax as sole tax regime, when all the following circumstances are met: (i) the sale is made between unrelated parties according to the standards set forth in Chilean Income Tax Law, (ii) the sale of shares is not a recurrent or habitual activity for the seller, (iii) at least one year has elapsed between the acquisition and the sale of the Endesa Americas common stock and (iv) the sale is made prior to January 1, 2017.

No Chilean stamp, issue, registration or similar taxes or duties will apply to the sale of Endesa Américas common stock or ADSs pursuant to the Tender Offer.

Chilean Tax Consequences of Ownership of Enersis Américas Shares or ADSs by Foreign Holders

Ownership and Disposition of Enersis Américas Shares and ADSs

The following discussion summarizes material Chilean income and withholding tax consequences to Foreign Holders arising from the ownership and disposition of Enersis Américas shares and ADSs and, to the extent any are issued, share rights and ADS rights. The summary that follows does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of shares or ADSs and share rights or ADS rights, if any, and does not purport to deal with the tax consequences applicable to all categories of investors, some of which may be subject to special rules. Holders of shares and ADSs are advised to consult their own tax advisors concerning the Chilean and other tax consequences of the ownership of shares or ADSs.

The summary that follows is based on Chilean law, in effect on the date hereof, and is subject to any changes in these or other laws occurring after such date, possibly with retroactive effect. Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another law. In addition, the Chilean tax authorities enact rulings and regulations of either general or specific application and interpret the provisions of the Chilean Income Tax Law. Chilean tax may not be assessed retroactively against taxpayers who act in good faith relying on such rulings, regulations and interpretations, but Chilean tax authorities may change their rulings, regulations and interpretations in the future. The discussion that

 

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follows is also based, in part, on representations of the depositary, and assumes that each obligation in the Deposit Agreement and any related agreements will be performed in accordance with its terms. As of this date, there is currently no applicable income tax treaty in effect between the United States and Chile. However, in 2010 the United States and Chile signed an income tax treaty that will enter into force once the treaty is ratified by both countries. There can be no assurance that the treaty will be ratified by either country. The following summary assumes that there is no applicable income tax treaty in effect between the United States and Chile.

As used herein, the term “Foreign Holder” means either:

 

    in the case of an individual holder, a person who is not a resident of or domiciled in Chile; for purposes of Chilean taxation, (a) an individual is resident of Chile if he or she has resided in Chile for more than six months in one calendar year, or a total of more than six months in two consecutive fiscal years; or (b) an individual is domiciled in Chile if he or she resides in Chile with the intention of remaining in Chile (such intention to be evidenced by circumstances such as the acceptance of employment within Chile or the relocation of the individual’s family to Chile), or

 

    in the case of a legal entity holder, an entity that is not organized under the laws of Chile, unless the shares or ADSs are assigned to a branch, agent, representative or permanent establishment of such entity in Chile.

Taxation of Shares and ADSs

Taxation of Cash Dividends and Property Distributions

General Rule: The following taxation of cash dividends and property distributions applies until 2016. Cash dividends paid with respect to the shares or ADSs held by a Foreign Holder will be subject to Chilean withholding tax, which is withheld and paid by the company. As described in the example below, the amount of the Chilean withholding tax is determined by applying a 35% rate to a “grossed-up” distribution amount (such amount equal to the sum of the actual distribution amount and the correlative Chilean corporate income tax paid by the issuer), and then subtracting as a credit such Chilean corporate income tax paid by the issuer.

As a consequence of Law 20,780 of September 2014 and Law 20,899 of February 2016 a tax reform was enacted. Such reform, among other topics, progressively increased the CIT. The CIT rate will be adjusted as follows: in 2014 it increased from 20% to 21%; in 2015 it increased to 22.5%; in 2016 it increases to 24%; in 2017, depending on which of the two new alternative systems enacted as part of the 2014 tax reform (discussed below) is chosen, the rate increases to 25% for companies electing the accrued income basis and 25.5% for companies electing the cash basis for shareholders. As of 2018, the CIT rate will remain at 25% for companies that elected the accrued income basis and will increase to 27% for companies that elected the cash basis for shareholders. Please note that since Enersis Américas is a corporation it will be subject to the cash basis system for shareholders.

 

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The example below illustrates the effective Chilean withholding tax burden on a cash dividend received by a Foreign Holder, assuming a Chilean withholding tax base rate of 35%, an effective Chilean corporate income tax rate of 24% (CIT rate for 2016) and a distribution of 50% of the net income of the company distributable after payment of the Chilean corporate income tax:

 

Line

  

Concept and calculation assumptions

   Amount  
1    Company taxable income (based on Line 1 = 100)      100.0  
2    Chilean corporate income tax : 24% x Line 1      24  
3    Net distributable income: Line 1 — Line 2      76  
4    Dividend distributed (50% of net distributable income): 50% of Line 3      38  
5    Withholding tax: (35% of (the sum of Line 4 and 50% of Line 2))      (17.5 )
6    Credit for 50% of Chilean corporate income tax : 50% of Line 2      12  
7    Net withholding tax : Line 5 + Line 6      (5.5 )
8    Net dividend received: Line 4 + Line 7      32.5  
9    Effective dividend withholding rate : Line 7 / Line 4      14.47 %

In general, the effective Chilean dividend withholding tax rate, after giving effect to the credit for the Chilean corporate income tax paid by the company, can be computed using the following formula:

 

Effective Dividend

   =      (Withholding tax rate) – (Chilean corporate income tax rate)

Withholding Tax Rate

                      1–(Chilean corporate income tax rate)

Dividends are generally assumed to have been paid out of the oldest retained profits for purposes of determining the level of Chilean corporate income tax that was paid by the company. For information as to the retained earnings for tax purposes and the tax credit available on the distribution of such retained earnings, see Note 13 of the Notes to Enersis Américas consolidated financial statements.

Under Chilean Income Tax Law, dividend distributions made in property are subject to the same Chilean tax rules as cash dividends. Stock dividends that represent free shares distributed to foreign shareholders as a consequence of a capitalization made on the same corporation are not subject to Chilean taxation.

Exceptions: Despite the aforementioned general rule, there are special circumstances under which a different tax treatment would apply depending on the source of the income or due to special circumstances existing at the date of the dividend distribution. The most common special cases are briefly described below:

1) Circumstances where there is no CIT credit against the Chilean withholding tax: These cases are when: (i) profits paid as dividends (following the seniority rule indicated above) exceed a company’s taxable income (such dividend distributions in excess of a company’s taxable income determined as of December 31 of the distribution’s year will be subject to the Chilean withholding tax rate of 35%, without the CIT credit; in relation to the provisional withholding rule applicable on the date of the dividend payment, please see number 3 below); or (ii) the income was not subject to CIT due to an exemption of the Chilean corporate income tax, in which case the Foreign Holder will be also subject to the Chilean withholding tax rate of 35% without the CIT credit.

2) Circumstances where dividends have been attributed to income exempted from all the Chilean income taxes: In these cases, dividends distributed by a company to the Foreign Holder will not be subject to Chilean withholding tax. Income exempted from Chilean income tax is expressly listed in the Chilean Income Tax Law.

3) Circumstances where dividends are subject to a provisional withholding tax: In the event that on the date of the dividend distribution there are no earnings on which income tax has been paid and there are no tax-exempt earnings, a 35% Chilean withholding tax with a provisional 24% Chilean CIT credit is applicable. This provisional 24% Chilean corporate income tax credit must be confirmed with the

 

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information of a company’s taxable income as of December 31 of the year in which the dividend was paid. A company can agree with the Foreign Holders to withhold a higher amount in order to avoid under withholding of the Chilean withholding tax.

4) Circumstances when it is possible to use as tax credits in Chile certain income taxes paid abroad, or “foreign tax credit”: This occurs when dividends distributed by the Chilean company contain profits generated in third countries as their source. If that income was subject to withholding tax or corporate income tax in those third countries, such profits may have a credit or “foreign tax credit” against corresponding Chilean taxes, which can be proportionally transferred to the shareholders of a Chilean company.

New System in effect starting in 2017

The tax reform released in September 2014, as amended in February 2016, created two alternative mechanisms of shareholder-level income taxation beginning on January 1, 2017: a) accrued income basis (known as attributed-income system in Chile) shareholder taxation and b) cash basis (known as partially-integrated system in Chile and most similar to the current system) shareholder taxation.

Under the amended tax reform, a corporation such as Enersis Américas will be subject to the latter regime.

Under the partially-integrated regime, or shareholder cash basis regime, a company pays CIT on its annual result. Foreign and local individual shareholders will only pay in Chile the relevant tax on effective profit distributions and will be allowed to use the CIT paid by the distributing company as credit, with certain limitations. Only 65% of the CIT is creditable against the 35% shareholder-level tax (as opposed to 100% under the current FUT regime and under the accrued income basis). However, if there is a tax treaty signed before January 1, 2017 between Chile and the jurisdiction of residence of the shareholder (even if not yet in effect), the CIT is fully creditable against the 35% withholding tax. This is the case of the tax treaty signed between Chile and the United States. In the case of treaties signed prior to January 1, 2017 that have not been enacted, the full use of the CIT as credit will be maintained as long as such treaty is enacted on or before December 31, 2019.

The example below illustrates the effective Chilean withholding tax burden on a cash dividend received by a Foreign Holder, assuming a Chilean withholding tax base rate of 35%, an effective Chilean corporate income tax rate of 27% (CIT rate for 2018 and later for the shareholder cash basis regime) and a distribution of 50% of the net income of the company distributable after payment of the Chilean corporate income tax:

 

Line

  

Concept and calculation assumptions

   Amount
Tax treaty
resident
    Amount
Non-tax treaty
resident
 
1    Company taxable income (based on Line 1 = 100)      100.0        100.0   
2    Chilean corporate income tax : 27% x Line 1      27        27   
3    Net distributable income: Line 1 — Line 2      73        73   
4    Dividend distributed (50% of net distributable income): 50% of Line 3      36.5        36.5   
5    Withholding tax: (35% of (the sum of Line 4 and 50% of Line 2))      (17.5     (17.5
6    Credit for 50% of Chilean corporate income tax : 50% of Line 2      13.5        13.5   
7    CIT partial restitution (Line 6 x 35%)(1)      —          (4.725
8    Net withholding tax: Line 5 + Line 6 + Line 7      (4     (8.725
9    Net dividend received: Line 4 + Line 8      32.5        27.775   
10    Effective dividend Withholding rate : Line 8 / Line 4      10.95     23.90

 

(1) From a practical standpoint the foregoing means that the CIT is partially creditable (65%) against the withholding tax, i.e. CIT of 8.775

However, for purposes of the foregoing it is still not clear whether the taxpayer residence will be considered as that of the ADS’s Holder or the one of the Depository.

 

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Taxation on Capital Gains

Taxation on sale or exchange of ADSs, outside of Chile

Gains obtained by a Foreign Holder from the sale or exchange of ADSs outside Chile will not be subject to Chilean taxation.

Taxation on sale or exchange of Shares

The Chilean Income Tax Law includes a tax exemption on capital gains arising from the sale of shares of listed companies traded in the stock markets. Although there are certain restrictions, in general terms, the amendment provides that in order to qualify for the capital gain exemption: (i) the shares must be of a publicly held stock corporation with a “high presence” in the Chilean stock exchange, as defined in the section referring to the Chilean tax effects of the tender offer; (ii) the sale must be carried out in a Chilean stock exchange authorized by the SVS, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law or as the consequence of a contribution to a fund as regulated in Section 109 of the Chilean Income Tax Law; (iii) the shares which are being sold must have been acquired on a Chilean stock exchange, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law, or in an initial public offering (due to the creation of a company or to a capital increase), or due to the exchange of convertible publicly offered securities, or due to the redemption of a fund’s quota as regulated in Section 109 of the Chilean Income Tax Law; and (iv) the shares must have been acquired after April 19, 2001. For purposes of considering the ADS’s as convertible publicly offered securities, they should be registered in the Chilean foreign securities registry (or it is expressly excluded of it by the SVS).

If the shares do not qualify for the above exemption, capital gains on their sale or exchange of shares (as distinguished from sales or exchanges of ADSs representing such shares of common stock) could be subject to two alternative tax regimes: (a) the general tax regime, with a 24% Chilean CIT and a 35% Chilean withholding tax, the former being creditable against the latter; or (b) a 24% Chilean corporate income tax as sole tax regime, when all the following circumstances are met: (i) the sale is made between unrelated parties according to the standards set forth in Chilean Income Tax Law, (ii) the sale of shares is not a recurrent or habitual activity for the seller, (iii) at least one year has elapsed between the acquisition and the sale of the shares and (iv) the sale is made prior to January 1, 2017.

The date of acquisition of the ADSs is considered to be the date of acquisition of the shares for which the ADSs are exchanged.

Taxation of Share Rights and ADS Rights

For Chilean tax purposes and to the extent we issue any share rights or ADS rights, the receipt of share rights or ADS rights by a Foreign Holder of shares or ADSs pursuant to a rights offering is a nontaxable event. In addition, there are no Chilean income tax consequences to Foreign Holders upon the exercise or the lapse of the share rights or the ADS rights.

Any gain on the sale, exchange or transfer of any ADS rights by a Foreign Holder is not subject to taxes in Chile.

Any gain on the sale, exchange or transfer of the share rights by a Foreign Holder is subject to a 35% Chilean withholding tax.

Currently, there are no rights that are outstanding.

Other Chilean Taxes

There is no gift, inheritance or succession tax applicable to the ownership, transfer or disposition of ADSs by Foreign Holders, but such taxes will generally apply to the transfer at death or by gift of the shares by a Foreign Holder. There is no Chilean stamp, issue, registration or similar taxes or duties payable by holders of shares or ADSs.

 

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COMPARATIVE MARKET PRICE DATA

The common stock of each of Enersis Américas and Endesa Américas is traded on the Santiago Stock Exchange, Valparaíso Stock Exchange and the Chilean Electronic Stock Exchange. Shares of Enersis Américas common stock and Endesa Américas common stock are also traded in the United States on the NYSE, under the symbols “ENIA” and “EOCA,” in the form of ADSs evidenced by ADRs. Each Enersis Américas ADS represents 50 shares of Enersis Américas common stock and each Endesa Américas ADS represents 30 shares of Endesa Américas common stock. Endesa Américas common stock and ADSs have been publicly traded on the Chilean Stock Exchanges and the NYSE, respectively, only since April 21, 2016.

As of September 6, 2016, 49,092,772,762 shares of Enersis Américas common stock were issued and outstanding, including ADRs evidencing 98,947,363 outstanding Enersis Américas ADSs (equivalent to 4,947,368,150 Enersis Américas shares or 10.1% of the total number of issued shares of Enersis Américas common stock). As of September 6, 2016, 8,201,754,580 shares of Endesa Américas common stock were issued and outstanding, including ADRs evidencing 7,528,689 outstanding Endesa Américas ADSs (equivalent to 225,860,670 Endesa Américas shares or 2.8% of the total number of issued shares of Endesa Américas common stock). For additional information regarding the Chilean Stock Exchanges, see Item 9.C. of the Enersis Américas Form 20-F, which is incorporated herein by reference.

The table below shows, for the periods indicated, high and low closing prices, in Chilean pesos, of the shares of Enersis Américas and Endesa Américas common stock as reported by the Santiago Stock Exchange and the high and low closing prices, in U.S. dollars, of Enersis Américas and Endesa Américas ADSs as reported by the NYSE (which, in the case of Enersis Américas, include the value of Enersis Chile in the price of the common stock through April 21, 2016 and in the price of the ADSs through April 26, 2016).

 

     Santiago Stock Exchange(1)
Ch$ per share
     U.S. Stock Exchange(2) US$ per ADS  
     Enersis Américas      Endesa Américas      Enersis Américas      Endesa Américas  
     High      Low      High      Low          High          Low          High          Low  

2016

                       

September (through September 6, 2016)

     114.00         112.46         314.07         306.87         8.54         8.32         14.03         13.65   

August

     117.21         111.63         316.97         302.40         9.05         8.33         14.73         13.53   

July

     118.20         109.56         319.66         295.43         9.11         8.34         14.70         13.19   

June

     114.21         104.44         305.87         286.37         8.62         7.63         13.76         12.42   

May

     116.76         104.43         314.58         289.53         8.61         7.64         13.94         12.46   

April

     188.25         95.48         309.66         278.43         14.27         7.60         14.13         12.18   

March

     188.00         176.92         —           —           13.93         12.72         —           —     

February

     183.00         167.80         —           —           13.03         11.72         —           —     

January

     171.00         153.00         —           —           11.96         10.33         —           —     

2015

                       

4th Quarter

     200.00         161.16         —           —           13.99         11.25         —           —     

3rd Quarter

     208.33         174.02         —           —           16.10         12.20         —           —     

2nd Quarter

     226.25         196.00         —           —           18.72         15.38         —           —     

1st Quarter

     205.00         191.98         —           —           16.58         15.15         —           —     

2014

     210.75         143.00         —           —           17.59         13.08         —           —     

4th Quarter

     204.89         176.25         —           —           15.98         14.91         —           —     

3rd Quarter

     210.75         184.00         —           —           17.59         15.69         —           —     

2nd Quarter

     187.85         169.60         —           —           17.00         15.21         —           —     

1st Quarter

     171.85         143.00         —           —           15.55         13.08         —           —     

2013

     188.00         148.00         —           —           19.97         14.39         —           —     

4th Quarter

     172.40         153.00         —           —           17.22         14.57         —           —     

3rd Quarter

     173.77         151.00         —           —           17.66         14.72         —           —     

2nd Quarter

     183.00         148.00         —           —           19.56         14.39         —           —     

1st Quarter

     188.00         173.00         —           —           19.97         18.25         —           —     

2012

     203.50         150.10         —           —           20.87         15.50         —           —     

2011

     221.10         169.00         —           —           23.48         15.81         —           —     

 

(1) Source: Santiago Stock Exchange.
(2) Source: NYSENET. The ADS composite figures include transactions in all U.S. stock exchanges. One Enersis Américas ADS = 50 shares of Enersis Américas common stock. One Endesa Américas ADS = 30 shares of Endesa Américas common stock.

 

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COMPARATIVE PER SHARE DATA

The following table reflects: (i) the historical net income, cash dividends and book value per share of Enersis Américas common stock; (ii) the historical net income, cash dividends and book value per share of Endesa Américas common stock; (iii) the pro forma net income, cash dividends and book value per share after giving effect to the proposed merger; and (iv) the equivalent pro forma net income, cash dividends and book value per share attributable to 2.8 shares of Enersis Américas common stock which will be received for each share of Endesa Américas. The information presented in this table should be read in conjunction with, and is qualified in its entirety by, the Unaudited Pro Forma Consolidated Financial Statements, the audited consolidated financial statements of Enersis Américas and the audited combined financial statements of Endesa Américas included or incorporated by reference in this joint information statement/prospectus.

 

     Year Ended
December 31, 2015
 
     Ch$  

Historical — Enersis Américas

  

Basic and diluted net income from continuing operations per share

     8.35   

Cash dividends per share(1)

     6.21   

Book value per share (at period end)(2)

     122.75   

Historical — Endesa Américas

  

Basic and diluted net income per share

     22.01   

Cash dividends per share

     —     

Book value per share (at period end)(2)

     143.10   

Pro Forma Consolidated(3)

  

Basic and diluted net income from continuing operations per share(4)

     8.27   

Cash dividends per share(5)

     4.28   

Book value per share (at period end)(6)

     66.98   

Pro Forma Equivalent — Endesa Américas(7)

  

Basic and diluted net income from continuing operations per share

     23.16   

Cash dividends per share

     11.98   

Book value per share (at period end)

     187.54   

 

(1) Historical cash dividends per share paid in 2015 is calculated based on 2014 historical net income attributable to shareholders of Enersis Américas multiplied by the dividend policy of 50%.
(2) Historical book value per share is computed by dividing shareholders’ equity by the number of shares of common stock outstanding at the end of the period.
(3) See Unaudited Pro Forma Consolidated Financial Information included elsewhere in this joint information statement/prospectus.
(4) Pro forma consolidated basic and diluted net income per share is computed using the weighted-average number of shares of common stock outstanding, after the issuance of the Enersis Américas common stock in the merger.
(5) Pro forma consolidated cash dividends per share paid in 2015 is calculated based on 2014 pro forma consolidated net income attributable to shareholders of Enersis Américas multiplied by the dividend policy of 50%.
(6) The pro forma consolidated book value per share is computed by dividing pro forma shareholders’ equity, including the effect of pro forma adjustments, by the pro forma number of shares of Enersis Américas common stock which would have been outstanding had the merger been consummated as of December 31, 2015.
(7) The Endesa Américas pro forma equivalent consolidated per share amounts are computed by multiplying the pro forma consolidated per share amounts by the merger exchange ratio of 2.8 shares of Enersis Américas common stock for each share of Endesa Américas common stock.

 

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated statement of financial position as of December 31, 2015 and the unaudited pro forma consolidated statements of income for the years ended December 31, 2015, 2014 and 2013 give effect to the proposed merger of Endesa Américas and Chilectra Américas with and into Enersis Américas. The unaudited pro forma consolidated information is based on the historical consolidated financial statements of Enersis Américas after giving effect to (i) the spin-off by Enersis Américas of Enersis Chile and (ii) the merger transaction and applying the estimates, assumptions and adjustments described in the accompanying notes to the unaudited pro forma consolidated financial information and have been prepared in accordance with Article 11 of Regulation S-X (“Article 11”).

For pro forma purposes, the unaudited pro forma consolidated statement of financial position as of December 31, 2015 is presented as if the spin-off and the merger had occurred on that date. The unaudited pro forma consolidated statements of income for the years ended December 31, 2015, 2014 and 2013, in each case, are presented as if the spin-off and the merger had occurred on January 1, 2013.

The unaudited pro forma consolidated financial information has been prepared by Enersis Américas’ management for illustrative purposes and is not intended to represent the consolidated financial position or consolidated results of operations in future periods or what the results actually would have been had Enersis Américas completed the proposed merger during the specified periods. The unaudited pro forma consolidated financial information and accompanying notes should be read in conjunction with the following information presented in this joint information statement/prospectus: (1) the historical consolidated financial statements of Enersis Américas as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 and notes thereto, incorporated in this document by reference from the Enersis Américas Annual Report on Form 20-F for the year ended December 31, 2015 (the “Enersis Américas Form 20-F”), and (2) Part I. Item 5.A. “Operating Results” of the Enersis Américas Form 20-F incorporated in this document by reference.

 

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Unaudited Pro Forma Consolidated Statement of Financial Position as of December 31, 2015

 

     Consolidated
Historical
     Effects of the
Spin-Off (A)
    Effects of
the Merger
     Consolidated
Pro forma
 
     (in thousands of Ch$)  
ASSETS           

CURRENT ASSETS

          

Cash and cash equivalents

     1,185,163,344         —          —           1,185,163,344   

Other current financial assets

     68,262,446         —          —           68,262,446   

Other current non-financial assets

     101,989,057         —          —           101,989,057   

Trade and other current receivables

     1,088,131,567         —          —           1,088,131,567   

Current accounts receivable from related companies

     3,566,930         177,915,985        —           181,482,915   

Inventories

     95,057,897         —          —           95,057,897   

Current tax assets

     47,454,588         —          —           47,454,588   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total current assets other than assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

     2,589,625,829         177,915,985        —           2,767,541,814   
  

 

 

    

 

 

   

 

 

    

 

 

 

Non-current assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

     5,323,935,881         (5,323,935,881     —           —     
  

 

 

    

 

 

   

 

 

    

 

 

 

TOTAL CURRENT ASSETS

     7,913,561,710         (5,146,019,896 )                 2,767,541,814   
  

 

 

    

 

 

   

 

 

    

 

 

 

NON-CURRENT ASSETS

          

Other non-current financial assets

     489,528,204         —          —           489,528,204   

Other non-current non-financial assets

     77,562,708         —          —           77,562,708   

Trade and other non-current receivables

     398,695,864         —          —           398,695,864   

Investments accounted for using the equity method

     355,485         —          —           355,485   

Non-Current accounts receivable from related companies

     30,960,445         —          —           30,960,445   

Intangible assets other than goodwill

     981,399,272         —          —           981,399,272   

Goodwill

     444,199,047         —          —           444,199,047   

Property, plant and equipment

     5,003,566,633         —          —           5,003,566,633   

Deferred tax assets

     109,325,023         —          —           109,325,023   
  

 

 

    

 

 

   

 

 

    

 

 

 

TOTAL NON-CURRENT ASSETS

     7,535,592,681         —          —           7,535,592,681   
  

 

 

    

 

 

   

 

 

    

 

 

 

TOTAL ASSETS

     15,449,154,391         (5,146,019,896     —           10,303,134,495   
  

 

 

    

 

 

   

 

 

    

 

 

 

See Notes to the unaudited pro forma consolidated financial statements

 

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    Consolidated
Historical
    Effects of the
Spin-Off (A)
    Effects of
the Merger
    Consolidated
Pro forma
 
    (in thousands of Ch$)  

LIABILITIES AND EQUITY

       

CURRENT LIABILITIES

       

Other current financial liabilities

    687,873,508        —          —          687,873,508   

Trade and other current payables

    1,452,824,207        —          —          1,452,824,207   

Current accounts payable to related companies

    109,897,508        1,532,989        —          111,430,497   

Other current provisions

    127,299,176        —          —          127,299,176   

Current tax liabilities

    142,607,960        —          —          142,607,960   

Other current non-financial liabilities

    39,226,339        —          —          39,226,339   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities other than those associated with groups of assets for disposal classified as held for sale

    2,559,728,698        1,532,989        —          2,561,261,687   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities associated with groups of assets for disposal classified as held for sale

    1,945,652,102        (1,945,652,102     —            
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

    4,505,380,800        (1,944,119,113     —          2,561,261,687   
 

 

 

   

 

 

   

 

 

   

 

 

 

NON-CURRENT LIABILITIES

       

Other non-current financial liabilities

    1,847,296,592        —          —          1,847,296,592   

Trade and other non-current payables

    283,544,254        —          —          283,544,254   

Other long-term provisions

    183,848,284        —          —          183,848,284   

Deferred tax liabilities

    231,904,615        —          —          231,904,615   

Non-current provisions for employee benefits

    187,270,474        —          —          187,270,474   

Other non-current non-financial liabilities

    20,100,992        —          —          20,100,992   
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL NON-CURRENT LIABILITIES

    2,753,965,211        —          —          2,753,965,211   
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

    7,259,346,011        (1,944,119,113     —          5,315,226,898   

EQUITY

       

Issued Capital

    5,804,447,986        (2,229,108,975     961,947,749  (B)      4,537,286,760   

Retained earnings

    3,380,661,523        (1,322,162,479     —          2,058,499,044   

Other reserves

    (3,158,960,224     958,589,952        (488,852,484 )(C)      (2,689,222,756

Equity attributable to Parent Company

    6,026,149,285        (2,592,681,502     473,095,265        3,906,563,048   

Non-controlling interests

    2,163,659,095        (609,219,281     (473,095,265 )(D)      1,081,344,549   
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL EQUITY

    8,189,808,380        (3,201,900,783     —          4,987,907,597   
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

    15,449,154,391        (5,146,019,896     —          10,303,134,495   
 

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to the unaudited pro forma consolidated financial statements

 

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Unaudited Pro Forma Consolidated Statement of Income

For the year ended December 31, 2015

 

     Consolidated
Historical
    Effects of the
Spin-Off (A)
    Effects of
the Merger
    Consolidated
Pro forma
 
     (in thousands of Ch$, except share and per share amounts)  

Revenues

     4,667,645,310        —          —          4,667,645,310   

Other operating income

     633,794,268        7,616        —          633,801,884   

Revenues and other operating income

     5,301,439,578        7,616        —          5,301,447,194   

Raw materials and consumables used

     (2,777,201,512     —          —          (2,777,201,512

Contribution Margin

     2,524,238,066        7,616        —          2,524,245,682   

Other work performed by the entity and capitalized

     67,101,269        —          —          67,101,269   

Employee benefits expense

     (487,698,147     —          —          (487,698,147

Depreciation and amortization expense

     (320,542,197     —          —          (320,542,197

Impairment loss recognized in the period’s profit or loss

     (39,811,756     —          —          (39,811,756

Other expenses

     (488,528,749     (1,622,173     —          (490,150,922

Operating Income

     1,254,758,486        (1,614,557     —          1,253,143,929   

Other gains (losses)

     (6,566,225     —          —          (6,566,225

Financial income

     294,770,272        5,084,349        —          299,854,621   

Financial costs

     (385,455,340     —          —          (385,455,340

Share of profit (loss) of associates and joint ventures accounted for using the equity method

     3,332,971        —          —          3,332,971   

Foreign currency exchange differences

     128,238,047        37,882,570        —          166,120,617   

Profit (loss) from indexed assets and liabilities

     (9,266,040     —          —          (9,266,040

Income before taxes from continuing operations

     1,279,812,171        41,352,362        —          1,321,164,533   

Income tax expense, continuing operations

     (523,663,212     —          —          (523,663,212

NET INCOME FROM CONTINUING OPERATIONS

     756,148,959        41,352,362        —          797,501,321   

Net income attributable to:

        

Enersis Américas

     368,396,145        41,352,362        72,711,184  (E)      482,459,691   

Non-controlling interests

     387,752,814        —          (72,711,184 )(E)      315,041,630   

NET INCOME FROM CONTINUING OPERATIONS

     756,148,959        41,352,362        —          797,501,321   

Basic and diluted earnings per share (Ch$ per share)

        

Basic and diluted earnings per share from continuing operations

     7.50        —          —          8.27   

Basic and diluted earnings per share

     7.50        —          —          8.27   

Weighted average number of shares of common stock (in thousands)

     49,092,772.76        —          —          58,325,562.93   

See Notes to the unaudited pro forma consolidated financial statements

 

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Unaudited Pro Forma Consolidated Statement of Income For the year ended December 31, 2014

 

     Consolidated
Historical
    Effects of the
Spin-Off (A)
    Effects of
the Merger
    Consolidated
Pro forma
 
     (in thousands of Ch$, except share and per share amounts)  

Revenues

     4,806,455,737        122,447        —          4,806,578,184   

Other operating income

     399,914,051        10,419        —          399,924,470   

Revenues and other operating income

     5,206,369,788        132,866        —          5,206,502,654   

Raw materials and consumables used

     (2,631,669,436     —          —          (2,631,669,436

Contribution Margin

     2,574,700,352        132,866        —          2,574,833,218   

Other work performed by the entity and capitalized

     55,770,418        —          —          55,770,418   

Employee benefits expense

     (389,668,473     —          —          (389,668,473

Depreciation and amortization expense

     (350,742,750     —          —          (350,742,750

Impairment loss recognized in the period’s profit or loss

     (38,329,942     —          —          (38,329,942

Other expenses

     (463,729,264     (1,558,753     —          (465,288,017

Operating Income

     1,388,000,341        (1,425,887     —          1,386,574,454   

Other gains (losses)

     876,554        —          —          876,554   

Financial income

     251,121,762        16,082,533        —          267,204,295   

Financial costs

     (432,314,329     —          —          (432,314,329

Share of profit (loss) of associates and joint ventures accounted for using the equity method

     2,560,023        —          —          2,560,023   

Foreign currency exchange differences

     (18,493,594     1,115,920        —          (17,377,674

Profit (loss) from indexed assets and liabilities

     (13,630,068     —          —          (13,630,068

Income before taxes from continuing operations

     1,178,120,689        15,772,566        —          1,193,893,255   

Income tax expense, continuing operations

     (425,957,462     —          —          (425,957,462

NET INCOME FROM CONTINUING OPERATIONS

     752,163,227        15,772,566        —          767,935,793   

Net income attributable to:

        

Enersis Américas

     393,643,078        15,772,566        90,242,216  (F)      499,657,860   

Non-controlling interests

     358,520,149        —          (90,242,216 )(F)      268,277,933   

NET INCOME FROM CONTINUING OPERATIONS

     752,163,227        15,772,566        —          767,935,793   

Basic and diluted earnings per share (Ch$ per share)

        

Basic and diluted earnings per share from continuing operations

     8.02        —          —          8.57   

Basic and diluted earnings per share

     8.02        —          —          8.57   

Weighted average number of shares of common stock (in thousands)

     49,092,772.76        —          —          58,325,562.93   

See Notes to the unaudited pro forma consolidated financial statements

 

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Unaudited Pro Forma Consolidated Statement of Income For the year ended December 31, 2013

 

     Consolidated
Historical
    Effects of
the Spin-
Off (A)
    Effects of
the Merger
    Consolidated
Pro forma
 
     (in thousands of Ch$, except share and per share amounts)  

Revenues

     3,978,995,352        201,948        —          3,979,197,300   

Other operating income

     549,152,517        —          —          549,152,517   

Revenues and other operating income

     4,528,147,869        201,948        —          4,528,349,817   

Raw materials and consumables used

     (2,090,267,302     (1,377     —          (2,090,268,679

Contribution Margin

     2,437,880,567        200,571        —          2,438,081,138   

Other work performed by the entity and capitalized

     47,134,470               —          47,134,470   

Employee benefits expense

     (345,568,196            —          (345,568,196

Depreciation and amortization expense

     (315,966,141            —          (315,966,141

Impairment loss recognized in the period’s profit or loss

     (66,664,976            —          (66,664,976

Other expenses

     (405,747,911     (1,753,381     —          (407,501,292

Operating Income

     1,351,067,813        (1,552,810     —          1,349,515,003   

Other gains (losses)

     4,642,268               —          4,642,268   

Financial income

     246,615,814        7,373,302        —          253,989,116   

Financial costs

     (325,972,302     (139,799     —          (326,112,101

Share of profit (loss) of associates and joint ventures accounted for using the equity method

     979,875        —          —          979,875   

Foreign currency exchange differences

     (28,534,786     —          —          (28,534,786

Profit (loss) from indexed assets and liabilities

     (11,007,801     —          —          (11,007,801

Income before taxes from continuing operations

     1,237,790,881        5,680,693        —          1,243,471,574   

Income tax expense, continuing operations

     (442,455,343     —          —          (442,455,343

NET INCOME FROM CONTINUING OPERATIONS

     795,335,538        5,680,693        —          801,016,231   

Net income attributable to:

        

Enersis Américas

     423,306,797        5,680,693        73,843,553  (G)      502,831,043   

Non-controlling interests

     372,028,741        —          (73,843,553 )(G)      298,185,188   

NET INCOME FROM CONTINUING OPERATIONS

     795,335,538        5,680,693        —          801,016,231   

Basic and diluted earnings per share (Ch$ per share)

        

Basic and diluted earnings per share from continuing operations

     9. 36        —          —          9.23   

Basic and diluted earnings per share

     9. 36        —          —          9.23   

Weighted average number of shares of common stock (in thousands)

     45,218,860.05        —          —          54,451,650.21   

See Notes to the unaudited pro forma consolidated financial statements

 

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Notes to the Unaudited Pro Forma Consolidated Financial Statements

 

1. Description of the Transaction

The merger is part of a reorganization (the “Reorganization”) of certain companies ultimately controlled by Enel S.p.A., an Italian electricity generation company (“Enel”), which beneficially owned 60.6% of Enersis S.A. (hereinafter “Enersis”). The Reorganization is intended to separate the electricity generation and distribution businesses and related assets and liabilities of Enersis and its consolidated subsidiaries in Chile from the electricity generation, transmission and distribution businesses and related assets and liabilities of Enersis and its consolidated subsidiaries in Argentina, Brazil, Colombia and Peru.

The Spin-Off stage of the Reorganization process was carried out as follows:

The Reorganization began with spin-offs by Enersis and its subsidiaries, Chilectra S.A. (“Chilectra”) and Empresa Nacional de Electricidad S.A. (“Endesa Chile”).

Each of Chilectra and Endesa Chile effected spin-offs of their non-Chilean businesses and related assets and liabilities, resulting in the formation of Chilectra Américas S.A. (“Chilectra Américas”) as a separate new company from the spin-off by Chilectra and the formation of Endesa Américas S.A. (“Endesa Américas”) as a separate new company from the spin-off by Endesa Chile, which were allocated the equity interests and related assets and liabilities of Chilectra’ s and Endesa Chile’s businesses outside of Chile, respectively. After the spin-offs, the continuing companies, Chilectra and Endesa Chile, retained the equity interests and related assets and liabilities of Chilectra’ s and Endesa Chile’s businesses in Chile.

Following the Endesa Américas and Chilectra Américas spin-offs, Enersis effected a spin-off of its Chilean businesses and related assets and liabilities, resulting in the formation of Enersis Chile S.A. (“Enersis Chile”) as a separate new company from the spin-off by Enersis, which was allocated the equity interests and related assets and liabilities of Enersis’ businesses in Chile, including the equity interests in each of Endesa Chile and Chilectra. After the spin-off, the continuing company, Enersis which was renamed “Enersis Américas S.A.”, retained the equity interests and related assets and liabilities of Enersis’ businesses outside Chile, including the businesses, assets and liabilities held by each of the new companies, Chilectra Américas and Endesa Américas, created as a result of the spin-offs by Chilectra and Endesa.

The Merger stage of the Reorganization process would be carried out as follows:

Following the completion of the Endesa Américas and Chilectra Américas spin-offs and the Enersis spin-off described above, each of Enersis Américas, Endesa Américas and Chilectra Américas (then holding the non-Chilean assets and liabilities of their respective businesses), and subject to approval by shareholders of each company holding at least two-thirds of the outstanding shares of the applicable company, intend to merge (the “Merger”), with Enersis Américas continuing as the surviving company under the name Enel Américas S.A. (the “Surviving Company”).

Prior to the extraordinary shareholders’ meetings to vote on the Merger, Enersis Américas expects to commence a public cash tender offer (oferta pública de adquisición de valores, in Spanish) for all the outstanding shares and ADSs of Endesa Américas under Chilean law and applicable U.S. securities laws (the “Tender Offer”). The Tender Offer will be for all shares (other than those held by Enersis Américas), including in the form of ADSs represented by ADRs of Endesa Américas, for a price of Ch$ 300 per share (or the equivalent in U.S. dollars in the case of ADSs), and will be subject to other terms and conditions which will be provided at the appropriate time.

The Tender Offer is contingent on (i) the approval of the Merger by the relevant shareholders at the extraordinary shareholders’ meetings pursuant Chilean Companies Act, (ii) less than 10% of the outstanding shares of Enersis Américas, 10% of the outstanding shares of Endesa Américas and 0.91% of the outstanding

 

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shares of Chilectra Américas exercising the statutory merger dissenters’ withdrawal rights in connection with the Merger, provided that no shareholder will own more than 65% of Enersis Américas after all exercises of statutory merger dissenters’ withdrawal rights, and (iii) the absence of any material adverse effect on Endesa Américas and its subsidiaries.

Following the receipt of valuation reports by the Board of Directors and the Directors’ Committee of Enersis, a majority of the Board of Directors of Enersis determined that the number of shares of Enersis Américas to be paid by Enersis Américas as consideration for each share of Endesa Américas and Chilectra Américas in connection with the Merger, that the respective Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas expect to propose for approval by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas, will be as follows:

 

     Number of shares of
Enersis Américas
for each
 

Endesa Américas share

     2.8   

Chilectra Américas share

     4.0   

Following completion of the Merger, the Surviving Company will continue to have its shares publicly traded and listed in Chile on the Chilean Stock Exchanges and its ADRs traded on the NYSE. In the Merger, the shares of Endesa Américas and Chilectra Américas will be converted into shares of the Surviving Company and Endesa Américas and Chilectra Américas shares will cease trading on the Chilean Stock Exchanges and ADSs of Endesa Américas will cease to trade on the NYSE. Following the Merger, Enel is expected to continue to be the ultimate controlling shareholder, through its beneficial ownership, of a majority of the shares of the Surviving Company and the former minority shareholders of Endesa Américas and Chilectra Américas, together with the existing minority shareholders of Enersis Américas, will own their respective minority interest in the Surviving Company.

 

2. Basis of Presentation

We have prepared the unaudited pro forma consolidated financial information of Enersis Américas based on the historical audited consolidated financial statements of Enersis Américas as of December 31, 2015 and for the years ended December 31, 2015, 2014 and 2013. Prior to the Merger, both Endesa Américas and Chilectra Américas were controlled by Enersis Américas and, as a result, their financial positions and results of operations have been included in the historical consolidated financial statements of Enersis Américas.

In addition, the unaudited pro forma consolidated financial information of Enersis Américas gives effect to the recognition of the adjustments in assets, liabilities, equity, income and expenses related to the spin-offs of Enersis Chile, Endesa Américas and Chilectra Américas by Enersis, Endesa Chile and Chilectra.

The Merger will be accounted for as an exchange of the shares of Enersis Americas for the non-controlling interests in Endesa Américas and Chilectra Américas. The pro forma adjustments giving effect to the Merger primarily reflect the reclassification of the equity attributable to non-controlling interests and the earnings allocated to non-controlling interests to the equity interests of and earnings allocated to Enersis Americas shareholders, respectively.

The proposed merger of Endesa Américas and Chilectra Américas with and into Enersis Américas also may eventually have tax effects to be paid in Chile and Peru, whose effects as of December 31, 2015 were impracticable to estimate.

The pro forma adjustments are based upon currently available information and certain estimates and assumptions; actual results may differ from the pro forma Merger effects. Management believes that the

 

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assumptions provide a reasonable basis for presenting the significant effects of the Merger, are factually supportable, directly attributable, are expected to have a continuing impact on profit and loss and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

Tender Offer

The unaudited pro forma consolidated financial statements assume that no shares of Endesa Américas are tendered for cash in the Tender Offer for outstanding shares of Endesa Américas.

Statutory Merger Dissenters’ Withdrawal Rights

The unaudited pro forma consolidated financial statements assume that no shareholders of Enersis Américas, Endesa Américas and Chilectra Américas will exercise statutory merger dissenters’ withdrawal rights in connection with the Merger.

The following adjustments have been made to the unaudited pro forma consolidated financial information:

 

3. Pro Forma Adjustments

2015 Pro Forma Consolidated Statement of Financial Position

 

  (A) Represents the effects of separating the assets and liabilities as a result of the spin-off of Enersis, and its direct and indirect subsidiaries, Chilectra and Endesa as described in Note 1.

In the Statement of Financial Position as of December 31, 2015, the adjustments are related to:

- The reinstatement of accounts receivable/payable from/to related Chilean businesses and operations corresponding to the intercompany balances held by said discontinued operations with the rest of the subsidiaries of Enersis Américas, which had been previously eliminated in the preparation of the consolidated financial statements.

- Non-current assets and liabilities classified as held for distribution to owners were eliminated as they correspond to the assets and liabilities of the Chilean businesses and operations that were spun-off as Enersis Chile.

- Equity accounts that were allocated to the Chilean businesses and operations based on net assets value ratio assigned to them.

In the Statements of Income for the years ended December 31, 2015, 2014 and 2013, the adjustments are related to:

- The reinstatement of intercompany transactions between Enersis Americas and the discontinued operations that were previously eliminated in the preparation of consolidated financial statements. Because these intercompany transactions are expected to continue to occur after the spin-off, they have been reinstated to reflect their continuing effect.

 

  (B) Represents the capital increase related to the shares required to be issued by Enersis Américas as consideration in exchange for shares of Endesa Américas and Chilectra Américas in connection with the Merger. The amount of the capital increase was determined based on the quoted market value of Ch$171.07 per share of Enersis Américas as of December 31, 2015, that the shareholders of Endesa Américas and Chilectra Américas would receive as a consideration for the Merger based on the proposed merger exchange ratios of 2.8 shares of Enersis Américas for each share of Endesa Américas and 4.0 shares of Enersis Américas for each share of Chilectra Américas.

 

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  (C) Represents the recognition of the difference between the capital increase in Enersis Américas and the carrying amount of the non-controlling interests that will became part of the equity attributable to equity owners of Enersis Américas after completion of the Merger. The difference between the fair market value of the consideration received or paid and the amount by which the non-controlling interest is adjusted is being recognized in equity attributable to the owners of Enersis Américas.

 

  (D) Represents the elimination of the carrying amount of the acquired non-controlling interests that will become direct shareholders of Enersis Américas’ capital stock following the Merger and the exchange of shares of Endesa Américas and Chilectra Américas for shares of Enersis Américas.

2015 Pro Forma Consolidated Statement of Income

 

  (E) Represent the reclassification of the net income attributable to the non-controlling shareholders of Endesa Américas and Chilectra Américas that become shareholders of Enersis Américas as a result of the Merger.

2014 Pro Forma Consolidated Statement of Income

 

  (F) Represent the reclassification of the net income attributable to the non-controlling shareholders of Endesa Américas and Chilectra Américas that become shareholders of Enersis Américas as a result of the Merger.

2013 Pro Forma Consolidated Statement of Income

 

  (G) Represent the reclassification of the net income attributable to the non-controlling shareholders of Endesa Américas and Chilectra Américas that become shareholders of Enersis Américas as a result of the Merger.

 

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INFORMATION ABOUT ENERSIS AMÉRICAS

History and Development

Enersis Américas is an electricity utility company engaged, through its subsidiaries and affiliates, in the generation, transmission and distribution of electricity businesses in Argentina, Brazil, Colombia, and Peru.

Enersis Américas is a publicly held limited liability stock corporation that traces its origins to Compañía Chilena de Electricidad Ltda. (“CCE”), which was formed in 1921 and later nationalized in 1970. During the 1980s, the sector was reorganized and CCE’s operations were divided into one generation company and two distribution companies, one with a concession in the Valparaíso Region and the other with a concession in the Santiago metropolitan region, Compañía Chilena Metropolitana de Distribución Eléctrica S.A. From 1982 to 1987, the Chilean electric utility sector went through a process of re-privatization. In August 1988, Compañía Chilena Metropolitana de Distribución Eléctrica S.A., Enersis Américas’ predecessor company, changed its name to Enersis S.A. It operated under the name Enersis S.A. from 1988 until March 1, 2016, when its name was changed to Enersis Américas S.A. Since January 1983, Enersis Américas has been registered in Santiago with the SVS under Registration No. 0175. Enersis Américas is also registered with the United States Securities and Exchange Commission under the commission file number 001-12440 since October 19, 1993. The predecessor of Enersis Américas was organized under the laws of the Republic of Chile on June 19, 1981.

Enersis Américas’ contact information in Chile is:

 

Street Address:

 

Telephone:

Web site:

  Santa Rosa 76, 15th floor
Santiago, Código Postal 8330099, Chile
+56 2 2353-4400
www.enersisamericas.cl

Principal Shareholder

Since June 2009, Enel S.p.A. (“Enel”), which holds a beneficial ownership of 60.6% of Enersis Américas shares, has been the controlling shareholder of Enersis Américas. Enel is an international energy company operating worldwide in the power and gas markets, with a focus on Europe and Latin America. Enel operates in 32 countries across four continents, with over 95 GW of net installed capacity and distributes electricity and gas through a network covering approximately 1.9 million km. Enel has 61 million customers worldwide.

Incorporation of Information by Reference

The foregoing information concerning Enersis Américas does not purport to be complete. For additional information, see the documents listed under “Incorporation by Reference” which are either included or incorporated by reference in this document.

 

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ENERSIS AMÉRICAS SELECTED FINANCIAL DATA

The following selected financial data as of and for the three years ended December 31, 2015 was derived from the audited consolidated financial statements of Enersis Américas. In April 2016, Enersis Américas completed the spin-off of its Chilean energy generation and distribution business as Enersis Chile S.A. The selected financial data for all periods has been restated to reflect the Enersis Chile business as discontinued operations. The selected financial data should be read in conjunction with Enersis Américas’ Operating and Financial Review and the consolidated financial statements and notes thereto incorporated by reference into this joint information statement/prospectus.

The following table sets forth Enersis Américas’ selected consolidated financial data for the years indicated:

 

    As of and for the year ended December 31,  
    2015(1)     2015     2014     2013  
    (US$ millions)     (Ch$ millions)  

Consolidated Statement of Comprehensive Income Data

     

Revenues and other operating income

    7,465        5,301,440        5,206,370        4,528,148   

Operating expenses(2)

    (5,698     (4,046,682     (3,818,370     (3,177,080

Operating income

    1,767        1,254,758        (1,388,000     1,351,068   

Financial income (expense), net

    40        28,287        (213,316     (118,899

Total gain (loss) on sale of non-current assets not held for sale

    (9     (6,566     877        4,642   

Other non-operating income

    5        3,333        2,560        980   

Income before income tax

    1,802        1,279,812        1,178,121        1,237,791   

Income tax expenses, continuing operations

    (737     (523,663     (425,958     (442,455
 

 

 

   

 

 

   

 

 

   

 

 

 

Income after tax from continuing operations

    1,065        756,149        752,163        795,336   

Income after tax from discontinued operations

    547        388,321        215,332        318,065   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    1,612        1,144,470        967,495        1,113,401   

Net income attributable to shareholders of the Company

    932        661,587        571,873        658,514   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Minority interests

    680        482,883        395,622        454,887   

Net income (loss) from continuing operations per average number of shares basic and diluted (Ch$/US$)

    0.01        8.35        8.344        9.49   

Net income (loss) from continuing operations per average number of ADS (Ch$/US$)

    0.59        417,50        417.00        474.50   

Net income (loss) from discontinued operations per average number of shares basic and diluted (Ch$/US$)

    0.01        5.13        3.31        5.08   

Net income (loss) from discontinued operations per average number of ADSs (Ch$/US$)

    0.36        256.50        165.50        254.00   

Net income (loss) per average number of shares, basic and diluted (Ch$/US$ per share)

    0.01        8.35        8.34        9.49   

Net income (loss) per average number of ADSs (Ch$/US$ per ADS)

    0.59        417.50        417.00        474.50   

Cash dividends per share (Ch$/US$ per share)

    0.01        6.21        6.21        4.25   

Cash dividends per ADS (Ch$/US$ per ADS)

    0.44        310.72        335.34        212.51   

Weighted average number of shares of common stock (millions)

      49,093        49,093        45,219   

Number of ADS (millions)(3)

      100        103        105   

Consolidated Statement of Financial Position Data

   

Total assets

    21,754        15,449,154        15,921,322        15,177,664   

Non-current liabilities

    3,878        2,753,965        4,447,282        3,688,940   

Equity attributable to shareholders

    8,486        6,026,149        6,201,976        6,168,554   

Equity attributable to Minority interests

    3,047        2,163,659        2,077,243        2,338,911   

Total equity

    11,532        8,189,808        8,279,219        8,507,464   

Capital stock

    8,173        5,804,448        5,804,448        5,828,040   

Other Consolidated Financial Data

   

Capital expenditures (CAPEX)(4)

    1,919        1,362,561        1,089,362        774,820   

Depreciation, amortization and impairment losses(5)

    507        360,354        389,073        382,631   

 

(1) Solely for the convenience of the reader, Chilean peso amounts have been converted into U.S. dollars at the exchange rate of Ch$ 710.16 per U.S. dollar, as of December 31, 2015.
(2) Operating expenses include selling and administration expense.
(3) As of December 31 of each year.
(4) CAPEX figures represent effective payments for each year.
(5) For further detail please refer to Note 30 of the Notes to the Enersis Américas consolidated financial statements.

 

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INFORMATION ABOUT ENDESA AMÉRICAS

The following information concerning Endesa Américas is provided by reference to the information set forth in the Annual Report on Form 20-F of Endesa Américas for the year ended December 31, 2015 (the “Endesa Américas Form 20-F”) which is attached to this document as Annex A.

History and Development of the Endesa Américas Business

The information set forth in Item 4.A. of the Endesa Américas Form 20-F is incorporated herein by reference.

Business Overview

The information set forth in Item 4.B. of the Endesa Américas Form 20-F is incorporated herein by reference.

Organizational Structure

The information set forth in Item 4.C. of the Endesa Américas Form 20-F is incorporated herein by reference.

Property, Plant and Equipment

The information set forth in Item 4.D. of the Endesa Américas Form 20-F is incorporated herein by reference.

Principal Shareholder

The information set forth in Item 7.A. of the Endesa Américas Form 20-F is incorporated herein by reference.

Legal Proceedings

The information set forth in Item 8.A.7. of the Endesa Américas Form 20-F is incorporated herein by reference.

Exchange Controls

The information set forth in Item 10.D. of the Endesa Américas Form 20-F is incorporated herein by reference.

Taxation

The information set forth in Item 10.E. of the Endesa Américas Form 20-F is incorporated herein by reference.

Market Prices of Common Equity of Endesa Américas

The information set forth in Item 9.A.4. of the Endesa Américas Form 20-F is incorporated herein by reference.

Dividends Paid by Endesa Américas

As required by the Chilean Companies Act, unless otherwise decided by unanimous vote of the holders of all of the issued and outstanding shares, Endesa Américas must distribute a cash dividend in an amount equal to at least 30% of its consolidated net profits for that year determined in accordance with Chilean generally accepted accounting principles unless and except to the extent it has incurred losses.

 

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ENDESA AMÉRICAS SELECTED FINANCIAL DATA

The following selected financial data as of and for the years ended December 31, 2015, 2014 and 2013 was derived from the audited combined financial statements of Endesa Américas. In April 2016, Endesa Chile completed the spin-off of its non-Chilean energy generation business as Endesa Américas S.A. The financial data for Endesa Américas is not necessarily indicative of what the financial position or results of operations would have been had Endesa Américas been an independent public company during the periods presented. The selected financial data should be read in conjunction with Endesa Américas’ Operating and Financial Review and the combined financial statements and notes thereto, included in the Endesa Américas Form 20-F attached as Annex A to this joint information statement/prospectus.

The following table sets forth Endesa Américas’ selected combined financial data for the years indicated:

 

     As of and for the year ended December 31,  
     2015(1)     2015     2014     2013  
     (US$ millions)     (Ch$ millions)  

Combined Statement of Comprehensive Income Data

        

Revenues and other operating income

     1,835        1,303,115        1,215,559        1,057,395   

Operating expenses(2)

     (1,044     (741,548     (592,512     (543,889

Operating income

     791        561,567        623,047        513,506   

Financial income (expense), net

     95        67,687        8,564        (63,135

Total gain (loss) on sale of non-current assets not held for sale

     (1     (509     750        843   

Other non-operating income

     55        38,680        61,598        95,038   

Income before income taxes

     940        667,425        693,959        546,252   

Income tax

     (361     (256,249     (204,051     (167,912

Net income

     579        411,176        489,908        378,340   

Net income attributable to shareholders of the Company

     254        180,532        220,154        180,784   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Minority interests

     325        230,644        269,754        197,556   

Net income per average number of shares basic and diluted (Ch$/US$)

     0.03        22.01        26.84        22.04   

Net income per average number of ADSs, basic and diluted
(Ch$/US$ per ADS)

     0.93        660.32        805.25        661.24   

Number of shares of common stock (millions)(3)

       8,202        8,202        8,202   

Number of ADS (millions)(4)

       11        9        10   

Combined Statement of Financial Position Data

        

Total assets

     5,477        3,889,706        4,002,717        3,833,136   

Non-current liabilities

     1,657        1,176,779        1,260,501        1,160,263   

Equity attributable to shareholders

     1,653        1,173,699        1,224,710        1,206,187   

Equity attributable to Minority interests

     1,217        864,219        792,346        908,398   

Total equity

     2,870        2,037,918        2,017,056        2,114,585   

Allocated Capital

     1,267        899,434        899,434        899,434   

Other Combined Financial Data

        

Capital expenditures (CAPEX)(5)

     386        273,899        266,281        206,848   

Depreciation, amortization and impairment losses(6)

     159        113,219        105,894        103,577   

 

(1) Solely for the convenience of the reader, Chilean peso amounts have been converted into U.S. dollars at the exchange rate of Ch$ 710.16 per U.S. dollar, as of December 31, 2015.
(2) Operating expenses include selling and administration expense.
(3) Represents number of shares distributed in the spin-off of Endesa Américas to shareholders of Endesa Chile.
(4) Represents number of ADSs based on number of shares distributed in the spin-off of Endesa Américas to shareholders of Endesa Chile. One ADS represents 30 shares of Endesa Américas.
(5) CAPEX figures represent effective payments for each year.
(6) For further detail please refer to Notes 8 and 26 of the Notes to the Endesa Américas combined financial statements.

 

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CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the consolidated ratio of earnings to fixed charges of Endesa Américas for each of the periods indicated. For purposes of this table: “Earnings” are defined as pre-tax income from continuing operations adjusted for undistributed earnings of less than majority owned subsidiaries and fixed charges excluding capitalized interest. “Fixed charges” are defined as interest on borrowings (whether expensed or capitalized), the portion of rental expense applicable to interest, and amortization of debt issuance costs.

 

     Year ended
December 31,
 
     2015      2014  

Ratio of earnings to fixed charges

     19.46         5.72   

The pro forma consolidated ratio of earnings to fixed charges of Enersis Américas, as the surviving company following the consummation of the merger, for the year ended December 31, 2015 is 5.13.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The information set forth in Item 5. of the Endesa Américas Form 20-F is incorporated herein by reference.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth in Item 11. of the Endesa Américas Form 20-F is incorporated herein by reference.

 

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MANAGEMENT OF ENERSIS AMÉRICAS

Directors and Officers of Enersis Américas

Upon effectiveness of the merger, the senior management and the directors of Endesa Américas and Chilectra Américas will resign and the senior management and directors of Enersis Américas will continue as the senior management and directors of the surviving company.

Directors

The Enersis Américas Board of Directors consists of seven members who are elected for a three-year term at an Ordinary Shareholders’ Meeting (“OSM”). If a vacancy occurs in the interim, the Board of Directors elects a temporary director to fill the vacancy until the next OSM, at which time the entire Board of Directors will be elected.

Set forth below are the directors of Enersis Américas who are expected to continue to serve as directors of the surviving company. The business address of our directors is c/o Enersis Américas S.A., Santa Rosa 76, Santiago, Chile.

 

Directors

   Position    Current Position
Held Since
 

Francisco de Borja Acha B.

   Chairman      2015   

José Antonio Vargas L.

   Vice Chairman      2016   

Domingo Cruzat A.

   Director      2016   

Livio Gallo

   Director      2016   

Patricio Gómez S.

   Director      2016   

Hernán Somerville S.

   Director      2013   

Enrico Viale

   Director      2016   

At the OSM held on April 28, 2016, a new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 29, 2016, the directors agreed to appoint Mr. Domingo Cruzat A., Mr. Patricio Gómez S. and Mr. Hernán Somerville S. as members of the Directors’ Committee. Additionally, Mr. Somerville was appointed as Chairman and Financial Expert of the Directors’ Committee.

Set forth below are brief biographical descriptions of our directors, of whom two reside in Chile and the rest in Europe.

Francisco de Borja Acha B.

Chairman of the Board of Directors

Mr. Acha has been the Director of Legal Affairs and Corporate Matters of Enel S.p.A (“Enel”) since February 2012 and is currently the Chairman of our Board of Directors and a member of the Board of Directors of Enel Iberoamérica, S.R.L., Enel Latinoamérica S.A., and Secretary and General Counsel of Endesa, S.A. in Spain. Prior to joining the Enel group, he served as a professor of commercial law at Universidad Carlos III de Madrid, as State Attorney for the State Legal Service before the High Court of Madrid, Chief State Attorney of the Regional Legal Service of Madrid of the Spanish Revenue Service, Secretary of the Board of Directors and Director of the Legal Department of the State Industrial Agency, an organization controlled by the Spanish government with the aim of implementing government guidelines on restructuring and industrial restructuring, special schemes and partial derogations from community rules on competition, and Director of the Legal Department of Sociedad Estatal de Participaciones Industriales, an organization controlled by the Spanish government with the aim of promoting privatizations of state-owned public investments. Mr. Acha holds a degree in law from Universidad Complutense de Madrid (Madrid, Spain).

 

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José Antonio Vargas L.

Vice Chairman of the Board of Directors

Mr. Vargas has served as Chairman of Codensa and Emgesa (our two Colombian subsidiaries) since 2006. From 1999 to 2006, he served as CEO of the Empresa de Energía de Bogotá, an energy transmission company. He has more than 20 years of experience in the energy sector, especially in the gas, coal and electricity industries and he served as director of several companies in the Colombian energy sector and public services. He also served as Chairman and Vice Chairman of the Commission and Regional Energy Integration, Chairman of the Colombian Committee and Vice Chairman for Latin America and Caribbean countries of the World Energy Council. In addition, Mr. Vargas served as Minister of the Colombian government, Ambassador of Colombia to the European Union, the Kingdom of Belgium and the Grand Duchy of Luxembourg and Trade Representative of the Colombian government in Spain and Mediterranean Europe. Mr. Vargas holds a degree in law, specialized in business law, public services and in administration and corporate finance.

Domingo Cruzat A.

Director and Member of the Directors’ Committee

Mr. Cruzat is currently a director of Conpax, a construction company, Coprefrut, a fruit cooperative, Tech Pack S.A., a commodity chemicals company and producer of flexible packaging, and Empresa de Servicios Sanitarios de Los Lagos, a company that provides drinking water and wastewater collection in southern Chile. He is also a professor at the ESE Business School of the Universidad de Los Andes (Santiago, Chile). He serves as a director of the Corporación Esperanza, a drug rehabilitation center. Previously, Mr. Cruzat served as a director of several private companies: Viña San Pedro Tarapacá, a Chilean winery, Compañia Sud Americana de Vapores, a shipping company, Solfrut, a fruit company, Alto, Inmobiliaria Plaza Santo Domingo, a real estate company and Principal Financial Group. He served as Chairman of the Public Companies System. Mr. Cruzat started his career in Celulosa Arauco y Constitución, a forestry company, serving in several positions. Mr. Cruzat also worked in the Marketing department of Procter & Gamble, in the United States. Subsequently, he moved back to Chile to serve as Marketing Director for Procter & Gamble, Commercial Director of Pesquera San José S.A., Coloso, a fish processing company. He also served as CEO of Watt’s Aliment, a food company, and Bellsouth Comunicaciones S.A., a telecommunication company. Mr. Cruzat holds a degree in Civil Engineering from the Universidad de Chile (Santiago, Chile) and an M.B.A. from the Wharton School of the University of Pennsylvania (Pennsylvania, USA).

Livio Gallo

Director

Mr. Gallo has served as Head of Infrastructure and Global Networks of Enel S.p.A since July 2014. He is also the Chairman of the Board of Directors of Enel Sole S.r.L., as well as a director of Endesa S.A. and CESI S.p.A., a technical services provider for the power industry. Mr. Livio joined Enel in 1999 as Head of the Sales Department for Eurogen, Elettrogen e Interpower, a power generation company. In 2002, he became head of Enel Distribuzione’s Commercial Department. In 2005, he was appointed as Head of Enel’s Italian Infrastructure and Networks Division and CEO of Enel Distribuzione, positions that he held until 2014, when he was appointed to his current position. Mr. Gallo served as CEO of Deval S.p.A., an electricity distributor, from 2005 to 2011, and Chairman of the Board of Directors of Enel Rete Gas from 2005 to 2013. Prior to joining Enel, he served as a member of the European Technology Platform for Smart Grids from 2004 to 2010 and then as Chairman and founding member of the European Operators of Distribution Networks for Smart Grids Association, of which he is currently the Vice Chairman. Since 2006, he has been a member of the Executive Committee of the Italian Electrotechnical Committee. He also served as Vice Chairman of Elsag Bailey Process Automation’s department for Western Europe and Africa, as well as a member of its Executive Committee. In addition, Mr. Livio served as CEO and Director of several Italian and foreign companies. Mr. Livio holds a degree in Electronic Engineering from the Politecnico di Milano (Milan, Italy).

 

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Patricio Gómez S.

Director and Member of the Directors’ Committee

Mr. Gómez is currently the Executive Director and partner of Sur Capital Partners, a private investment firm. He is a Board Member of BO Packaging, a packaging company with businesses in Chile and Peru, and El Tejar Ltd, an agricultural company with businesses in Brazil and Bolivia. Mr. Gómez also serves as member of the Board of Directors of Nortel, a telecommunications company. He also served as a Board Member of Integramedica, a Chilean medical center, and TIBA, a satellite service provider for the cable industry in Latin America. From 1999 to 2004, Mr. Gómez served as Latin America’s Managing Director for General Electric Capital –GE Equity, being responsible for the private equity investments portfolio. He worked in the investment banking department of Santander Río Bank and in the treasury department for Bunge & Born group, an Argentine economic group. Mr. Gómez holds a Bachelors in Business Administration from George Mason University (Virginia, USA) and an M.B.A. from George Washington University (Washington DC, USA).

Hernán Somerville S.

Director, Chairman and Financial Expert of the Directors’ Committee

Mr. Somerville has been a Director since 1999 and the Committee’s Financial Expert since April 2013. From 1983 to 1988, he was Director of the Central Bank of Chile, serving as Chief Debt Negotiator for Chilean public and private commercial bank debt. Mr. Somerville was the Chairman of CPC, the Chilean Confederation of Production & Commerce. Since 1989, he has been the Managing Director and Partner of Fintec, a Chilean investment, advisory and management company. He was the Chairman of the Chilean Association of Banks and Financial Institutions, and also was Chairman of the Latin American Federation of Banks. He was the former Chairman of Transbank S.A., which manages credit and debit cards in Chile. He was also a Board Member of INACAP, a Chilean vocational school, and the former Chairman of the Chilean Pacific Foundation, a Chilean foundation with links to Pacific Ocean countries. Mr. Somerville earned a law degree from Universidad de Chile (Santiago, Chile) and studied Comparative Law at New York University Law School (New York, USA).

Enrico Viale

Director

Mr. Viale is currently a Director of Enel Global Generation and Chairman of the Board of Directors of Endesa Chile. Mr. Viale joined Enel in 2003 as Country Manager for Southeastern Europe and has occupied diverse positions within Enel subsidiaries, such as Chief Executive Officer (“CEO”) of Enel Maritza East 3. Between 2008 and 2014, he served as Chief Operating Officer, managing Enel’s interest in OGK-5 and Rusenergosbyt, and supporting SeverEnergia’s upstream gas operations, before becoming Country Manager and CEO of Enel Russia. He began his career in 1986 at GIE, an Italian energy company. He was Vice Chairman of ABB, a global provider of power and automation technologies, for the Structured Finance business, a division that provided debt capital and equipment for projects, and asset-backed financing such as leasing. He was also Chief Financial Officer of Ansaldo Energía, an Italian supplier, installer and service provider for power generation plants, among various finance positions. Mr. Viale holds a civil engineering degree with specialization in hydraulic engineering from the Polytechnic University of Turin (Turin, Italy) and an M.B.A. from University of Santa Clara Business School (California, USA). He has also taken training courses at Politecnico di Milano (Milan, Italy) and at the Massachusetts Institute of Technology (Massachusetts, USA). Executive Officers.

Executive Officers

Our executive officers are appointed and hold office at the discretion of the Board of Directors. Set forth below are our executive officers, who are expected to continue to serve as executive officers of the surviving company.

 

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The business address of our executive officers is c/o Enersis Américas S.A., Santa Rosa 76, Santiago, Chile.

 

Executive Officers

  

Position

   Current Position Held Since  

Luca D’Agnese

   Chief Executive Officer      2015   

Antonio Barreda T.

   Procurement Officer      2015   

Marco Fadda

   Planning and Control officer      2013   

Javier Galán A.

   Chief Financial Officer      2014   

Francesco Giorgianni

   Institutional Affairs Officer      2014   

José Miranda M.

   Communications Officer      2014   

Alain Rosolino

   Internal Audit Officer      2012   

Domingo Valdés P.

   General Counsel      1999   

Paola Visintini V.

   Human Resources Officer      2014   

Set forth below are brief biographical descriptions of our executive officers, all of whom reside in Chile.

Luca D’Agnese was appointed our CEO in January 2015. He started his career at Hewlett-Packard, an information technology firm. In 1988, Mr. D’Agnese joined McKinsey & Company, a management consulting company, where he became partner. From 2003 to 2005, Mr. D’Agnese was the CEO of the Italian company, Gestore della Rete di Transmissione Nazionale (GRTN), which later merged with Terna, an Italian electricity transmission grid operator. In Terna, he was Operations Director and was in charge of planning and implementation of investments, as well as network operations and maintenance. Between 2007 and 2010, he was the CEO of Ergycapital, an Italian investment company listed on the Milan Stock Exchange specializing in renewable energy. Mr. D’Agnese joined Enel in 2011 as Romanian country manager. In 2014, he became Director of the Eastern European Division, as well as Chairman of the Board of Directors and CEO of Slovenské Elektrárne, an Enel subsidiary in the Slovak Republic. Mr. D’Agnese holds a degree in physics from Scuola Normale Superiore di Pisa (Pisa, Italy) and holds an M.B.A. from the INSEAD business school (Fontainebleau, France).

Antonio Barreda T. has served as our Procurement Officer since January 2015. Between 2008 and 2014, he served as deputy director of Works and Services Latam. Between 2001 and 2008, he served in our Company as deputy director of both Business Relations Providers and of Corporate Service Purchases. Between 2000 and 2001, Mr. Barreda served as Contracts Manager for CAM, our former subsidiary. Mr. Barreda holds a degree in electrical engineering from Universidad de Santiago (Santiago, Chile) and an M.B.A. from Pontificia Universidad Católica de Chile (Santiago, Chile).

Marco Fadda was appointed our Planning and Control Officer in April 2013. In 1998, he joined Enel, and in 1999 he was promoted to head of Management Control at Enel Trade S.p.A. in the Administration, Finance and Control Department, where he assumed his position for four years. He later joined the Department of Planning and Control of Generation & Energy Management (GEM Division), and in 2009 was promoted to Manager of Planning and Control of the GEM Division. He has been a member and team coordinator on significant international projects. Mr. Fadda holds a degree in economics from the Università degli Studi di Genova (Genoa, Italy) and received a masters in network business administration at the Politecnico di Milano (Milan, Italy).

Javier Galán A. was appointed our CFO in December 2014. He joined Endesa Spain in 1992 as International Operations Officer. In 1993, he became CFO of Endesa Desarrollo, a subsidiary of Endesa Spain, where he initiated the international expansion of Endesa Spain’s operations, mainly in Latin America. Since then, he has held various managerial positions within the group with responsibilities in Finance, Management Control, Strategy, and M&A, as well as serving on several Boards of Directors. In 2006, he was appointed Endesa Spain’s CFO and in 2013 CFO of an Enel division in Italy. Prior to joining Endesa Spain, Mr. Galán worked at the Chase Manhattan Bank, N.A., in London, as the Vice Chairman of Corporate Finance and in Madrid as Senior Analyst in the Corporate Finance and Treasury Program, as Treasurer of Red Eléctrica de España S.A., the operator of the

 

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Spanish electricity system. Mr. Galán holds an economics degree from Universidad Complutense de Madrid (Madrid, Spain) and an M.B.A. from the Instituto de Empresas de Madrid (Madrid, Spain), and a graduate degree in Senior Management from the IESE Business School (Madrid, Spain).

Francesco Giorgianni was appointed our Institutional Affairs Officer and Shareholder’s Management Officer in November 2014. Mr. Giorgianni is a lawyer specialized in public policy, regulatory and antitrust. Since 2000, he has worked in the management of Institutional Affairs of the Enel Group, where he successively served as director of Regulatory and Antitrust Policies (until 2004), director of European and Italian Institutional Affairs in official representation of Enel in Brussels (until 2007), director of European and Italian Institutional Affairs based in Rome and Brussels (until June 2011) and since July 2011, he served as Director General of Enel’s Institutional Affairs, worldwide. Prior to joining Enel Group, Mr. Giorgianni worked in the privatization team of the Italian Ministry of the Treasury advising the Italian Government on the liberalization of energy, water and telecommunications markets, and preparing the IPO of ENI S.p.A., an energy company, Enel, Telecom Italia and BNL BNP Paribas, a bank. He was also member of the Board of Directors of ST Microelectronics, a semiconductor company, of Sviluppo Nucleare Italia, a nuclear energy company, and he served as CEO of Enel Gas Storage. Mr. Giorgianni holds a degree in law from Università di Roma “La Sapienza” (Rome, Italy), with a Masters in Public Administration from the Scuola Nazionale dell’Amministrazione (Rome, Italy), and graduate degrees from the London Business School (London, England) and Harvard University (Massachusetts, USA).

José Miranda M. was appointed our Communications Officer in December 2014. Mr. Miranda worked 11 years at Televisión Nacional de Chile (TVN), a Chilean TV channel, as producer of many shows and covering events such as presidential elections in Peru, Venezuela and the rescue of 33 underground miners in Chile. From 2008 to 2010, he worked as General Producer of the Chilean news channel “Canal 24 Horas de Noticias,” another TVN channel. In 2011, Mr. Miranda joined TVN again, as General Producer of the Entertainment Area and later as Executive Producer of Children’s Content and Executive Producer of Purchasing International and National Contents. Mr. Miranda is an Audiovisual Communicator with a degree from DUOC UC (Santiago, Chile), holds a graduate degree in Management Skills from Universidad de Chile (Santiago, Chile) and he participated in the program “Corporate Entrepreneur and Open Innovation” from Berkeley University-Fundación Chile.

Alain Rosolino was appointed our Internal Audit Officer in December 2012. He joined Enel in 2003, having held several positions in the audit area at Enel, Enel Romania, Enel Green Power, Enel Latin America, and from 2011 to 2012, at Enel EGP IBAL (Iberian Peninsula and Latin America). Mr. Rosolino holds a Business Administration Degree from Libera Università Internazionale degli Studi Sociali Guido Carli (Rome, Italy).

Domingo Valdés P. was appointed our General Counsel in May 1999. Mr. Valdés is also currently in charge of Legal Counsel and Corporate Governance Department of our Company. He joined Chilectra in 1993 and our Company in 1997. Mr. Valdés worked as an intern at the New York City law firms of Milbank, Tweed, Hadley & McCloy LLP and Chadbourne & Parke LLP. Before joining Chilectra, Mr. Valdés was a lawyer at Chase Manhattan Bank, N.A., Corporate Department (Chile) and an associate at Carey & Cía., a Santiago based law firm. Mr. Valdés is also Secretary of our Board of Directors and a Professor of Economic and Antitrust Law at Universidad de Chile. Mr. Valdés holds a law degree from Universidad de Chile (Santiago, Chile), a Master of Law Degree from University of Chicago (Illinois, USA) and he attended a Management Program for Lawyers at the Yale University School of Management (Connecticut, USA).

Paola Visintini V. was appointed our Human Resources Officer in December 2014. She joined Chilectra in 2005 as Commercial Development Assistant Officer. After six years, she became our Communications Officer. In 2013, she was appointed Head of the Communications Agency of the Latin American Division of our Company. Prior to joining our Company, Ms. Visintini worked as the Advertising and Market Research Assistant Manager in Bellsouth Chile S.A., a telecommunications company, as the Head of the IT Department at Banco Santander, as Studies Director at Search Marketing S.A. and as a clinical psychologist in the Consultorio El Roble CIDECO. Ms. Visintini holds a degree in psychology from Universidad de Chile (Santiago, Chile) with graduate studies in leadership and coaching, and trained as an Ontological Coach by Newfield (Santiago, Chile).

 

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HISTORICAL FINANCIAL STATEMENTS

Endesa Américas

The combined financial statements and reports of the independent registered accounting firms thereon dated April 29, 2016, set forth in Item 18. of the Endesa Américas Form 20-F is incorporated herein by reference.

 

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COMPARISON OF RIGHTS OF HOLDERS OF ENDESA AMÉRICAS COMMON STOCK AND HOLDERS OF ENERSIS AMÉRICAS COMMON STOCK

The following summary highlights material differences between the current rights of holders of Enersis Américas common stock and holders of Endesa Américas common stock. Because both companies are incorporated under the laws of Chile and subject to the Chilean Companies Act, the differences in the rights of an Enersis Américas shareholder and the rights of an Endesa Américas shareholder arise only from differences in the bylaws of Enersis Américas and Endesa Américas. The summary below is not a complete discussion of the bylaws of Enersis Américas and Endesa Américas and the Chilean Companies Act. Endesa Américas shareholders should read carefully the relevant provisions of the Chilean Companies Act and the bylaws of Enersis Américas and Endesa Américas. Copies of each company’s bylaws are filed as exhibits to the registration statement of which this joint information statement/ prospectus is a part.

 

    

Enersis Américas

  

Endesa Américas

Board Composition:    The company shall be managed by a Board of Directors composed of seven members who may or may not be shareholders of the company.    The company shall be managed by a Board of Directors composed of nine members.

Matters Reserved for Extraordinary

Shareholders’ Meetings:

  

The Chilean Companies Act provides that certain matters are reserved for determination at extraordinary shareholders’ meetings, including:

 

•    The dissolution of the company;

 

•    Transformation, merger, or division of the company and amendments to its bylaws;

 

•    Bond and convertible debenture issuances;

 

•    The disposal of 50% or more of assets, with or without its liabilities, to be determined on the basis of the balance sheet for the previous financial year; and likewise, any business plan definition or amendment that involves the sale of assets above the aforementioned percentage. Likewise the sale or transfer of ownership of 50% or more of the assets of a subsidiary, provided that this represents at least 20% of the assets of the company, and any disposal of its shares that implies that the parent

  

In addition to the matters specified under the Chilean Companies Act, the following additional matter is reserved for determination at extraordinary shareholders’ meetings:

 

•    The transfer or contribution, in whole or in part, of constructed thermal or hydroelectric plants, that are declared as essential in the company’s investment and financial policy.

 

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Enersis Américas

  

Endesa Américas

  

company ceases to be its controller;

 

•    The granting of real or personal guarantees to secure third party obligations, unless granted to subsidiaries, in which case, the approval of the Board of Directors will be sufficient; and

 

•    Other matters which, by law, or by these bylaws, should be known by, and subject to the extraordinary shareholders’ meetings.

  

Vote Required for Approval

of Amendments to Bylaws

   Any amendment to the bylaws requires approval of 2/3 of the outstanding shares with voting rights, except for specific articles that require approval of 75% of the outstanding shares with voting rights.    Amendments to the bylaws requires approval of simple majority of the outstanding shares with voting rights, except for specific articles that require approval of 75% of the outstanding shares with voting rights.

Endesa Américas paid dividends of Ch$ 9.37144 per share on May 24, 2016 to holders of record of Shares on May 17, 2016 and dividends of US$ 0.4045 per ADS (each ADS representing 30 common shares) on June 13, 2016 to holders of record of ADSs on May 17, 2016 in respect of fiscal year 2016.

 

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LEGAL MATTERS

Certain matters of Chilean law, including the validity of the Enersis Américas common stock, will be passed upon for us by Philippi, Prietocarrizosa Ferrero DU & Uría SPA, Santiago, Chile. Certain matters of New York law will be passed upon for us by Chadbourne & Parke LLP, New York, New York.

EXPERTS

The consolidated financial statements of Enersis Américas and its subsidiaries as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015, incorporated in this joint information statement/prospectus by reference from the Enersis Américas Form 20-F, and the effectiveness of its internal control over financial reporting as of December 31, 2015 have been audited by Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada (“EY Ltda.”), an independent registered public accounting firm, as set forth in their reports thereon which are incorporated herein by reference and which are based in part on the reports of KPMG Auditores Consultores Ltda., an independent registered public accounting firm, for Endesa Chile and some of its subsidiaries, associates and jointly controlled entities. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

The combined financial statements of Endesa Américas S.A. as of December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015 have been included herein in reliance upon the reports of KPMG Auditores Consultores Ltda., an independent registered public accounting firm, Pistrelli, Henry Martin y Asociados S.R.L. (Endesa Argentina S.A.), independent registered public accounting firm, and Ernst & Young Auditores Independientes S.S. (Enel Brasil, an associate company), independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firms as experts in accounting and auditing.

 

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ENFORCEABILITY OF CIVIL LIABILITIES

Enersis Américas is a publicly held stock corporation that was organized under the laws of Chile. None of our directors or executive officers are residents of the United States and all or a substantial portion of our assets and the assets of these persons are located outside the United States. As a result, except as explained below, it may not be possible for investors to effect service of process within the United States upon such persons, or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States or otherwise obtained in U.S. courts.

No treaty exists between the United States and Chile for the reciprocal enforcement of judgments. Chilean courts, however, have enforced final judgments rendered in the United States by virtue of the legal principles of reciprocity and comity, subject to the review in Chile of the United States judgment in order to ascertain whether certain basic principles of due process and public policy have been respected without reviewing the merits of the subject matter of the case. If a United States court grants a final judgment in an action based on the civil liability provisions of the federal securities laws of the United States, enforceability of this judgment in Chile will be subject to the obtaining of the relevant “exequatur” (i.e., recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in force at that time, and consequently, subject to the satisfaction of certain factors. Currently, the most important of these factors are:

 

    the existence of reciprocity;

 

    the absence of any conflict between the foreign judgment and Chilean laws (excluding for this purpose the laws of civil procedure) and public policies;

 

    the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances;

 

    the absence of any further means for appeal or review of the judgment in the jurisdiction where judgment was rendered;

 

    the Chilean courts’ determination that the United States courts had jurisdiction;

 

    that service of process was appropriately served on the defendant and that the defendant was afforded a real opportunity to appear before the court and defend its case; and

 

    that enforcement would not violate Chilean public policy.

In general, the enforceability in Chile of final judgments of United States courts does not require retrial in Chile but a review of certain relevant legal considerations (i.e. principles of due process and public policy). However, there is doubt:

 

    as to the enforceability in original actions in Chilean courts of liabilities predicated solely on the United States federal securities laws; and

 

    as to the enforceability in Chilean courts of judgments of United States courts obtained in actions predicated solely upon the civil liability provisions of the federal securities laws of the United States.

In addition, foreign judgments cannot be enforced in any way against properties located in Chile, which, as a matter of Chilean law, are subject exclusively to Chilean law and to the jurisdiction of Chilean courts.

Enersis Américas has appointed Puglisi & Associates as its authorized agent upon which service of process may be served in any action which may be instituted against us in any United States federal or state court having subject matter jurisdiction in the State of New York, County of New York arising out of or based upon the Enersis Américas ADSs or the Enersis Américas Deposit Agreement.

Enersis Américas has also appointed CT Corporation System at 111 Eighth Avenue, New York, NY 10011 as its authorized agent upon which service of process may be served in the U.S. in any action which may be instituted against Enersis Américas arising out of or based upon this joint information statement/prospectus.

 

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ANNEX A

ANNUAL REPORT ON FORM 20-F OF ENDESA AMÈRICAS, S.A. FOR

THE YEAR ENDED DECEMBER 31, 2015


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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

Date of event requiring this shell company report                     

For the transition period from                      to                     

Commission file number: 001-37724

 

 

ENDESA AMÉRICAS S.A.

(Exact name of Registrant as specified in its charter)

 

 

ENDESA AMÉRICAS S.A.

(Translation of Registrant’s name into English)

CHILE

(Jurisdiction of incorporation or organization)

Santa Rosa 76, Santiago, Chile

(Address of principal executive offices)

Raúl Arteaga, phone: (56-2) 2630-9727, raul.arteaga@enel.com, Santa Rosa 76, Piso 15, Santiago, Chile

(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 Representing Common Stock

Common Stock, no par value*

  New York Stock Exchange

 

* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

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

(Title of Class)

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

Shares of Common Stock:

   8,201,754,580

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 check mark 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:    ¨  Yes    x  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    ¨  No

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

Large accelerated filer  ¨                                         Accelerated filer  ¨                                         Non-accelerated filer  x

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

 

U.S. GAAP  ¨  

International Financial Reporting Standards as issued

by the International Accounting Standards Board  x

   Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:    ¨  Item 17            ¨  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

 

 

 


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Endesa Américas’ Organizational Structure(1)

As of December 31, 2015 (assuming the spin-off of Endesa Américas had occurred as of such date)

 

 

LOGO

 

 

(1) Only principal operating combined entities are presented here. The percentage listed for each of our combined entities represents our economic interest in such combined entity.
(2) We hold 56.4% of Emgesa’s voting rights as a result of a transfer of voting rights from Enersis Américas and we are allowed to appoint the majority of the Board members pursuant to a shareholders’ agreement. We therefore control Emgesa. For more information on our control and combination of Emgesa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.

 

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TABLE OF CONTENTS

 

            Page  

Glossary

     A-4   

Introduction

     A-9   

Overview of the Spin-Off and Reorganization

     A-9   

Presentation of Information

     A-12   

Forward-Looking Statements

     A-14   

PART I

       

Item 1.

     Identity of Directors, Senior Management and Advisers      A-15   

Item 2.

     Offer Statistics and Expected Timetable      A-15   

Item 3.

     Key Information      A-15   

Item 4.

     Information on the Company      A-30   

Item 4A.

     Unresolved Staff Comments      A-93   

Item 5.

     Operating and Financial Review and Prospects      A-93   

Item 6.

     Directors, Senior Management and Employees      A-119   

Item 7.

     Major Shareholders and Related Party Transactions      A-129   

Item 8.

     Financial Information      A-131   

Item 9.

     The Offer and Listing      A-133   

Item 10.

     Additional Information      A-134   

Item 11.

     Quantitative and Qualitative Disclosures About Market Risk      A-152   

Item 12.

     Description of Securities Other Than Equity Securities      A-156   

PART II

       

Item 13.

     Defaults, Dividend Arrearages and Delinquencies      A-158   

Item 14.

     Material Modifications to the Rights of Security Holders and Use of Proceeds      A-158   

Item 15.

     Controls and Procedures      A-158   

Item 16.

     Reserved      A-159   

Item 16A.

     Audit Committee Financial Expert      A-159   

Item 16B.

     Code of Ethics      A-159   

Item 16C.

     Principal Accountant Fees and Services      A-160   

Item 16D.

     Exemptions from the Listing Standards for Audit Committees      A-160   

Item 16E.

     Purchases of Equity Securities by the Issuer and Affiliated Purchasers      A-160   

Item 16F.

     Change in Registrant’s Certifying Accountant      A-160   

Item 16G.

     Corporate Governance      A-160   

Item 16H.

     Mine Safety Disclosure      A-160   

PART III

       

Item 17.

     Financial Statements      A-161   

Item 18.

     Financial Statements      A-161   

Item 19.

     Exhibits      A-161   

 

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GLOSSARY

 

AFP    Administradora de Fondos de Pensiones    A legal entity that manages a Chilean pension fund.
Ampla    Ampla Energia e Serviços S.A.    A publicly held Brazilian distribution company operating in Rio de Janeiro, owned by Enel Brasil.
ANEEL    Agência Nacional de Energia Elétrica    Brazilian governmental agency for electric energy.
BNDES    Banco Nacional de Desarrollo Económico y Social    The National Bank for Economic and Social Development (“BNDES”) is the principal agent of development in Brazil with a focus on sustainable social and environmental development.
Cachoeira Dourada    Centrais Elétricas Cachoeira Dourada S.A.    Brazilian generation company owned by Enel Brasil.
CAMMESA    Compañía Administradora del Mercado Mayorista Eléctrico S.A.    Argentine autonomous entity in charge of the operation of the Mercado Eléctrico Mayorista (Wholesale Electricity Market), or MEM. CAMMESA’s stockholders are generation, transmission and distribution companies, large users and the Secretariat of Energy.
Chilean Stock Exchanges    Chilean Stock Exchanges    The three principal stock exchanges located within Chile: the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange.
Chilectra Américas    Chilectra Américas S.A.    Electricity distribution company owned by Enersis Américas holding minority interests in electricity distribution companies in Argentina, Brazil, Colombia and Peru.
Chilectra Chile    Chilectra S.A.    Chilean electricity distribution company owned by Enersis Chile operating in the Santiago metropolitan area.
CIEN    Companhia de Interconexão Energética S.A.    Brazilian transmission company, wholly-owned by Enel Brasil.
Codensa    Codensa S.A. E.S.P.    Colombian distribution company that operates mainly in Bogotá and controlled by Enersis Américas.

 

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Coelce    Companhia Energética do Ceará S.A.    A publicly held Brazilian distribution company operating in the state of Ceará. Coelce is controlled by Enel Brasil.
COES    Comité de Operación Económica del Sistema    Peruvian entity in charge of coordinating the efficient operation and dispatch of generation units to satisfy demand.
Costanera    Central Costanera S.A.    A publicly held Argentine generation company that is controlled by us. Formerly known as Endesa Costanera.
CREG    Comisión de Regulación de Energía y Gas    Colombian Commission for the Regulation of Energy and Gas.
CTM    Compañía de Transmisión del Mercosur S.A.    Argentine transmission company and a subsidiary of Enel Brasil.
DCV    Depósito Central de Valores S.A.    Chilean Central Securities Depositary.
Edegel    Edegel S.A.A.    A publicly held Peruvian generation company, our combined entity.
Edelnor    Empresa de Distribución Eléctrica de Lima Norte S.A.A.    A publicly held Peruvian distribution company, with a concession area in the northern part of Lima, and a subsidiary of Enersis Américas.
Edesur    Empresa Distribuidora Sur S.A.    Argentine distribution company, with a concession area in the south of the Buenos Aires greater metropolitan area, and a subsidiary of Enersis Américas.
El Chocón    Hidroeléctrica El Chocón S.A.    Argentine generation company with two hydroelectric plants, El Chocón and Arroyito, both located in the Limay River, Argentina and our combined entity.
Emgesa    Emgesa S.A. E.S.P.    Colombian generation company, our combined entity.
Endesa Américas    Endesa Américas S.A.    Our company, a publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, with electricity generation operations in Argentina, Brazil, Colombia and Peru. The Registrant of this Report.

 

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Endesa Chile    Empresa Nacional de Electricidad S.A.    A publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, with electricity generation assets in Chile, and a combined entity of Enersis Chile
Enel    Enel S.p.A.    An Italian energy company with multinational operations in the power and gas markets. A 60.6% beneficial owner of Enersis Américas and our ultimate parent company.
Enel Brasil    Enel Brasil, S.A.    Brazilian holding company and a subsidiary of Enersis Américas. Enel Brasil was formerly known as Endesa Brasil S.A.
Enel Iberoamérica    Enel Iberoamérica, S.R.L.    A wholly-owned subsidiary of Enel and owner of 20.3% of Enersis Américas, which it acquired from Endesa Spain in October 2014. Enel Iberoamérica was formerly known as Enel Energy Europe S.R.L.
Enel Latinoamérica    Enel Latinoamérica, S.A.    A wholly-owned subsidiary of Enel Iberoamérica and owner of 40.3% of Enersis Américas.
Enersis Américas    Enersis Américas S.A.    A publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, with subsidiaries engaged primarily in the generation, transmission and distribution of electricity in Argentina, Brazil, Colombia, and Peru, and is controlled by Enel. Our parent company.
Enersis Chile    Enersis Chile S.A.    A publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, which holds combined entities engaged primarily in the generation and distribution of electricity in Chile, and is controlled by Enel.
ENRE    Ente Nacional Regulador de la Electricidad    Argentine national regulatory authority for the energy sector.
ESM    Extraordinary Shareholders’ Meeting    Extraordinary Shareholders’ Meeting.

 

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FONINVEMEM    Fondo para Inversiones Necesarias que permitan Incrementar la Oferta de Energía Eléctrica en el Mercado Eléctrico Mayorista    Argentine fund created to increase electricity supply in the MEM.
Fortaleza    Central Geradora Termelétrica Fortaleza S.A.    Brazilian generation company that operates a combined cycle plant, located in the state of Ceará. Fortaleza is wholly-owned by Enel Brasil.
Gener    AES Gener S.A.    Chilean generation company and our competitor in Argentina and Colombia.
IFRS    International Financial Reporting Standards    International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
LNG    Liquefied Natural Gas    Liquefied natural gas.
MEM    Mercado Eléctrico Mayorista    Wholesale Electricity Market in Argentina, Colombia and Peru.
MME    Ministério de Minas e Energia    Brazilian Ministry of Mines and Energy.
NCRE    Non-Conventional Renewable Energy    Energy sources which are continuously replenished by natural processes, such as wind, biomass, mini-hydro, geothermal, wave or tidal energy.
NIS    Sistema Interconectado Nacional    National interconnected electric system. There are such systems in Argentina, Brazil and Colombia.
ONS    Operador Nacional do Sistema Elétrico    Electric System National Operator. Brazilian non-profit private entity responsible for the planning and coordination of operations in interconnected systems.
Osinergmin    Organismo Supervisor de la Inversión en Energía y Minería    Energy and Mining Investment Supervisor Authority, the Peruvian regulatory electricity authority.
OSM    Ordinary Shareholders’ Meeting    Ordinary Shareholders’ Meeting.
SVS    Superintendencia de Valores y Seguros    Chilean Superintendence of Securities and Insurance, the authority that supervises public companies, securities and the insurance business.
UF    Unidad de Fomento    Chilean inflation-indexed, Chilean peso-denominated monetary unit.

 

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UTA    Unidad Tributaria Anual    Chilean annual tax unit. One UTA equals 12 Unidad Tributaria Mensual (“UTM”), which is a Chilean inflation-indexed monthly tax unit used to define fines, among other purposes.
VAD    Valor Agregado de Distribución    Value added from distribution of electricity.
XM    Expertos de Mercado S.A. E.S.P.    A subsidiary of Interconexión Eléctrica S.A. (“ISA”), a Colombian company that provides system management in real time services in electrical, financial and transportation sectors.

 

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INTRODUCTION

As used in this Report on Form 20-F, first person personal pronouns such as “we,” “us” or “our” refer to Endesa Américas S.A. (“Endesa Américas” or the” Company”) and our combined entities unless the context indicates otherwise. Unless otherwise noted, our interest in our principal combined entities and jointly-controlled entities and associates is expressed in terms of our economic interest as of December 31, 2015.

We are a Chilean company engaged directly and through our combined entities and jointly-controlled entities in the electricity generation business in Argentina, Colombia and Peru and minority interest in generation, distribution and transmission operations in Brazil. As of the date of this Report, our direct controlling entity, Enersis Américas S.A. (“Enersis Américas”), beneficially owns 60.0% of our shares. Enel S.p.A. (“Enel”), an Italian energy company with multinational operations in the power and gas markets, beneficially owns 60.6% of Enersis Américas through wholly-owned subsidiaries.

Overview of the Spin-Off and Reorganization

The Spin-Off is part of a reorganization (the “Reorganization”) of certain companies ultimately controlled by Enel, which beneficially owns 60.6% of Enersis Américas. The Reorganization is intended to separate the electricity generation businesses and assets of Empresa Nacional de Electricidad S.A. (“Endesa Chile”) electricity generation businesses and assets in Chile from those in Argentina, Brazil, Colombia and Peru.

The Spin-Offs

Endesa Chile conducted a “división” or “demerger” under Chilean corporate law to separate Endesa Chile into two companies. The new company, Endesa Américas was established as a separate company and was assigned the equity interests, assets and associated liabilities of the Company’s businesses outside of Chile (the “Separation”) on March 1, 2016. Endesa Américas registered the shares of Endesa Américas with the Securities Registry of the SVS under Chilean law and the SEC under applicable U.S. federal securities laws, and on April 21, 2016, Endesa Chile distributed to its shareholders shares of Endesa Américas in proportion to their share ownership in Endesa Chile based on a ratio of one share of Endesa Américas for each outstanding share of the Company (the “Distribution,” and together with the Separation, the “Spin-Off”). Following the Separation and the Spin-Off, Endesa Chile continues to hold the Chilean businesses and assets formerly owned by Endesa Chile.

In addition to the Spin-Off, Chilectra S.A., a Chilean electricity distribution company and subsidiary of Enersis (“Chilectra”), conducted a “demerger” and spun-off to its shareholders pro rata the shares of a new Chilean company, Chilectra Américas S.A. (“Chilectra Américas”), that holds the non-Chilean businesses and assets, comprised exclusively of Chilectra’s ownership interests in shares of companies domiciled outside of Chile (the “Chilectra Spin-Off” and together with the Spin-Off, the “Endesa/Chilectra Spin-Offs”). Chilectra Américas registered the shares of Chilectra Américas with the Securities Registry of the SVS and Chilectra continues to hold the Chilean businesses and assets of Chilectra (“Chilectra Chile”).

Enersis Américas, as the former 60.0% owner of Endesa Chile and the 99.1% owner of Chilectra prior to the Endesa/Chilectra Spin-Offs, now owns 60.0% of Endesa Américas and 99.1% of Chilectra Américas as a result of the Endesa/Chilectra Spin-Offs and the minority shareholders of Endesa Chile and Chilectra hold their respective percentage interests in Endesa Américas and Chilectra Américas, respectively. The shares of Endesa Américas and Chilectra Américas are listed and traded on the Chilean Stock Exchanges, and the American Depositary Receipts (“ADRs”) of Endesa Américas are listed and traded on the New York Stock Exchange (“NYSE”).

Following the Endesa/Chilectra “demergers”, Enersis S.A. conducted a “demerger” of Enersis Chile S.A. (“Enersis Chile”) and changed its name to Enersis Américas S.A. and, following the Endesa/Chilectra Spin-Offs, spun-off to its shareholders pro rata the shares of a new Chilean company, Enersis Chile, that was assigned the

 

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Chilean businesses and assets, including the equity interests in each of Endesa Chile and Chilectra Chile after giving effect to the Endesa/Chilectra “demergers” (the “Enersis Spin-Off”). Enersis Chile registered the shares of Enersis Chile with the Securities Registry of the SVS under Chilean law and the SEC under applicable U.S. federal securities laws in connection with the Enersis Spin-Off, which was completed in April 2016.

Enel beneficially owns 60.6% of Enersis Chile, and the minority shareholders of Enersis Américas own their respective percentage interest in Enersis Chile. The shares of Enersis Chile are listed and traded on the Chilean Stock Exchanges and the ADRs of Enersis Chile are listed and traded on the NYSE.

The following chart sets forth our corporate structure as of the date of this Report:

 

LOGO

The Merger

Enersis Américas, our Company and Chilectra Américas, and subject to approval by shareholders holding at least two-thirds of the outstanding shares of the relevant companies, intend to merge together (the “Merger”), with Enersis Américas continuing as the surviving company under the name Enersis Américas S.A. (the “Surviving Company”). Following completion of the Merger, the Surviving Company expects to continue to have its shares publicly traded and listed in Chile on the Chilean Stock Exchanges and its ADRs traded on the NYSE. In the Merger, the shares of our Company and Chilectra Américas are expected to be converted into shares of the Surviving Company and Endesa Américas and Chilectra Américas shares will cease trading on the Chilean Stock Exchanges and Endesa Américas ADRs would cease to trade on the NYSE. Following the Merger, Enel is expected to continue to be the ultimate controlling shareholder, through its beneficial ownership, of the Surviving Company and the former minority shareholders of Enersis Américas, Endesa Américas and Chilectra Américas will own the minority interest in the Surviving Company.

A majority of the Board of Directors of Endesa Chile has determined the number of shares of Enersis Américas to be paid by Enersis Américas as consideration for each share of Endesa Américas in connection with the Merger, if approved by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas to be 2.8 shares of Enersis Américas for one share of Endesa Américas.

The Tender Offer

In connection with the Merger (as described below), Enersis Américas expects to conduct a public cash tender offer (oferta pública de adquisición de valores) for the shares and ADSs of Endesa Américas under Chilean law and applicable U.S. securities laws (the “Tender Offer”). The Tender Offer is expected to commence immediately prior to the date of the extraordinary shareholders’ meetings of Endesa Américas to approve the Merger.

 

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The Tender Offer is contingent on (i) the completion of the Endesa/Chilectra Spin-Offs and the Enersis Spin-Off, (ii) the approval of the Merger by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas at separate extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas as described in “— The Merger,” (iii) less than 6.73% of the outstanding shares of Enersis Américas, 7.72% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the right of withdrawal in connection with the Merger, and (iv) the absence of any significant adverse supervening events that would make the Tender Offer not in the best interest of Enersis Américas.

The Tender Offer is expected to be for all shares, including in the form of ADSs represented by ADRs of Endesa Américas (other than those held by Enersis Américas), for a price of Ch$ 285.00 per share (or the equivalent in U.S. dollars at the date of payment in the case of ADSs), and will be subject to other terms and conditions which will be provided at the appropriate time. The Tender Offer is expected to occur by the third quarter of 2016.

The following chart sets forth our group corporate structure following the Merger:

 

LOGO

In connection with the Merger, each of Enersis Américas, Endesa Américas and Chilectra Américas expects to hold an extraordinary shareholders’ meeting to approve the Merger during the third quarter of 2016. Prior to such extraordinary shareholders’ meetings, Enersis Américas will register the shares of the Surviving Company to be issued in the Merger with the SEC under the Securities Act. In connection with their respective extraordinary shareholders’ meetings to approve the Merger, Enersis Américas will distribute to the shareholders of each of Enersis Américas and Endesa Américas an information statement/prospectus containing information about the Merger and the Surviving Company.

 

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PRESENTATION OF INFORMATION

Financial Information

In this Report, unless otherwise specified, references to “U.S. dollars,” “US$,” are to dollars of the United States of America; references to “pesos” or “Ch$” are to Chilean pesos, the legal currency of Chile; references to “Ar$” or “Argentine pesos” are to the legal currency of Argentina; references to “R$,” or “reais” are to Brazilian reais, the legal currency of Brazil; references to “soles” are to Peruvian Soles, the legal currency of Peru; references to “CPs” or “Colombian pesos” are to the legal currency of Colombia; references to “€” or “Euros” are to the legal currency of the European Union; and references to “UF” are to Development Units (Unidades de Fomento).

The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is adjusted daily to reflect changes in the official Consumer Price Index (“CPI”) of the Chilean National Institute of Statistics (Instituto Nacional de Estadísticas or “INE”). The UF is adjusted in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed in order to reflect a proportionate amount of the change in the Chilean CPI during the prior calendar month. As of December 31, 2015, one UF was equivalent to Ch$ 25,629.09. The U.S. dollar equivalent of one UF was US$ 36.09 as of December 31, 2015, using the Observed Exchange Rate reported by the Central Bank of Chile (Banco Central de Chile) as of December 31, 2015 of Ch$ 710.16 per US$ 1.00. The U.S. dollar observed exchange rate (dólar observado) (the “Observed Exchange Rate”), which is reported by the Central Bank of Chile and published daily on its webpage, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market

The Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to maintain the Observed Exchange Rate within a desired range.

As of March 31, 2016, one UF was equivalent to Ch$ 25,812.05. The U.S. dollar equivalent of one UF was US$ 38.54 on March 31, 2016, using the Observed Exchange Rate reported by the Central Bank of Chile as of such date of Ch$ 669.80 per US$ 1.00.

Our combined financial statements and, unless otherwise indicated, other financial information concerning us included in this Report are presented in Chilean pesos. We have prepared our combined financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

All of our combined entities are combined and all their assets, liabilities, income, expenses and cash flows are included in the combined financial statements after making the adjustments and eliminations related to intra-group transactions. References in this Report to combined entities refer to entities that are controlled, either directly or indirectly, by Endesa Américas. Control is achieved when Endesa Américas (i) has power over the entity, (ii) is exposed, or has rights, to variable returns from its involvement with the entity and (iii) has the ability to use its power to effect its returns. Endesa Américas has power over its combined entities when it holds the majority of the substantive voting rights or, when it has less than a majority of the voting rights, and those rights are sufficient to give it the practical ability to direct the relevant activities of the entity unilaterally.

For the convenience of the reader, this Report contains translations of certain Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar equivalent for information in Chilean pesos is based on the Observed Exchange Rate for December 31, 2015, as defined in “Item 3. Key Information — A. Selected Financial Data — Exchange Rates”. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. No representation is made that the Chilean peso or U.S. dollar amounts shown in this Report could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at such rate or at any other rate. See “Item 3. Key Information — A. Selected Financial Data — Exchange Rates”.

 

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Technical Terms

References to “TW” are to terawatts; references to “GW” and “GWh” are to gigawatts and gigawatt hours, respectively; references to “MW” and “MWh” are to megawatts and megawatt hours, respectively; references to “kW” and “kWh” are to kilowatts and kilowatt hours, respectively; references to “kV” are to kilovolts, and references to “MVA” are to megavolt amperes. References to “BTU” and “MBTU” are to British thermal unit and million British thermal units, respectively. A “BTU” is an energy unit equal to approximately 1,055 joules. References to “Hz” are to hertz; and references to “mtpa” are to metric tons per annum. Unless otherwise indicated, statistics provided in this Report with respect to the installed capacity of electricity generation facilities are expressed in MW. One TW equals 1,000 GW, one GW equals 1,000 MW and one MW equals 1,000 kW.

Statistics relating to aggregate annual electricity production are expressed in GWh and based on a year of 8,760 hours, except for leap years, which are based on 8,784 hours. Statistics relating to installed capacity and production of the electricity industry do not include electricity of self-generators.

Energy losses experienced by generation companies during transmission are calculated by subtracting the number of GWh of energy sold from the number of GWh of energy generated (excluding their own energy consumption and losses on the part of the power plant), within a given period. Losses are expressed as a percentage of total energy generated.

Calculation of Economic Interest

References are made in this Report to the “economic interest” of Endesa Américas in its related companies. In circumstances where we do not directly own an interest in a related company, our economic interest in such ultimate related company is calculated by multiplying the percentage of economic interest in a directly held related company by the percentage of economic interest of any entity in the ownership chain of such related company. For example, if we own 60% of a directly held combined entity and that combined entity owns 40% of an associate, our economic interest in such associate would be 60% times 40%, or 24%.

Rounding

Certain amounts included in our combined financial statements have been rounded for ease of presentation. Percentages expressed in this Report may not have been calculated using rounded amounts, but by using amounts prior to rounding. For this reason, percentages expressed in this Report may vary from those obtained by performing the same calculations using figures in our combined financial statements. Certain other amounts that appear in the tables in this Report may not total exactly due to rounding.

 

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FORWARD-LOOKING STATEMENTS

This Report contains statements that are or may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements appear throughout this Report and include statements regarding our intent, belief or current expectations, including, but not limited to, any statements concerning:

 

    our capital investment program;

 

    trends affecting our financial condition or results from operations;

 

    our dividend policy;

 

    the future impact of competition and regulation;

 

    political and economic conditions in the countries in which we or our related companies operate or may operate in the future;

 

    any statements preceded by, followed by or that include the words “believes,” “expects,” “predicts,” “anticipates,” “intends,” “estimates,” “should,” “may” or similar expressions; and

 

    other statements contained or incorporated by reference in this Report regarding matters that are not historical facts.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to:

 

    changes in the regulatory framework of the electricity industry in one or more of the countries in which we operate;

 

    our ability to implement proposed capital expenditures, including our ability to arrange financing where required;

 

    the nature and extent of future competition in our principal markets;

 

    political, economic and demographic developments in the markets in South America where we conduct our business; and

 

    the factors discussed below under “Risk Factors.”

You should not place undue reliance on such statements, which speak only as of the date that they were made. Our independent registered public accounting firm has not examined or compiled the forward-looking statements and, accordingly, does not provide any assurance with respect to such statements. You should consider these cautionary statements together with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to forward-looking statements contained in this Report to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

For all these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

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PART I

 

Item 1. Identity of Directors, Senior Management and Advisers

 

A. Directors and Senior Management

Not applicable.

 

B. Advisors

Not applicable.

 

C. Auditors

Not applicable.

 

Item 2. Offer Statistics and Expected Timetable

Not applicable.

 

Item 3. Key Information

 

A. Selected Financial Data.

The following selected combined financial data should be read in conjunction with our combined financial statements included in this Report. The selected combined financial data as of December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015 is derived from our audited combined financial statements included in this Report. The selected combined financial data as of December 31, 2013 is derived from our combined financial statements not included in this Report. Our combined financial statements were prepared in accordance with IFRS, as issued by the IASB. Pursuant to transitional relief granted by the SEC in respect of first time application of IFRS, selected combined financial data as of December 31, 2012 and 2011 and for each of the years in the two-year period ended December 31, 2012 have been omitted.

Amounts are expressed in millions, except for ratios, operating data, and shares data. For the convenience of the reader, all data presented in U.S. dollars in the following summary, as of and for the year ended December 31, 2015, has been converted at the U.S. dollar Observed Exchange Rate (dólar observado) for that date of Ch$ 710.16 per US$ 1.00. The Observed Exchange Rate, which is reported and published daily on the Central Bank of Chile’s web page, corresponds to the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market.

For more information concerning historical exchange rates, see “— Exchange Rates” below.

 

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The following tables set forth our selected combined financial and other operating data for the years indicated:

 

     As of and for the year ended December 31,  
     2015(1)     2015     2014     2013(2)  
     (US$ millions)     (Ch$ millions)  

Combined Statement of Comprehensive Income Data

        

Revenues and other operating income

     1,835        1,303,115        1,215,559        1,057,395   

Operating expenses(2)

     (1,044     (741,548     (592,512     (543,889

Operating income

     791        561,567        623,047        513,506   

Financial income (expense), net

     95        67,687        8,564        (63,135

Total gain (loss) on sale of non-current assets not held for sale

     (1     509        750        843   

Other non-operating income

     55        38,680        61,598        95,038   

Income before income taxes

     940        667,425        693,959        546,252   

Income tax

     (361     (256,249     (204,051     (167,912

Net income expense

     579        411,176        489,908        378,340   

Net income attributable to shareholders of the Company

     254        180,532        220,154        180,784   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Minority interests

     325        230,644        269,754        197,556   

Net income per average number of shares basic and diluted (Ch$/US$)

     0.03        22.01        26.84        22.04   

Net income per average number of shares, basic and diluted (Ch$/US$ per share)

     0.93        660.32        805.25        661.24   

Weighted average number of shares of common stock (millions)

       8,202        8,202        8,202   

Combined Statement of Financial Position Data

        

Total assets

     5,477        3,889,706        4,002,717        3,833,136   

Non-current liabilities

     1,657        1,176,779        1,260,501        1,160,263   

Equity attributable to shareholders

     1,653        1,173,699        1,224,710        1,206,187   

Equity attributable to Minority interests

     1,217        864,219        792,346        908,398   

Total equity

     2,870        2,037,918        2,017,056        2,114,585   

Allocated Capital

     1,267        899,434        899,434        899,434   

Other Combined Financial Data

        

Capital expenditures (CAPEX)(3)

     386        273,899        266,281        206,848   

Depreciation, amortization and impairment losses(4)

     159        113,219        105,894        103,577   

 

(1) Solely for the convenience of the reader, Chilean peso amounts have been converted into U.S. dollars at the exchange rate of Ch$ 710.16 per U.S. dollar, as of December 31, 2015.
(2) Operating expenses include selling and administration expense.
(3) CAPEX figures represent effective payments for each year.
(4) For further detail please refer to Notes 8 and 26 of the Notes to our combined financial statements.

 

     As of and for the year ended December 31,  
     2015      2014      2013      2012      2011  

OPERATING DATA BY COUNTRY

              

Installed capacity in Argentina (MW)(1)

     3,632         3,632         3,632         3,632         3,632   

Installed capacity in Colombia (MW)(4)

     3,459         3,059         2,926         2,914         2,914   

Installed capacity in Peru (MW)(3

     1,686         1,652         1,540         1,657         1,668   

Generation in Argentina (GWh)(4)

     11,405         9,604         10,840         11,207         10,713   

Generation in Colombia (GWh)(2)(4)

     13,705         13,559         12,748         13,251         12,051   

Generation in Peru (GWh)(3)(4)

     8,218         8,609         8,391         8,570         8,980   

 

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(1) Values from 2011 to 2015 were modified and correspond to values reported to CAMMESA (Argentina TSO).
(2) El Quimbo entered commercial operation during 2015, adding 400 MW of capacity.
(3) In Peru, the Santa Rosa TG 7 unit was recommissioned in December 2014, and during 2015 there were capacity adjustments and upgrades to existing plants, totaling an additional 33 MW. Mainly, Huinco with 20 (MW), Santa Rosa with 6 (MW) and Callahuanca with 4 MW.
(4) Beginning in 2013, we changed how we calculate our electricity generation. The impact of applying the new criteria on a cumulative basis for 2011 and 2012 is not material. We now report the energy effectively available for sales in all countries.

Exchange Rates

Fluctuations in the exchange rate between the Chilean peso and the U.S. dollar will affect the U.S. dollar equivalent of the peso price of our shares of common stock on the Santiago Stock Exchange (Bolsa de Comercio de Santiago), the Chilean Electronic Stock Exchange (Bolsa Electrónica de Chile) and the Valparaíso Stock Exchange (Bolsa de Corredores de Valparaíso). These exchange rate fluctuations affect the price of our American Depositary Shares (“ADSs”) and the conversion of cash dividends relating to the common shares represented by ADSs from Chilean pesos to U.S. dollars. In addition, to the extent that significant financial liabilities of the Company are denominated in foreign currencies, exchange rate fluctuations may have a significant impact on earnings.

In Chile, there are two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market is comprised of banks and other entities authorized by the Central Bank of Chile. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Central Bank of Chile has the authority to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Central Bank of Chile be informed of certain transactions that must be carried out through the Formal Exchange Market.

The U.S. dollar Observed Exchange Rate, which is reported by the Central Bank of Chile and published daily on its web page, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. Nevertheless, the Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the Observed Exchange Rate within a desired range.

The Informal Exchange Market reflects transactions carried out at an informal exchange rate (the “Informal Exchange Rate”). There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the Observed Exchange Rate. Foreign currency for payments and distributions with respect to the ADSs may be purchased either in the Formal or the Informal Exchange Market, but such payments and distributions must be remitted through the Formal Exchange Market.

The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. As of December 31, 2015, the U.S. dollar Observed Exchange Rate was Ch$ 710.16 per US$ 1.00.

 

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The following table sets forth the low, high, average and period-end Observed Exchange Rate for U.S. dollars for the periods set forth below, as reported by the Central Bank of Chile:

 

     Daily Observed Exchange Rate (Ch$ per US$)(1)  
     Low(2)      High(2)      Average(3)      Period-end  

Year ended December 31,

           

2015

     597.10        715.66        654.66        710.16  

2014

     527.53        621.41        573.70        606.75  

2013

     466.50        533.95        498.83        524.61  

2012

     469.65        519.69        486.31        479.96  

2011

     455.91        533.74        483.45        519.20  

Month ended

  

March 2016

     669.80        694.82        n.a.        669.80  

February 2016

     689.18        715.41        n.a.        694.17  

January 2016

     710.37        730.31        n.a.        710.37  

December 2015

     693.72        711.52        n.a.        710.16  

November 2015

     688.94        715.66        n.a.        711.20  

October 2015

     673.91        695.53        n.a.        690.32  

 

Source: Central Bank of Chile.

(1) Nominal figures.
(2) Exchange rates are the actual low and high, on a day-by-day basis for each period.
(3) The average of the exchange rates on the last day of each month during the period.

As of April 28, 2016, the U.S. dollar Observed Exchange Rate was Ch$ 663.40 per US$ 1.00.

Calculation of the appreciation or devaluation of the Chilean peso against the U.S. dollar in any given period is made by determining the percent change between the reciprocals of the Chilean peso equivalent of US$ 1.00 at the end of the preceding period and the end of the period for which the calculation is being made. For example, to calculate the devaluation of the year-end Chilean peso in 2015, one determines the percent change between the reciprocal of Ch$ 606.75, the value of one U.S. dollar as of December 31, 2014, or 0.001648, and the reciprocal of Ch$ 710.16, the value of one U.S. dollar as of December 31, 2015, or 0.001408. In this example, the percentage change between the two periods is negative 14.6%, which represents the 2015 year-end devaluation of the Chilean peso against the 2014 year-end U.S. dollar. A positive percentage change means that the Chilean peso appreciated against the U.S. dollar, while a negative percentage change means that the Chilean peso devaluated against the U.S. dollar.

The following table sets forth the period-end rates for U.S. dollars for the years ended December 31, 2011 through December 31, 2015, based on information published by the Central Bank of Chile.

 

    Ch$ per US$(1)  
    Period End     Appreciation (Devaluation)  
    (in Ch$)     (in %)  

Year ended December 31,

   

2015

    710.16        (14.6

2014

    606.75        (13.5

2013

    524.61        (8.5

2012

    479.96        8.2   

2011

    519.20        (9.9

 

Source: Central Bank of Chile.

(1) Calculated based on the variation of period-end exchange rates.

 

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B. Capitalization and Indebtedness.

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds.

Not applicable.

 

D. Risk Factors.

A financial or other crisis in any region worldwide can have a significant impact on the countries in which we have electricity investments, and consequently, may adversely affect our operations as well as our liquidity.

The four countries in which we have electricity investments are vulnerable to external shocks, including financial and political events, which could cause significant economic difficulties and affect their growth. If any of these economies experience lower than expected economic growth or a recession, it is likely that our customers will demand less electricity and that some of our customers may experience difficulties paying their electric bills, possibly increasing our uncollectible accounts. Any of these situations could adversely affect our results of operations and financial condition.

Financial and political crises in other parts of the world could also adversely affect our business. For example, instability in the Middle East or in other oil producing regions could result in higher fuel prices worldwide, which in turn could increase the cost of fuel for our thermal generation plants and adversely affect our results of operations and financial condition.

In addition, an international financial crisis and its disruptive effects on the financial industry could adversely impact our ability to obtain new bank financings on the same historical terms and conditions. A financial crisis could also diminish our ability to access the capital markets in the four countries in which we have investments, as well as the international capital markets for other sources of liquidity, or increase the interest rates available to us. Reduced liquidity could, in turn, adversely affect our capital expenditures, our long-term investments and acquisitions, our growth prospects and our dividend payout policy.

South American economic fluctuations may affect our results of operations and financial condition as well as the value of our securities.

All of our operations are located in South American countries. Accordingly, our combined revenues may be affected by the performance of South American economies as a whole. If local, regional or worldwide economic trends adversely affect the economy of any of the countries in which we have investments, our financial condition and results from operations could be adversely affected. Moreover, we have investments in volatile countries such as Argentina. Insufficient cash flows for our combined entities located in volatile countries have, in some cases, resulted in their inability to meet debt obligations and the need to seek waivers to comply with restrictive debt covenants. We also have a non-controlling participation in Enel Brasil, which consolidates all the operations in Brazil, including distribution, generation and transmission assets. As a result, we are exposed to the recent volatility of the local market in that country, which have affected the financial condition of our associate. In Brazil, during 2015, some instability arose from the political sector due to corruption scandals involving several government officials, which has led to a deterioration of confidence in the Brazilian market, which in turn has led Brazil to lose its investment grade rating from Standard & Poor’s and Fitch Ratings.

Insufficient cash flows for our combined entities located in these volatile countries, have, in some cases, resulted in their inability to meet debt obligations and the need to seek waivers to comply with some debt covenants, or, to a limited extent, to require guarantees or other emergency measures from us, including extraordinary capital increases.

 

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Future adverse developments in these economies may impair our ability to execute our strategic plans, which could adversely affect our results of operations and financial condition.

In addition, South American financial and securities markets are, to varying degrees, influenced by economic and market conditions in other countries. Colombian or Peruvian financial and securities markets may be adversely affected by events in other countries, which could adversely affect the value of our securities.

A deterioration of the economic situation in Argentina or a deeper devaluation of the Argentine peso could have an adverse effect on our debt.

The Argentine peso suffered a steep devaluation against the U.S. dollar during 2014, which has continued during 2015. Due to the decline in value of the Argentine peso relative to foreign currencies, the Argentine government has implemented policies to limit purchases of U.S. dollars. In 2014, the Argentine Central Bank raised the reference interest rate, which increased financing costs for banks and for private sector companies and it has been intervening in the market on a daily basis during 2015 in order to control further devaluation expectations. Although the pace of the devaluation of the Argentine peso against the U.S. dollar has slowed recently, the increase in interest paid on deposits has been insufficient to offset the inflation rate. The new government recently liberalized all currency restrictions imposed by the prior government, which resulted in the immediate devaluation of the Argentinean peso by more than 35% in one day. While the new government is expected to take actions to soften the impact of the one-time effect of devaluation, the devaluation of the Argentine peso may continue in 2016 and future years.

If Argentina’s economy were deemed hyperinflationary, a general price index would be used to present the amounts related to our Argentine combined entities in our combined financial statements under the provisions outlined in IAS 29, “Financial Reporting in Hyperinflationary Economies.” Amounts for the previous reporting periods would be restated by applying the general price index so that the financial statements between the periods presented would be comparative.

In 2014, the Argentine banking industry increased interest rates on loans and shortened maturities. Liquidity in the Argentine derivatives market also deteriorated, which limited access to swaps of Argentine peso denominated debt into other currencies. As a result our Argentine peso-denominated debt is exposed to further devaluation of the Argentine peso.

Argentina’s sovereign creditworthiness seriously deteriorated in 2014, based on market data and reports from credit ratings agencies and such situation has worsened during 2015. Argentina’s sovereign debt rating maintained its “selective default” rating by Standard & Poor’s and “restricted default” rating by Fitch, both ratings as a result of a default on Argentina’s sovereign bonds in July 2014. Moody’s maintained the long term foreign currency debt rating at “Caa1,” updated in November 2015 with positive outlook. Further deterioration of Argentina’s economy could adversely affect our results of operations and financial condition. For further information on our combined financial statements by geographical areas, please see Note 30 of the Notes to our combined financial statements.

Certain South American countries have been historically characterized by frequent and occasionally drastic economic interventionist measures by governmental authorities, including expropriations, which may adversely affect our business and financial results.

Governmental authorities have altered monetary, credit, tariff, tax and other policies to influence the course of the economies of Argentina, Colombia and Peru. Even though we do not have assets in Chile, we are a company established under the laws of the Republic of Chile. Therefore, taxes will be paid in Chile and we will be subject to changes in the Chilean tax laws. To a lesser extent, the Chilean government continues to exercise substantial influence over many aspects of the private sector, which may result in changes to economic or other policies. For example, in September 2014, the Chilean government approved the progressive increase of the

 

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corporate income tax and a change in the tax system, which may have an additional negative effect upon non-Chilean holders of shares or ADSs. On February 8, 2016, Law 20,899 was enacted, which made adjustments to this tax reform. For further details regarding Chilean tax considerations, please refer to “Item 10. Additional Information — E. Taxation.” Other governmental actions in these South American countries have also involved wage, price and tariff rate controls and other interventionist measures, such as expropriation or nationalization.

For example, Argentina froze bank accounts and imposed capital restrictions in 2001, nationalized the private sector pension funds in 2008, used its Central Bank reserves to pay down indebtedness maturing in 2010, expropriated Repsol’s 51% stake in YPF in 2012 and imposed exchange controls in 2014, which limited Argentine access to foreign currencies. In 2010, Colombia imposed an equity tax to finance reconstruction and repair efforts related to severe flooding, which resulted in an extraordinary tax expense accrual recorded in January 2011 for taxes payable in 2011 through 2014.

Changes in governmental and monetary policies regarding tariffs, exchange controls, regulations and taxation could reduce our profitability. Inflation, devaluation, social instability and other political, economic or diplomatic developments, including the response by governments in the region to these circumstances, could also reduce our profitability. Any of these scenarios could adversely affect our results of operations and financial condition.

Our electricity business is subject to risks arising from natural disasters, catastrophic accidents and acts of terrorism, which could adversely affect our operations, earnings and cash flow.

Our primary facilities include power plants and transmission assets, pipelines, liquefied natural gas (“LNG”) terminals and re-gasification plants, storage and chartered LNG tankers. Our facilities may be damaged by earthquakes, flooding, fires, and other catastrophic disasters arising from natural or accidental human causes, as well as acts of terrorism. A catastrophic event could cause disruptions in our business, significant decreases in revenues due to lower demand or significant additional costs to us not covered by our business interruption insurance. There may be lags between a major accident or catastrophic event and the final reimbursement from our insurance policies, which typically carry a deductible and are subject to per event policy maximum amounts.

As an example, on May 6, 2013, a blade of Edegel’s Santa Rosa gas turbine unit No. 7 broke and produced catastrophic damage to the unit following a fire. The turbine damage was classified as a total loss and its replacement cost exceeded US$ 60 million in property damage and lost profits. The unit was out of service for 19 months, until December 5, 2014. Such accidents may affect our operations, earnings and cash flow.

We are subject to financing risks, such as those associated with funding our new projects and capital expenditures, and risks related to refinancing our maturing debt; we are also subject to debt covenant compliance, all of which could adversely affect our liquidity.

As of December 31, 2015, our combined debt totaled Ch$ 1,117 billion.

Our debt had the following maturity profile:

 

    Ch$ 220 billion in 2016;

 

    Ch$ 172 billion from 2017 to 2018;

 

    Ch$ 158 billion from 2019 to 2020; and

 

    Ch$ 567 billion thereafter.

Set forth below is a breakdown by country for debt maturing in 2016:

 

    Ch$ 135 billion for Colombia;

 

    Ch$ 55 billion for Peru; and

 

    Ch$ 30 billion for Argentina.

 

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Some of our debt agreements are subject to (1) financial covenants, (2) affirmative and negative covenants, (3) events of default, (4) mandatory prepayments for contractual breaches and (5) certain change of control clauses for material mergers and divestments, among other provisions. Some of our non-Chilean debt agreements limit or prohibit transactions resulting in a change of control, as defined contractually on a case by case basis, or require the prior consent of a qualified quorum of lenders. Therefore, in some cases, we would need to obtain consents or waivers, as applicable, in order to proceed with the Spin-Off without a change of control breach of contract. A significant portion of our combined entities’ financial indebtedness is subject to cross default provisions, which have varying definitions, criteria, materiality thresholds and applicability with respect to combined entities that could give rise to such a cross default.

In the event that we or our combined entities breach any of these material contractual provisions, our creditors and bondholders may demand immediate repayment, and a significant portion of our indebtedness could become due and payable. For example, for the quarters ended December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015, our Argentine combined entity El Chocón did not comply with the interest coverage ratio test (EBITDA to interest expense) pursuant to a covenant requirement under the loan agreement with Standard Bank, Deutsche Bank and Itaú that matured and was paid in February 2016. El Chocón experienced difficulties in complying with this covenant several times in the past and obtained waivers from its lenders. If the lenders had decided to declare an event of default and accelerate the loan, the principal and interest would have become immediately due and payable under this facility. Because of cross-acceleration provisions of El Chocón’s other loans, an additional debt would also have been accelerated and El Chocón would have been forced into bankruptcy.

We may be unable to refinance our indebtedness or obtain such refinancing on terms acceptable to us. In the absence of such refinancing, we could be forced to dispose of assets in order to make the payments due on our indebtedness under circumstances that might not be favorable to obtaining the best price for such assets. Furthermore, we may be unable to sell our assets quickly enough, or at sufficiently high prices, to enable us to make such payments.

We may also be unable to raise the necessary funds required to finish our projects under development or under construction. Market conditions prevailing at the moment we require these funds or other unforeseen project costs can compromise our ability to finance these projects and expenditures.

As of the date of this Report, we believe that Argentina continues to be the country in which we operate with a high refinancing risk. As of December 31, 2015, the third-party debt of our Argentine combined entities amounted to Ch$ 70 billion. As long as fundamental issues concerning the local electricity sector remain unresolved, we will roll over our outstanding Argentine debt to the extent we are able to do so. If our creditors will not continue to roll over our debt when it becomes due and we are unable to refinance such obligations, we could default on such indebtedness.

Our inability to finance new projects or capital expenditures or to refinance our existing debt could adversely affect our results of operation and financial condition.

We may be unable to enter into suitable investments, alliances and acquisitions.

On an ongoing basis, we review acquisition prospects that may increase our market coverage or supplement our existing businesses, though there can be no assurance that we will be able to identify and consummate suitable acquisition transactions in the future. The acquisition and integration of independent companies that we do not control is generally a complex, costly and time-consuming process and requires significant efforts and expenditures. If we consummate an acquisition, it could result in the incurrence of substantial debt and assumption of unknown liabilities, the potential loss of key employees, amortization expenses related to tangible assets and the diversion of management’s attention from other business concerns. In addition, any delays or difficulties encountered in connection with acquisitions and the integration of multiple operations could have a material adverse effect on our business, financial condition or results of operations.

 

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Because our generation business depends heavily on hydrological conditions, droughts and climate change may adversely affect our operations and profitability.

Approximately 58% of our combined installed generation capacity in 2015 was hydroelectric. Accordingly, extreme hydrological conditions and climate change could adversely affect our business, results of operations and financial condition. In the last few years, regional hydrological conditions have been affected by two climate phenomena — El Niño and La Niña — that influence rainfall and resulted in droughts.

For example, El Niño phenomenon has affected Colombian hydrologic conditions since May 2015, leading to a rainfall deficit and high temperatures, and as a consequence, higher energy prices. Each El Niño event is different and, depending on its intensity and duration, the magnitude of the social and economic effects could be more pronounced. Peru has also experienced rain deficits, especially towards the end of 2015, and forecasts show an expected decrease in the natural flow of the basins in which we operate. The hydrology situation will depend on the level of reservoirs by the beginning of May 2016. Droughts also affect the operation of our thermal plants, including our facilities that use natural gas, fuel oil or coal as fuel, in the following manner:

 

    During drought periods, thermal plants are used more frequently. Thermal plant operating costs can be considerably higher than those of hydroelectric plants. Our operating expenses increase during these periods. In addition, depending on our commercial obligations, we may need to buy electricity at spot prices in order to comply with our contractual supply obligations and the cost of these electricity purchases may exceed our contracted electricity sale prices, thus potentially producing losses from those contracts. For further information with respect to the effect of hydrology on our business and financial results, please refer to “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition — a. Hydrological Conditions.”

 

    Our thermal plants require water for cooling and droughts not only reduce the availability of water, but also increase the concentration of chemicals, such as sulfates in the water. The high concentration of chemicals in the water we use for cooling increases the risk of damaging the equipment at our thermal plants as well as the risk of violating environmental regulations. As a result, we may have to purchase water from agricultural areas that are also experiencing shortages of water. These water purchases may increase our operating costs and also require us to further negotiate with the local communities.

 

    Thermal power plants burning natural gas generate emissions such as sulfur dioxide (SO2) and nitrogen oxide (NO) gases. When operating with diesel they also release particulate matter into the atmosphere. Coal fired plants generate emissions of SO2 and NO. Therefore, greater use of thermal plants during periods of drought increases the risk of producing a higher level of pollutants.

In addition, according to certain weather forecast models, the drought that is affecting the regions where most of our hydroelectric plants are located may last for an extended period and may recur in the future. A prolonged drought may exacerbate the risks described above and have a further adverse effect upon our business, results of operations and financial condition.

Governmental regulations may adversely affect our business.

We are subject to extensive regulation on the tariffs we charge to our customers and on other aspects of our business and these regulations may adversely affect our profitability. For example, governments can impose electricity rationing during droughts or prolonged failures of power facilities. During rationing, if we are unable to generate enough electricity to comply with our contractual obligations, we may be forced to buy electricity at the spot price, as even a severe drought does not release us from our contractual obligations as a force majeure event. If we are unable to buy enough electricity at the spot price to comply with our contractual obligations, we would have to compensate our regulated customers for the electricity we failed to provide at the rationed price. Rationing periods have occurred in the past and may occur in the future. Our generation combined entities may be required to pay regulatory penalties if they fail to provide adequate service under their contractual obligations.

 

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Currently, the Colombian government is analyzing the implementation of rationing policies due to the energy crisis that is currently affecting the country due to service outages at two power plants, unrelated to us, representing around 10% of the country’s installed capacity, coupled with reservoir levels that are 30% below average as a consequence of El Niño phenomenon. Material rationing policies imposed by regulatory authorities in any of the countries in which we operate could adversely affect our business, results of operations and financial condition.

Electricity regulations issued by governmental authorities in the countries in which we operate may affect the ability of our generation companies to collect revenues sufficient to offset their operating costs.

The inability of any company in our combined group to collect revenues sufficient to cover operating costs may affect the ability of that company to operate as a going concern and may otherwise have an adverse effect on our business, financial results and operations.

In addition, changes in the regulatory framework are often submitted to the legislators and administrative authorities in the countries in which we has investments and, and some of these changes could have a material adverse impact on our business, results of operations and financial condition. For example, commercial operations of Emgesa’s El Quimbo power plant have been intermittent due to legislative and judicial decisions regarding its authorization to commence commercial operations and such intermittent operations may continue in the future.

These changes could adversely affect our business, results of operations and financial condition.

Our business and profitability could be adversely affected if water rights are denied or if water concessions are granted with limited duration.

Approximately 58% of our installed capacity is hydroelectric. We own water rights for the supply of water from rivers and lakes near our production facilities, granted in Argentina by the Argentine State, in Colombia by the Ministry of Environment, Housing and Territorial Development (“MAVDT” in its Spanish acronym), and in Peru by the Water National Authority (“ANA” in its Spanish acronym). In Colombia, water rights or water concessions are granted for 50 years, renewable by equal periods; however, these concessions may be revoked, for example, due to a progressive decrease or depletion of water. In Colombia, human consumption is the first priority before any other use. A similar event may happen in Peru and we could lose our water rights, even when concessions are granted for indefinite periods, due to scarcity or decline in quality.

Any limitations on our current water rights, our need for additional water rights, or our current unlimited duration of water concessions could have a material adverse effect on our hydroelectric development projects and our profitability.

Regulatory authorities may impose fines on our combined entities, which could adversely affect our results of operations and financial condition.

Our electricity businesses may be subject to regulatory fines for any breach of current regulations, including energy supply failures, in the four countries in which we have investments. In Peru, fines may be imposed for a maximum of 1,400 Treasury Tax Units (Unidad Impositiva Tributaria or “UIT”), or Ch$ 1,103 million, using the UIT and foreign exchange rates as of December 31, 2015. In Colombia, fines may be imposed for a maximum of 2,000 Minimum Monthly Salaries (Salarios Mínimos Mensuales), or Ch$ 291 million using the Minimum Monthly Salary and the exchange rates as of December 31, 2015. In Argentina, there is no maximum limit for relevant fines.

Our electricity generation combined entities are supervised by their local regulatory entities and may be subject to these fines in cases where, in the opinion of the regulatory entity, operational failures affecting the

 

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regular energy supply to the system are the fault of the company such as when agents are not coordinated with the system operator. In addition, our combined entities may be required to pay fines or compensate customers if those combined entities are unable to deliver electricity, even if such failure is due to forces outside of the combined entities’ control.

For example, in April 2013, Edegel, our generation company in Peru, was fined Ch$ 73.9 million by the Osinergmin, the Peruvian regulatory electricity authority, for the unavailability in several occasions of some of its units in 2008. Edegel paid two of the four fines and appealed the other two, which are still under dispute. For further information on fines, please refer to Note 32 of the Notes to our combined financial statements.

We depend on payments from our combined entities, jointly-controlled entities and associates to meet our payment obligations.

In order to pay our obligations, we rely on cash from dividends, loans, interest payments, capital reductions and other distributions from our combined entities and equity affiliates. The ability of our combined entities and equity affiliates to pay dividends, interest payments, loans and other distributions to us is subject to legal constraints such as dividend restrictions, fiduciary duties, contractual limitations and foreign exchange controls that may be imposed in any of the four countries where they operate.

Historically, we have not been able to access at all times the cash flows of our operating combined entities due to government regulations, strategic considerations, economic conditions and credit restrictions.

Our future results from operations may continue to be subject to greater economic and political uncertainties, such as government regulations, economic conditions and credit restrictions, and therefore we may not be able to rely on cash flows from operations in those entities to repay our debt.

Dividend Limits and Other Legal Restrictions. Some of our combined entities are subject to legal reserve requirements and other restrictions on dividend payments. Other legal restrictions, such as foreign currency controls, may limit the ability of our combined entities and equity affiliates to pay dividends and make loan payments or other distributions to us. In addition, the ability of any of our combined entities that are not wholly-owned to distribute cash to us may be limited by the directors’ fiduciary duties of such combined entities to their minority shareholders. Furthermore, some of our combined entities may be forced by local authorities, in accordance with applicable regulation, to diminish or eliminate dividend payments. As a consequence of such restrictions, our combined entities could, under certain circumstances, be impeded from distributing cash to us.

Contractual Constraints. Distribution restrictions included in certain credit agreements of our combined entities Costanera and El Chocón may prevent dividends and other distributions to shareholders if they are not in compliance with certain financial ratios. Generally, our credit agreements prohibit any type of distribution if there is an ongoing default.

Operating Results of Our Combined Entities. The ability of our combined entities and equity affiliates to pay dividends or make loan payments or other distributions to us is limited by their operating results. To the extent that the cash requirements of any of our combined entities exceed their available cash, the combined entity will not be able to make cash available to us.

Any of the situations described above could adversely affect our business, results of operations and financial condition.

Foreign exchange risks may adversely affect our results and the U.S. dollar value of dividends payable to ADS holders.

The currencies of South American countries in which we and our combined entities operate have been subject to large devaluations and appreciations against the U.S. dollar and may be subject to significant fluctuations in the future. A portion of our combined indebtedness has been denominated in U.S. dollars.

 

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Although a substantial portion of our operating cash flows is linked to U.S. dollars, we generally have been and will continue to be materially exposed to currency fluctuations of our local currencies against the U.S. dollar because of time lags and other limitations to peg our tariffs to the U.S. dollar.

In countries where operating cash flows are denominated in the local currency, we seek to maintain debt in the same currency, but due to market conditions it may not be possible to do so.

Because of this exposure, the cash generated by our combined entities can decrease substantially when local currencies devalue against the U.S. dollar. Future volatility in the exchange rate of the currencies in which we receive revenues or incur expenditures may adversely affect our business, results of operations and financial condition.

As of December 31, 2015, the amount of our total combined debt was Ch$ 1,117 billion. Of this amount, Ch$ 160 billion, or 14%, was denominated in U.S. dollars. As of December 31, 2015, our combined foreign currency-denominated indebtedness (other than U.S. dollars) included the equivalent of:

 

    Ch$ 917 billion in Colombian pesos;

 

    Ch$ 30 billion in Argentine pesos; and

 

    Ch$ 10 billion in Peruvian soles.

These amounts total Ch$ 957 billion in currencies other than U.S. dollars.

For the twelve-month period ended December 31, 2015, our operating cash flows were Ch$ 476 billion (before combination adjustments) of which:

 

    Ch$ 255 billion, or 54%, came from Colombia;

 

    Ch$ 145 billion, or 30%, came from Peru;

 

    Ch$ 71 billion, or 15%, came from Argentina; and

 

    Ch$ 5 billion, or 1%, came from Chile.

We are involved in litigation proceedings.

We are currently involved in various litigation proceedings, which could result in unfavorable decisions or financial penalties against us. We will continue to be subject to future litigation proceedings, which could cause material adverse consequences to our business.

For example, in 2001, the inhabitants of Sibaté (part of the Cundinamarca Department, Colombia) sued Emgesa and two other unrelated parties because of the possible contamination of El Muña Reservoir, demanding that the defendants pay for damages of CPs 3 billion (approximately Ch$ 675 billion). The plaintiffs argued that the contamination is a consequence of the pumping of polluted water from the Bogotá River. Emgesa argued that it is not responsible since the company had received the polluted water and requested the inclusion as additional defendants in the judicial proceedings, numerous public and private entities that discharged pollutants into the river or were responsible for the environmental management of the river’s basin. This request was originally accepted by the court, but in June 2015 the court decision was reversed and the new parties were subsequently excluded as defendants. Emgesa appealed such determination and the case remains pending. Our financial condition or results of operations could be adversely affected if we are unsuccessful in defending this litigation or other lawsuits and proceedings against us. For further information on litigation proceedings, please see Note 32 of the Notes to our combined financial statements.

The values of our generation business’s combined entities’ long-term energy supply contracts are subject to fluctuations in the market prices of certain commodities and other factors.

We have economic exposure to fluctuations in the market prices of certain commodities as a result of the long-term energy sales contracts into which we have entered. We and our combined entities have material

 

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obligations as selling parties under long-term fixed-price electricity sales contracts. Prices in these contracts are indexed according to different commodities, the exchange rate, inflation, and the market price of electricity. Adverse changes to these indices would reduce the rates we charge under our long-term fixed-price electricity sales contracts, which could adversely affect our business, results of operations and financial condition.

Our controlling shareholder may exert substantial influence over us and may have a different strategic view for our development than that of our minority shareholders.

Enel beneficially owns 60.6% of Enersis Américas’ share capital, and Enersis Américas owns 60.0% of our outstanding capital stock. Enel, our ultimate controlling shareholder, has the power to determine the outcome of substantially all material matters that require shareholders’ votes, such as the election of the majority of our board members and, subject to contractual and legal restrictions, our dividend policy. Enel also exercises decisive influence over our business strategy and operations. Its interests may in some cases differ from those of our minority shareholders. For example, Enel conducts its business operations in the field of renewable energies in South America through Enel Green Power S.p.A., in which we do not have an equity interest. Any present or future conflict of interest affecting Enel may be resolved against our best interests in these matters. As a consequence, our growth may be potentially limited, and our business and results of operations may be adversely affected.

Environmental regulations in the countries in which we operate and other factors may cause delays, impede the development of new projects or increase the costs of operations and capital expenditures.

Our operating combined entities are subject to environmental regulations which, among other things, require us to perform environmental impact studies for future projects and obtain permits from both local and national regulators. The approval of these environmental impact studies may take longer than planned and may be withheld by governmental authorities. Local communities and ethnic and environmental activists, among others, may intervene in the approval process to delay or prevent a project’s development. They may also seek injunctive or other relief, which could negatively impact us if they are successful.

In addition to environmental matters, there are other factors that may adversely affect our ability to build new facilities or to complete projects currently under development on time, including delays in obtaining regulatory approvals, shortages or increases in the price of equipment, materials or labor, strikes, adverse weather conditions, natural disasters, civil unrest, accidents, or other unforeseen events. Any such event could adversely impact our results of operations and financial condition.

Delays or modifications to any proposed project and laws or regulations may change or be interpreted in a manner that could adversely affect our operations or our plans for companies in which we hold investments, which could adversely affect our business, results of operations and financial condition.

Our power plant projects may encounter significant opposition from different groups that may delay their development, increase costs, damage our reputation and potentially result in impairment of our goodwill with stakeholders.

Our reputation is the foundation of our relationship with key stakeholders and other constituencies. If we are unable to effectively manage real or perceived issues that could negatively impact sentiments toward us, our business, results of operations and financial condition could be adversely affected.

The development of new and existing power plants may face opposition from several stakeholders, such as ethnic groups, environmental groups, land owners, farmers, local communities and political parties, among others, all of which may impact the sponsoring company’s reputation and goodwill. For example, El Quimbo hydroelectric project in Colombia faced constant demands from the public which delayed construction and increased costs. From April 27, 2014 to May 12, 2014, a national agricultural strike involving communities near the project blocked roads and occupied neighboring land. Additional protests during 2014 blocked the entrance to the Balseadero viaduct construction site and the reservoir basin.

 

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The operation of our current thermal power plants may also affect our goodwill with stakeholders, due to emissions such as particulate matter, sulfur dioxide and nitrogen oxides, which could adversely affect the environment.

Damage to our reputation may exert considerable pressure on regulators, creditors, and other stakeholders and ultimately lead to projects and operations that may not be optimal, causing our share prices to drop and hindering our ability to attract or retain valuable employees, all of which could result in an impairment of our goodwill with stakeholders.

Our business may experience adverse consequences if we are unable to reach satisfactory collective bargaining agreements with our unionized employees.

A large percentage of our employees are members of unions and have collective bargaining agreements that must be renewed on a regular basis. Our business, financial condition and results of operations could be adversely affected by a failure to reach agreement with any labor union representing such employees or by an agreement with a labor union that contains terms we view as unfavorable. The laws of many of the countries in which we operate provide legal mechanisms for judicial authorities to impose a collective agreement if the parties are unable to come to an agreement, which may increase our costs beyond what we have budgeted.

In addition, we employ many highly-specialized employees, and certain actions such as strikes, walk-outs or work stoppages by these employees, could adversely impact our business, results of operations and financial condition as well as our reputation.

Interruption or failure of our information technology and communications systems or external attacks to or breaches of these systems could have an adverse effect on our operations and results.

We depend on information technology, communication and processing systems (“IT Systems”) to operate our businesses, the failure of which could adversely affect our business, results of operations and financial condition.

IT Systems are all vital to our generation combined entities’ ability to monitor our power plants’ operations, maintain generation and network performance, adequately generate invoices to customers, achieve operating efficiencies and meet our service targets and standards. Temporary or long-lasting operational failures of any of these IT Systems could have a material adverse effect on our results of operations. Additionally, cyber attacks can have an adverse effect on the company’s image and its relationship with the community.

In the last few years, global cyber attacks on security systems, treasury operations and IT Systems have intensified. We are exposed to cyber-terrorist attacks aimed at damaging our assets through computer networks, cyber spying involving strategic information that may be beneficial for third parties and cyber-theft of proprietary and confidential information, including information of our customers. During 2014, we suffered two cyber attacks perpetrated by a cyber-terrorist group, which impacted websites in Argentina, Colombia and Peru. In one case, the attack resulted in a service interruption of 90 minutes. Further cyber attacks may occur and may affect us in the future.

We rely on electricity transmission facilities that we do not own or control. If these facilities do not provide us with an adequate transmission service, we may not be able to deliver the power we sell to our final customers.

We depend on transmission facilities owned and operated by other unaffiliated power companies to deliver the electricity we sell. This dependence exposes us to several risks. If transmission is disrupted, or transmission capacity is inadequate, we may be unable to sell and deliver our electricity. If a region’s power transmission infrastructure is inadequate, our recovery of sales costs and profits may be insufficient. If restrictive transmission

 

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price regulation is imposed, transmission companies upon whom we rely may not have sufficient incentives to invest in expansion of their transmission infrastructure, which could adversely affect our operations and financial results. Currently, the construction of new transmission lines is taking longer than in the past, mainly because of new social and environmental requirements that are creating uncertainty about the probability of completing the projects. In addition, the increase of new non-conventional renewable energy (“NCRE”) projects in the region is congesting the current transmission systems as these projects can be built relatively quickly, while new transmission projects may take longer to be built.

Any such disruption or failure of transmission facilities could interrupt our business, which could adversely affect our results of operations and financial condition.

There may not be a liquid market for our shares.

There can be no assurance as to the liquidity of any markets that may develop for our shares or ADSs or the price at which our shares or ADSs may trade. The Chilean securities markets are substantially smaller and less liquid than the major securities markets in the United States. In addition, the Chilean securities markets may be affected materially by developments in other emerging markets. The low liquidity of the Chilean securities markets may impair the ability of our shareholders to sell their shares, or holders of our ADSs to sell shares of our common stock withdrawn from the ADS program, into the Chilean securities markets in the amounts and at the prices and times they wish to do so. Also, the liquidity and the market for our shares or ADSs may be affected by a number of factors including variations in exchange and interest rates, the deterioration and volatility of the markets for similar securities and any changes in our liquidity, financial condition, creditworthiness, results and profitability and uncertainty with respect to the consummation of the Merger. As a result, the initial trading prices of our shares and ADSs may not be indicative of future trading prices. In addition, trading of our shares and ADSs, in the aggregate, may be significantly less liquid than trading of Endesa Chile’s shares and ADSs before the Spin-Off.

Endesa Chile’s historical performance will not be representative of our performance as a separate company.

Our combined financial statements are based on the historical results of operations and historical bases of the assets and liabilities of the former non-Chilean businesses of Endesa Chile. Our historical performance might have been different if we had been a separate, combined entity during the periods presented. The historical carve-out financial information included in this Report is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future. There may be changes that will occur in our cost structure, funding and operations as a result of our separation from Endesa Chile, including increased costs associated with reduced economies of scale, and increased costs associated with being a stand-alone publicly traded company.

We may face difficulty in financing our operations and capital expenditures following the Spin-Off, which could have an adverse impact on our business and results.

We may need to incur debt or issue additional equity in order to fund working capital and capital expenditures or to make acquisitions and other investments following the Spin-Off. There can be no assurance that debt or equity financing will be available to us on acceptable terms, if at all. As a result of the Spin-Off, it may also become more expensive for us to raise funds through the issuance of debt than it was prior to the consummation of the Spin-Off. If we are not able to obtain sufficient financing on attractive terms, it could have a material adverse effect on our business, results of operations and financial condition.

Lawsuits against us brought outside of the South American countries in which we operate, or complaints against us based on foreign legal concepts may be unsuccessful.

All of our assets are located outside of the United States. All of our directors and officers reside outside of the United States and most of their assets are located outside the United States as well. If any investor were to

 

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bring a lawsuit against our directors, officers or experts in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons, or to enforce against them, in United States or Chilean courts, judgments obtained in United States courts based upon the civil liability provisions of the federal securities laws of the United States. In addition, there is doubt as to whether an action could be brought successfully in Chile on the basis of liability based solely upon the civil liability provisions of the United States federal securities laws.

We rely on intercompany arrangements with Endesa Chile and other affiliates.

Substantially all of Endesa Chile’s personnel were assigned to Endesa Chile in connection with the Spin-Off. Following the Spin-Off, Endesa Chile has and will continue to provide us with certain legal, financial, accounting, investor relations and other corporate support and administrative services. Furthermore, we are relying on certain intercompany financial arrangements with some affiliates such as Enersis Américas. Therefore, if the Merger does not occur and we do not develop our own administrative infrastructure or achieve full autonomy for some of these services or develop alternative financial arrangements, there could be a material adverse effect on our business, result of operations and financial condition.

Our business and the shares and ADSs may be adversely impacted if the Merger is not consummated.

The failure to consummate the Merger will require us to operate as a standalone company, which may result in significant discounts to the valuation of our shares and ADSs. Our business and the shares and ADSs may be especially vulnerable due to a weakened asset portfolio.

 

Item 4. Information on the Company

 

A. History and Development of the Company.

History

Endesa Américas S.A. is a publicly held limited liability stock corporation organized under the law of the Republic of Chile on March 1, 2016. Since 2016, we have been registered in Santiago with the SVS under Registration No. 1138 and in the United States with the Securities and Exchange Commission under the commission file number 001-37724. We are legally referred to by our full name as well as by the abbreviated name “Endesa Américas”.

Our contact information in Chile is:

 

Street Address:      Santa Rosa 76, Santiago, Código Postal 8330099, Chile
Telephone:      (56-2) 2353-4639
Web site:      www.endesaamericas.cl

We are primarily engaged in the generation of electricity in Argentina, Brazil, Colombia and Peru. We trace our origins to the establishment of Empresa Nacional de Electricidad S.A. in 1943.

In May 1992, we began our international expansion program with the following developments:

 

    We acquired a stake in Costanera in 1992 and in August 1993, we acquired a controlling equity interest in El Chocón, both in Argentina. As of December 31, 2015, our equity interest in El Chocón was 65.4% and in Costanera was 75.7%.

 

    We acquired stake in Edegel in Peru in October 1995. In June 2006, Edegel and Empresa de Generacíon Termoeléctrica Ventanilla S.A. merged, after which our equity interest in Edegel increased to 33.1%. In October 2009, we purchased an additional 29.4% of Edegel from Generalima, an indirect Peruvian subsidiary of the Spanish electric utility, Endesa, S.A. (“Endesa Spain”). With this transaction, we increased our economic interest in Edegel to 62.5%.

 

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    We acquired Betania and Emgesa, both in Colombia, in December 1996 and in October 1997, respectively. In September 2007, these subsidiaries were merged and adopted the name of Emgesa. Pursuant to a shareholders’ agreement with Empresa de Energía de Bogotá S.A. signed on August 27, 1997, we have had the right to appoint the majority of Emgesa’s Board members and therefore control Emgesa. In addition, following Enersis Américas’ 2013 capital increase, Enersis Américas transferred its 25.1% voting rights of Emgesa to us. We hold a total of 56.4% of Emgesa’s voting rights as a result of a transfer of voting rights from Enersis and we are allowed to appoint the majority of the Board members pursuant to a shareholders’ agreement. We therefore control Emgesa. For more information on our control and combination of Emgesa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

 

    We acquired Cachoeira Dourada in Brazil in September 1997, and in 1998 we and Endesa Spain invested in CIEN, which operates an international transmission line connecting Brazil and Argentina. Since October 2005, Cachoeira Dourada and CIEN have been subsidiaries of our affiliate, Enel Brasil (formerly Endesa Brasil), which we account for based on the equity method.

In the Extraordinary Shareholders’ Meeting (“ESM”) held on December 18, 2015, shareholders of Endesa Chile agreed to carry out a spin-off in order to separate the Chilean businesses from those in other Latin American countries (Argentina, Brazil, Colombia and Peru). On March 1, 2016, we were established as a separate company and were assigned the former equity interests, assets and associated liabilities of the Endesa Chile’s businesses outside of Chile and Endesa Chile maintains its Chilean businesses and assets. On April 21, 2016, Endesa Chile distributed to its shareholders shares of our Company in proportion to their share ownership in Endesa Chile based on a ratio of one share of our Company for each outstanding share of Endesa Chile.

In addition, Chilectra also conducted a demerger and spin-off to its shareholders pro rata the shares of a new Chilean company, Chilectra Américas S.A. (“Chilectra Américas”), that holds the non-Chilean businesses and assets, comprised exclusively of Chilectra’s ownership interests in shares of companies domiciled outside of Chile. Chilectra Américas registered the shares of Chilectra Américas with the Securities Registry of the SVS and Chilectra, which changed its name to Chilectra Chile S.A. on March 1, 2016, holds the Chilean businesses and assets.

Enersis Américas owns 60.0% of our Company and 99.1% of Chilectra Américas and the minority shareholders of Endesa Chile and Chilectra received their respective percentage interests in our Company and Chilectra Américas, respectively, based on a pro rata distribution of the spin-off company shares. Our shares and those of Chilectra Américas are listed and traded on the Chilean Stock Exchanges and our American Depositary Receipts (“ADRs”) are listed and traded on the New York Stock Exchange (“NYSE”).

Enersis also conducted a demerger to separate Enersis into two companies. The new company, Enersis Chile S.A., was established as a separate company on March 1, 2016 and was assigned the Chilean businesses and assets of Enersis Américas. Enersis Chile was spun-off to the shareholders of Enersis by distributing the share of Enersis Chile pro rata to the shareholders of Enersis. On March 1, 2016, Enersis also changed its name to Enersis Américas S.A. Enersis Chile registered the shares of Enersis Chile with the Securities Registry of the SVS under Chilean law and the SEC under U.S. federal securities laws in connection with the spin-off.

Our controlling shareholder has been the Italian company Enel S.p.A. (“Enel”). Enel is an international energy company operating worldwide in the power and gas markets, with a focus on Europe and Latin America. Enel operates in 32 countries across four continents, with over 89 GW of net installed capacity and distributes electricity and gas through a network covering approximately 1.9 million km. Enel has 61 million customers worldwide.

Prior to the Extraordinary Shareholders’ Meeting to approve the Merger, we expect to conduct a public cash tender offer (oferta pública de adquisición de valores, or Tender Offer). This Tender Offer is intended to provide protection to our minority shareholders and an opportunity for us to buy out minority shareholders using the

 

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funds from the 2013 capital increase. The Tender Offer will provide a floor to the stock price post-spin-off, will be directed equally to all our minority shareholders and will enable us to align incentives to approve the Merger, reducing uncertainty and providing additional liquidity for our shareholders. The Tender Offer is contingent on (i) the approval of the Merger by the respective shareholders of Enersis Américas, our Company and Chilectra Américas at separate ESM of the three companies, (ii) less than 10% of the outstanding shares of Enersis Américas, 7.72% of our outstanding shares and 0.91% of the outstanding shares of Chilectra Américas exercising the right of withdrawal in connection with the Merger, and (iii) the absence of any significant adverse supervening events that would make the Tender Offer not in the best interest of Enersis Américas.

The Tender Offer will be for all our shares, including in the form of ADSs represented by our ADRs (other than those held by Enersis Américas), for a price of Ch$ 285.00 per share (or the equivalent in U.S. dollars at the date of payment in the case of ADSs), and will be subject to other terms and conditions which will be provided at the appropriate time. The Tender Offer is expected to occur by the third quarter of 2016.

Subject to approval by shareholders holding at least two-thirds of the outstanding shares of the relevant companies, we and Chilectra Américas intend to merge into Enersis Américas, which will continue as the surviving company under the name Enersis Américas S.A.

Following completion of the merger, Enersis Américas is expected to continue to have its shares publicly traded and listed in Chile on the Chilean Stock Exchanges and its ADRs traded on the NYSE. In the merger, our shares and those of Chilectra Américas will be converted into shares of Enersis Américas, and our shares and Chilectra Américas’ shares will cease trading on the Chilean Stock Exchanges. Additionally, our ADRs will cease to trade on the NYSE. Following the merger, Enel is expected to continue to be the ultimate controlling shareholder, through its beneficial ownership, of Enersis Américas, and our and both Enersis Américas and Chilectra Américas’ former minority shareholders will own the minority interest in Enersis Américas.

In connection with the merger, we, Enersis Américas and Chilectra Américas, will each hold an ESM to approve the Merger. Prior to the ESM, Enersis Américas will register the shares to be issued in the merger with the SEC under the Securities Act. In connection with the respective ESM to approve the merger, which are expected to be held in the third quarter of 2016, Enersis Américas will distribute a prospectus/information statement to our and Enersis Américas’ shareholders, which contains information about the merger and the post-merger Enersis Américas.

In the event that the merger is not materialized, we, as well as Enersis Américas and Chilectra Américas will remain as separate publicly traded companies.

As of December 31, 2015, we had 8,777 MW of installed capacity, with 81 generation units in the three countries (Argentina, Colombia and Peru) in which we operate, combined assets of Ch$ 3,890 billion and operating revenues of Ch$ 1,303.1 billion.

Capital Investments, Capital Expenditures and Divestitures

We coordinate our overall financing strategy, including the terms and conditions of loans and intercompany advances entered into by our combined entities, in order to optimize debt and liquidity management. Generally, our operating combined entities independently plan capital expenditures financed by internally generated funds or direct financings. Although we have considered how these investments will be financed as part of our budget process, we have not committed to any particular financing structure, and investments will depend on the prevailing market conditions at the time the cash flows are needed.

Our investment plan is flexible enough to adapt to changing circumstances by giving different priorities to each project in accordance with profitability and strategic fit. Investment priorities are currently focused on developing additional thermal capacity in Peru to guarantee adequate levels of reliable supply while remaining focused on the environment.

 

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For the 2016-2020 period, we expect to make capital expenditures of Ch$ 761 billion in our combined entities, related to investments currently in progress, maintenance of existing generation plants and in the studies required to develop other potential generation projects. For further detail regarding these projects, please see “Item 4. Information on the Company — D. Property, Plant and Equipment — Projects Under Development.”

The table below sets forth the expected capital expenditures for the 2016-2020 period and the capital expenditures incurred in 2015, 2014 and 2013:

 

     Estimated
2016-2020
     2015      2014      2013  
     (in millions of Ch$)  

Capital expenditures(1)

     760,615         273,899         266,281         206,848   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Capex amounts represent effective payments for each year, net of contributions, except for future projections.

Capital Expenditures 2015, 2014 and 2013

Our capital expenditures in the last three years were related principally to the 400 MW El Quimbo project in Colombia. It was completed and began commercial operations in November 2015. Additionally, in December 2014, the Salaco plant optimization was completed, adding a total of 145 MW to the Colombian system.

Investments currently in progress

An important part of our capital expenditures are related to non-discretionary investments that includes maintenance of existing installed capacity to increase the quality and operation standards of our facilities.

We believe projects in progress will be financed with resources provided by external financing as well as internally generated funds.

 

B. Business Overview.

In this “Business Overview” section, references to “we,” “us” and “our” are to the Non-Chilean Business of Endesa Chile prior to the Spin-Off, and to Endesa Américas after the Spin-Off.

We have generation operations in Argentina, Colombia, and Peru, and an equity interest in a Brazilian company which owns generation, transmission and distribution electricity assets. Our core business is electricity generation.

The table below presents our revenues by geographical location:

 

     Year ended December 31,     Change
2015 vs. 2014
 

Revenues

   2015     2014     2013    
     (in millions of Ch$)     (in %)  

Argentina

     140,399        105,265        131,443        33

Colombia

     778,755        753,373        639,504        3

Peru

     382,453        353,795        283,306        8

Chile

     4,082        5,161        3,103        (21 %) 

Less: consolidation adjustments and non-core activities

     (2,574     (2,035     (461     26

Total revenues

     1,303,115        1,215,559        1,057,395        7
  

 

 

   

 

 

   

 

 

   

 

 

 

 

For further information related to operating revenues and total income by geographical location, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results” and Note 30 of the Notes to our combined financial statements.

 

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We own and operate 81 generation units in the three countries in which we combine results, with an aggregate installed capacity of 8,777 MW, 434 MW higher than 2014.

Our hydroelectric installed capacity represents 58.4% of our total installed capacity. Based on 2015 data, our installed generation capacity in Argentina, Colombia and Peru represents approximately 12%, 21% and 18% of total capacity in each country, respectively.

For additional detail of our historical capacity see “Item 4. Information on the Company — D. Property, Plant and Equipment.”

In the electricity industry, it is common to divide the business into hydroelectric and thermoelectric generation, because each type of generation has significantly different variable costs. Thermoelectric generation requires the purchase of fuel, which leads to a high variable costs compared with hydro generation from reservoirs or rivers that have marginal or no minimal costs. Of our total combined generation in 2015, 60.4% was from hydroelectric sources and 39.6% was from thermal sources.

The following table summarizes our combined generation by type of energy:

COMBINED GENERATION BY TYPE OF ENERGY (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     Generation          %          Generation          %          Generation          %      

Hydroelectric generation

     20,114         60.4         19,698         62.0         18,576         58.1   

Thermal generation

     13,214         39.6         12,074         38.0         13,404         41.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     33,328         100         31,772         100         31,979         100   

 

Our combined electricity generation reached 33,328 GWh during the year ended December 31, 2015, which reflects a 4.9% increase compared to the same period in 2014. This is mainly due to an increased of hydro and thermal generation in Argentina due to additional dispatch by the electric market operator (“CAMMESA” in its Spanish acronym). Our total generation increased by 1.1% in Colombia, decreased by 4.5% in Peru and increased by 18.8% in Argentina. Hydroelectric generation and thermal generation for the year ended December 31, 2015 in the three countries where we combine results increased by 2.1% and 9.4%, respectively, compared to the same period in 2014.

Our combined electricity sales for the year ended December 31, 2015 totaled 37,488 GWh, which reflects a 5.5% increase compared to the same period in 2014. The increase in our combined electricity sales is mainly explained by our increased sales in Colombia and Argentina, 14.6% and 7.1%, respectively, during the year ended December 31, 2015 compared to the same period in 2014. Our sales decreased by 7.4% in Peru during 2015 compared to the same period in 2014.

 

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ELECTRICITY DATA BY COUNTRY

 

         Year ended December 31,      
     2015      2014      2013  

Argentina

        

Number of generating units(1)

     20         20         20   

Installed capacity (MW)(2)

     3,632         3,632         3,632   

Electricity generation (GWh)

     11,405         9,604         10,840   

Energy sales (GWh)

     11,968         10,442         12,354   

Colombia

        

Number of generating units(1)(3)

     36         32         29   

Installed capacity (MW)(2)(3)

     3,459         3,059         2,925   

Electricity generation (GWh)

     13,705         13,559         12,748   

Energy sales (GWh)

     16,886         15,773         16,090   

Peru

        

Number of generating units(1)(4)

     25         25         24   

Installed capacity (MW)(2)(4)

     1,686         1,652         1,540   

Electricity generation (GWh)

     8,218         8,609         8,391   

Energy sales (GWh)

     8,633         9,321         8,903   

Total

        
  

 

 

    

 

 

    

 

 

 

Number of generating units(1)

     81         77         73   

Installed capacity (MW)(2)

     8,777         8,343         8,097   

Electricity generation (GWh)

     33,328         31,772         31,979   

Energy sales (GWh)

     37,488         35,536         37,347   
  

 

 

    

 

 

    

 

 

 

 

(1) For details on generation facilities, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”
(2) Total installed capacity is defined as the maximum capacity (MW), under specific technical conditions and characteristics. In most cases, installed capacity is confirmed by satisfaction guarantee tests performed by equipment suppliers. Figures may differ from installed capacity declared to governmental authorities and customers in each country, according to criteria defined by such authorities and relevant contracts.
(3) In Colombia, El Quimbo entered commercial operation during 2015, adding 400 MW of capacity.
(4) In Peru, the Santa Rosa TG 7 unit was recommissioned in December 2014, and during 2015 there were capacity adjustments to and upgrades to existing plants, totaling an additional 33 MW.

We break down our sales to customers by using the two following criteria:

 

    The first criterion corresponds to regulated and unregulated customers. Regulated customers are distribution companies that mainly serve residential customers. Unregulated customers, on the other hand, may freely negotiate the electricity price with generators, or may purchase electricity in the pool market at the spot price. The classification of regulated customers differs from one country to another.

 

    The second criterion corresponds to contracted and non-contracted sales. This method is useful because it provides us a uniform way to compare the customers of each country. Contracted sales are defined uniformly throughout.

In the countries in which we operate, the potential for contracting electricity is generally related to electricity demand. Customers identified as small volume regulated customers, including residential customers, are subject to government regulated electricity tariffs, and must purchase electricity directly from a distribution company. These distribution companies, which purchase large amounts of electricity for small volume residential customers, generally enter into contractual agreements with generators at a regulated tariff price. Those identified as large volume industrial customers also enter into contractual agreements with energy suppliers. However, such

 

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large volume industrial customers are not subject to the regulated tariff price. Instead, these customers are allowed to negotiate the energy price with generators based on the characteristics of the service required. Finally, the pool market, where energy is normally sold at the spot price, is not carried out through contracted pricing.

The following table contains information regarding our combined sales of electricity by type of customer for each of the periods indicated:

COMBINED ELECTRICITY SALES BY CUSTOMER TYPE (GWh)(1)

 

     Year ended December 31,  
     2015      2014      2013  
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
 

Regulated customers

     13,600         36.3         12,801         36.0         12,990         34.8   

Unregulated customers

     7,461         19.9         7,744         21.8         8,207         22.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contracted sales(1)

     21,061         56.2         20,545         57.8         21,197         56.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Electricity pool market sales

     16,426         43.8         14,990         42.2         16,151         43.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     37,488         100         35,535         100         37,348         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes the sales to distribution companies without contracts in Peru.

Specific energy consumption limits (measured in GWh) for regulated and unregulated customers are country specific. Moreover, regulatory frameworks often require that regulated distribution companies have contracts to support their commitments to small volume customers and also determine which customers can purchase energy in electricity pool markets.

In terms of expenses, the primary variable costs involved in the electricity generation business, in addition to the direct variable cost of generating hydroelectric or thermal electricity such as fuel costs, are energy purchases and transportation costs. During periods of relatively low rainfall conditions, the amount of our thermal generation normally increases. This involves an increase of the total fuel cost and the costs of its transportation to the thermal generation power plants. Under drought conditions, electricity that we have contractually agreed to provide may exceed the amount of electricity that we are able to generate, which requires us to purchase electricity in the pool market at spot prices in order to satisfy our contractual commitments. The cost of these purchases at spot prices may, under certain circumstances, exceed the price at which we sell electricity under contracts and, therefore, may result in a loss. We attempt to minimize the effect of poor hydrological conditions on our operations in any year by limiting our contractual sales requirements to a quantity that does not exceed the estimated production in a dry year. To determine an estimated production in a dry year, we take into consideration the available statistical information concerning rainfall, hydrological levels, and the capacity of key reservoirs. In addition to limiting contracted sales, we may adopt other strategies including installing temporary thermal capacity, negotiating lower consumption levels with unregulated customers, negotiating with other water users and including pass-through cost clauses in contracts with customers. (for further details about hydrological conditions and their effects on our business, please refer to “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company — a. Hydrological Conditions).”

 

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The following table contains information regarding our combined electricity generation and purchases:

COMBINED GENERATION AND PURCHASES (GWh)(1)

 

     Year ended December 31,  
     2015      2014      2013  
     (GWh)      % of
Volume
     (GWh)      % of
Volume
     (GWh)      % of
Volume
 

Electricity generation

     33,328         88.4         31,772         89.1         31,979         85.4   

Electricity purchases

     4,362         11.6         3,882         10.9         5,487         14.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     37,690         100         35,655         100         37,466         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Since September 2005, we have participated in the Brazilian electricity business through our equity investment in Enel Brasil S.A., in which we have a beneficial ownership interest of 37.1%. Enel Brasil consolidates operations of (i) two generation companies, Fortaleza and Cachoeira Dourada, (ii) CIEN, which owns two transmission lines between Argentina and Brazil, (iii) CTM and TESA, subsidiaries of CIEN which own the Argentine side of the lines and (iv) two distribution companies, Ampla Energia e Serviço S.A. (“Ampla”), which is the second largest electricity distribution company in the State of Rio de Janeiro, and Companhia Energética do Ceará S.A. (“Coelce”), which is the sole electricity distributor in the State of Ceará.

Seasonality

While our core businesses are subject to weather patterns, generally only extreme events such as prolonged droughts, adversely affect our hydrological generation capacity. The generation businesses in the countries where we operate are affected by seasonal changes throughout the year. The months with the most precipitation in Argentina are typically May through August, with snow melts typically occurring between October and December. The months with the most precipitation in our operating area in Colombia are typically April and May as well as October and November. The months with the most precipitation in Peru are typically November through March.

When there is more precipitation, hydroelectric generating facilities can accumulate additional water to be used for generation. The increased level of our reservoirs allows us to generate more electricity with hydro power plants during months in which marginal electricity costs are lower.

In general, hydrological conditions such as droughts and insufficient rainfall may adversely affect our generation capacity. For example, severe prolonged drought conditions or reduced rainfall levels in the countries in which we operate caused by El Niño phenomenon reduces the amount of water that can be accumulated in reservoirs, thereby curtailing our hydroelectric generation capacity. In order to mitigate hydrological risk, hydroelectric generation may be substituted with thermal generation (natural gas, LNG, coal or diesel) and energy purchases on the spot market, both of which could result in higher costs, in order to meet our obligations under contracts with both regulated and unregulated customers.

Operations in Argentina

We participate in electricity generation in Argentina through our combined entities (Costanera and El Chocón), with an aggregate of 20 power units with a total capacity of 3,632 MW. Costanera owns eleven thermal units, with a total installed capacity of 2,304 MW and El Chocón owns nine hydroelectric units, with total installed capacity of 1,328 MW. Our hydro and thermal generation units in Argentina represented 11.4% % of the Argentine National Interconnected system’s (the “Argentine NIS”) installed capacity in 2015.

Our Argentine combined entities have stakes in three additional companies: Termoeléctrica Manuel Belgrano S.A., Termoeléctrica San Martín S.A. and Central Vuelta de Obligado S.A. These companies were

 

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formed to undertake the construction of three new generation facilities for a fund called “FONINVEMEM,” whose purpose is to increase electricity capacity and generation within the Argentine wholesale electricity market. The first two plants began their operations in 2008 using gas turbines, with an aggregate capacity of 1,125 MW, and began its combined cycle operations in March 2010, with an additional capacity of 572 MW. The total aggregate capacity of these units is 1,697 MW (848 MW from Manuel Belgrano and 849 MW from San Martín). The third plant began its open cycle operations in mid-2015 (with an installed capacity of 550 MW) and is expected to begin its combined cycle operations in 2016 (with a total installed capacity of 800 MW).

Since 2002, government intervention and energy industry authority actions, including limiting the spot price of electricity by considering the variable cost of generating electricity with natural gas and without considering the hydrological conditions of rivers and reservoirs or the use of more expensive fuels, have led to the lack of investment in the electric power sector. In addition, since 2002, the Argentine government has taken an active role in controlling the fuel supply to the electricity generation sector. (See “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework — Argentina” for further detail).

In March 2013, the government intervened with the fuel markets through Resolution 95/2013. The electric market operator (“CAMMESA” in its Spanish acronym) is now responsible for the supply and the commercial management of fuels for electric generation purposes.

As of December 31, 2015, Costanera’s installed capacity accounted for 7.3% of the total installed capacity in the Argentine NIS. Both Costanera’s steam turbine power plant and second combined-cycle plant can operate with either natural gas or diesel.

El Chocón accounted for 4.2% of the installed capacity in the Argentine NIS as of December 31, 2015. El Chocón has a 30-year concession, ending in 2023, for two hydroelectric generation facilities with an aggregate installed capacity of 1,328 MW. The larger of the two facilities for which El Chocón has a concession of 1,200 MW of installed capacity is the primary flood control installation on the Limay River. The facility’s large reservoir, Ezequiel Ramos Mejía, enables El Chocón to be one of the Argentine NIS major peak suppliers. Variations in El Chocón’s water discharge are moderated by El Chocón’s Arroyito facility, a downstream dam with 128 MW of installed capacity. In November 2008, we completed construction on the Arroyito dam, and increased the elevation of the reservoir’s water level, which allows the release of water at an additional 1,150 m3/sec, for a total of 3,750 m3/sec. A portion of the Arroyito facility’s generation is sold under the “Energy Plus” program, which provides for the offer of new electricity capacity to supply the electricity demand growth, using the 2005 demand level for electricity as a base. (For details on “Energy Plus”, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework — Argentina”).

For information on the installed generation capacity for each of our Argentine combined entities, see “Item 4. Information on the Company — D. Property, Plant and Equipment.”

Our total generation in Argentina amounted to 11,405 GWh as of December 31, 2015. According to CAMMESA, our generation market share was approximately 8.3% of the total electricity production in Argentina during 2015.

Hydroelectric generation in Argentina accounted for nearly 28.4% of our total as of December 2015, 1% higher than 2014. This was due to the fact that hydrological levels of the Limay River were close to average levels due to higher average precipitation during the winter months.

 

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Generation by type and combined entity is shown in the following table:

ELECTRICITY GENERATION IN ARGENTINA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric generation (El Chocón)

     3,238         28.4         2,632         27.4         2,317         21.4   

Thermal generation (Costanera)

     8,167         71.6         6,972         72.6         8,523         78.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     11,405         100         9,604         100         10,840         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

The following table sets forth our electricity generation and purchases in Argentina:

ELECTRICITY GENERATION AND PURCHASES IN ARGENTINA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     (GWh)      % of
Volume
     (GWh)      % of
Volume
     (GWh)      % of
Volume
 

Electricity generation

     11,405         95.3         9,604         92.0         10,840         87.7   

Electricity purchases

     563         4.7         838         8.0         1,514         12.3   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     11,968         100         10,442         100         12,354         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

The distribution of our electricity sales in Argentina, by customer segment and per combined entity, is shown in the following tables:

ELECTRICITY SALES PER CUSTOMER SEGMENT IN ARGENTINA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     Sales      % of
Sales
Volume
     Sales      % of
Sales
Volume
     Sales      % of
Sales
Volume
 

Contracted sales

     585         4.9         857         8.2         1,737         14.1   

Non-contracted sales(1)

     11,383         95.1         9,586         91.8         10,617         85.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     11,968         100         10,442         100         12,354         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Non-contracted electricity sales were made at spot prices determined by the regulator.

ELECTRICITY SALES PER COMBINED ENTITY IN ARGENTINA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  

Costanera

     8,168         7,051         8,962   

El Chocón

     3,801         3,391         3,392   
  

 

 

    

 

 

    

 

 

 

Total

     11,968         10,442         12,354   
  

 

 

    

 

 

    

 

 

 

 

 

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In March 2013, the Argentine government intervened in the commercial market for energy, except with respect to the “Energy Plus” program, through the one-time application of Resolution No. 95/2013. CAMMESA is now responsible for the management of contracts with end customers, except for those under the “Energy Plus” program. The resolution defined a transition period in which the electricity generating companies will continue managing the contracts until their expiration dates.

As of December 31, 2015, Costanera did not have contracts with unregulated customers or distribution companies and sold all of its electricity to the pool market during the year. As of December 31, 2015, El Chocón had only one contract with unregulated customers and no contracts with distribution companies. Energy is provided to Minera Alumbrera through CEMSA, our combined entity.

El Chocón does not have the right to terminate its operating agreement with us, unless we fail to comply with our obligations under the agreement. Under the terms of the operating agreement, we are entitled to a fee payable in U.S. dollars based on El Chocón’s annual gross revenues, payable in monthly installments.

According to CAMMESA, electricity demand throughout the Argentine NIS increased by 4.4% during 2015. The total electricity demand was 131,998 GWh in 2015, 126,397 GWh in 2014 and 125,167 GWh in 2013. Our Argentine combined entities compete with all the major power plants connected to the Argentine NIS. According to the installed capacity reported by CAMMESA, in its monthly report as of December 2015, our major competitors in Argentina are: (1) the state controlled company Enarsa (with an installed capacity of 1,133 MW), (2) the nuclear unit “NASA” (with an installed capacity of 1,010 MW), and (3) the hydroelectric units Yacyretá and Salto Grande (with an aggregate installed capacity of 3,690 MW). The main private competitors are: AES Group, Sociedad Argentina de Energía S.A. (“Sadesa”), and Pampa Energía. The AES Group has seven power plants connected to the Argentine NIS with a total installed capacity of 2,753 MW (43.7% of which is hydroelectric). Sadesa owns a total of approximately 3,858 MW of installed capacity, the most significant of which are Piedra del Águila (with an installed capacity of 1,400 MW) and Central Puerto (a thermal facility with 1,777 MW of installed capacity). Pampa Energía, with a total installed capacity of 2,217 MW, competes with us with six power plants, of which 653 MW is hydroelectric and 1,564 MW is thermal.

Operations in Colombia

Our generation operations in Colombia are carried out through Emgesa. We hold 56.4% of Emgesa’s voting rights as a result of a transfer of voting rights from Enersis Américas and we are allowed to appoint the majority of the Board members pursuant to a shareholders’ agreement. We therefore control Emgesa. For more information on our control over Emgesa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

As of December 31, 2015, Emgesa operated 36 generation units, with a total installed capacity of 3,459 MW, of which 3,015 MW was from hydroelectric plants and 444 MW was from thermoelectric plants. According to Expertos de Mercado S.A. E.S.P. (“XM”), a Colombian company that provides system management in real time services in electrical, financial and transportation sectors, our hydroelectric and thermal generation plants represented 21.0% of the country’s total electricity generation capacity as of December 2015. For information on the installed generation capacity for each of our Colombian combined entities, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”

Approximately 89% of our installed capacity in Colombia is hydroelectric, and therefore, our electricity generation depends on reservoir levels and rainfall. According to XM, our generation market share was 20.6% in 2015, 21.2% in 2014 and 20.6% in 2013. In addition to hydrological conditions, the generation amount depends

 

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on our commercial strategy. Companies are free to offer their electricity at prices driven by market conditions and are dispatched by a centralized operating entity to generate according to the prices offered, as opposed to being dispatched according to the operating costs, as in other countries in which we operate.

During 2015, thermal generation represented 10.8% of total generation and hydroelectric generation represented the remaining 89.2%. In 2015, hydrological conditions were below the historical averages in Colombia, with rainfall around 79% of the historical averages. In the case of Emgesa, according to XM, the three rivers that supply water to Emgesa’s hydroelectric power plants were as follows compared to their historical levels: the Guavio River Basin was 13% higher, the Magdalena River (Betania) was 10% lower and the Bogotá River (Cadena Nueva) was 7% lower. For the year ended December 31, 2015, hydroelectric generation decreased by 3.2% compared to 2014.

Generation by type in Colombia is shown in the following table:

ELECTRICITY GENERATION IN COLOMBIA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric generation

     12,223         89.2         12,627         93.1         11,784         92.4   

Thermal generation

     1,482         10.8         932         6.9         964         7.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     13,705         100         13,559         100         12,748         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

During 2015, Emgesa used 554 kilotons of coal for its coal-fired plants, which was obtained from 22 local suppliers compared to the 439 kilotons used during 2014. This higher consumption can be explained by the presence of El Niño climate phenomenon which resulted in drier hydrology in Colombia than in 2014. The local coal price has remained below the export price as high transport costs make it difficult for domestic coal to compete in the export market. This trend is expected to continue in the Colombian coal market.

In 2013, Emgesa also entered into a fuel oil supply agreement with Esapetrol, in addition to the existing oil supply contracts with Petromil and Biomax. During 2015, the Cartagena power plant consumed 118 kilotons of fuel oil, primarily supplied from Petromil. We believe that Emgesa will have access to a reliable supply of fuel oil for the Cartagena power plant.

The following table sets forth our electricity generation and purchases in Colombia:

ELECTRICITY GENERATION AND PURCHASES IN COLOMBIA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     (GWh)      %      (GWh)      %      (GWh)      %  

Electricity generation

     13,705         80.2         13,559         85.3         12,748         78.6   

Electricity purchases

     3,384         19.8         2,333         14.7         3,461         21.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total(1)

     17,089         100         15,893         100         16,209         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Electricity generation and electricity purchases may differ from total electricity sales because transmission losses and technical losses have already been deducted.

 

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Colombia has a single interconnected electricity system, the National Interconnected System (“Colombian NIS”). Electricity demand in the Colombian NIS increased 4.1% during 2015. Total electricity consumption was 66,173 GWh in 2015, 63,570 GWh in 2014, and 60,890 GWh in 2013.

Colombia has an agreement with Ecuador to provide an interconnection between the electricity systems of both countries. During 2015 Colombian electricity generators sold 824 GWh of electricity to Ecuadorian customers.

In addition, Colombia has interconnection lines with Venezuela that operate under exceptional circumstances as needed by either of the two countries. In April 2011, Colombia and Venezuela signed an agreement to supply energy to Venezuela as part of the normalization of commercial relations. This agreement also includes the import of gasoline and diesel from Venezuela. The total energy exported to Venezuela was 3 GWh in 2015.

The distribution of our electricity sales in Colombia by customer segment is shown in the following table:

ELECTRICITY SALES PER CUSTOMER SEGMENT IN COLOMBIA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     Sales      % of Sales 
Volume
     Sales      % of Sales 
Volume
     Sales      % of Sales 
Volume
 

Contracted sales

     12,505         74.1         10,969         69.5         11,567         71.9   

Non-contracted sales

     4,381         25.9         4,804         30.5         4,523         28.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales(1)

     16,886         100         15,773         100         16,090         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Electricity generation and electricity purchases may differ from total electricity sales because transmission losses and technical losses have already been deducted.

During 2015, Emgesa served 440 customers, of which 422 were unregulated customers and 18 were distribution and trading companies. Emgesa’s sales to our Colombian distribution combined entity, Codensa, accounted for 15% of its total contracted sales with regulated customers in 2015. Electricity sales to the five largest unregulated customers represented 23% of total contracted sales with unregulated customers.

For the year ended December 31, 2015, principal distribution customers were (ordered alphabetically): Codensa (our combined entity), Compañia Energética del Tolima (“Enertolima”), Electrificadora del Caribe (“Electrocaribe”), Electrificadora del Huila, Electrificadora de Santander and Empresas Públicas de Medellín (“EPM”).

Our most significant competitors in Colombia include the following state-owned companies: Empresas Públicas de Medellín (with an installed capacity of 3,202 MW) and Isagen (with an installed capacity of 3,001 MW). We also compete with the following private sector companies in Colombia: Chivor (with an installed capacity of 1,000 MW), which is owned by Gener; Colinversiones (with an installed capacity of 1,862 MW), which includes Termoflores and Epsa; and Gecelca (with an installed capacity of 1,361 MW).

Operations in Peru

Through our combined entity, Edegel, we operate a total of 25 generation units in Peru, with a total installed capacity of 1,686 MW. As of December 31, 2015, Edegel owns 18 hydroelectric units, with a total installed capacity of 783 MW, and the remaining 903 MW consists of seven thermal units. On May 6, 2013, the TG 7 unit of Santa Rosa was decommissioned due to fire damage. The damage in the plant resulted in a total loss and the

 

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insurance covered both the assets and the business interruption for a period of up two years. On December 5, 2014, the TG 7 unit restarted commercial operations again. During 2015, no new generation units entered operation, but Edegel adjusted the capacities of some units. Edegel’s hydroelectric plants had their capacities adjusted as follows: Chimay increased by 1 MW, Callahuanca increased by 4 MW, Huinco increased by 21 MW and Moyopampa increased 3 MW. Edegel also adjusted the capacity of some of its thermal plants as follows: Santa Rosa increased by 6 MW and Ventanilla was reduced by 1 MW.

According to the Energy and Mining Investment Supervisory Authority (“Osinergmin” in its Spanish acronym), the Peruvian regulatory electricity authority, our hydroelectric and thermal generation plants in Peru represented 17.6% of the country’s total electricity generation capacity as of December 31, 2015. For information on the installed generation capacity for each of our power plants in Peru, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”

Generation by type in Peru is shown in the following table:

ELECTRICITY GENERATION IN PERU (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric generation

     4,653         56.6         4,439         51.6         4,474         53.3   

Thermal generation

     3,565         43.4         4,170         48.4         3,917         46.7   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     8,218         100         8,609         100         8,391         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

According to the Committee of Economic Operation of the Peruvian System (“COES” in its Spanish acronym), we generated 18.8% of total Peruvian electricity production in 2015.

Hydroelectric generation represented 56.6% of total production of Edegel in 2015. In the case of Edegel, hydrological levels were above their historical averages in 2015 in the rivers that supply Edegel’s hydroelectric power plants. According to COES, hydrological levels of the Rimac River Basin (Huinco, Matucana, Callahuanca, Moyopampa and Huampaní) were 9% higher than the average; hydrological levels of the Tulumayo River (C.H. Chimay) were 15% higher than the average; and hydrological levels of the Tarma River (C.H. Yanango) were 6% higher than the average.

Edegel has long-term gas supply, transportation and distribution contracts for its Ventanilla and Santa Rosa facilities. It has also signed transport capacity transfer agreements with other generators, which allows it to trade transport capacity in order to operate as instructed by COES, and optimize the use of the natural gas transport system.

The following table sets forth our electricity generation and purchases in Peru:

ELECTRICITY GENERATION AND PURCHASES IN PERU (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
       (GWh)        %        (GWh)        %        (GWh)        %  

Electricity generation

     8,218         95.2         8,609         92.4         8,391         94.2   

Electricity purchases

     415         4.8         710         7.6         512         5.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     8,633         100         9,320         100         8,903         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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The Peruvian National Interconnected Electric System (“SEIN”) is the only interconnected system in Peru. Electricity sales in the SEIN increased by 6.6% in 2015 compared to 2014, amounting to 39,937 GWh.

The distribution of Edegel’s electricity sales by customer segment in Peru is shown in the following table:

ELECTRICITY SALES PER CUSTOMER SEGMENT IN PERU (GWh)

 

     Year ended December 31,  
     2015      2014      2013  
       (GWh)        %        (GWh)        %        (GWh)        %  

Contracted sales

     7,971         92.3         8,719         93.6         7,892         88.6   

Non-contracted sales

     662         7.7         601         6.4         1,011         11.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     8,633         100         9,320         100         8,903         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes sales to distribution companies without contracts.

Edegel’s electricity sales decreased by 7.4% in 2015 compared to 2014, mainly due reduced activity in the mining sector. One of our principal customers decreased its metal extraction, reducing its energy consumption. In 2015, sales to unregulated customers represented 43.2% of Edegel’s total contracted sales. During 2015, Edegel had nine regulated customers and seventeen unregulated customers.

For the year ended December 31, 2015. Edegel’s principal distribution customers were (ordered alphabetically): Edelnor (Enersis Amerícas’ subsidiary), ElectroSur, Electrosureste, Hidrandina, Luz del Sur and Seal, and Edegel’s principal unregulated customers were (ordered alphabetically): Compañía Minera Casapalca, Creditex, Hudbay Perú, Minera Chinalco Perú, Minera La Arena and Refinería Cajamarquilla.

In 2012, Edelnor carried out a long-term tender process for the period of 2016-2027, with an energy requirement of approximately 990 GWh per year. The contracts were granted to Edegel (42.3%), Fenix (24.9%), Kallpa (18.5%), EEPSA (12.5%) and Egejunin (1.8%).

In 2013 and 2014, there were no long-term tenders in Peru.

In 2015, Edelnor carried out a long-term tender process for 2022-2031, with a power requirement of 300 MW per year. The contracts were granted to Electroperu (33.3%), Cerro del Águila (27.0%), Edegel (23.3%), EEPSA (6.7%), Hidro Marañón (4.7%), San Gabán (1.7%), SDF (1.7%) and Celepsa (1.7%).

Our most significant competitors in Peru are: Enersur (GDF-Suez group, with an installed capacity of 1,248 MW), Electroperú (a state-owned competitor, with an installed capacity of 911 MW), Kallpa (Inkia Energy group, with an installed capacity of 1,060 MW), Egenor (Duke Energy group, with an installed capacity of 622 MW) and Fenix (Fenix Power Peru group, with an installed capacity of 570 MW).

 

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ELECTRICITY INDUSTRY REGULATORY FRAMEWORK

The following chart shows a summary of the main characteristics of the electricity regulatory framework by business segment in the countries in which we have investments or have an economic interest.

 

         

Argentina

  

Brazil

  

Peru

  

Colombia

Gx

   Unregulated
Market
  

Regulated

remuneration scheme (Resolution No. 482/2015)

  

Spot markets

with prices defined by the regulator

   Spot markets with costs audited by the regulator    Spot market with auctioned cost (Price-offered)
   Regulated    Seasonal Price   

Auction Thermal

- 20 years / Hydro

- 30 years

   Auction up to 20 years and node price    Auction 3/5 years
   Capacity   

Contribution

peak demand

   —      Income based on contributions during peak demand    Firm energy contribution (energy auctions for at least 20 years)
Tx    Features   

Public — Open Access — Regulated Tariff

Monopoly Regime for Transmission System Operators (“TSOs”)

Dx    Law    Concession contract    Administrative Concession (indefinite)   

Authorization

Operation Zone

   Expansion    95 years    30 years    Undefined   
   Tariff review    5 years    4/5 years    4 years    5 years
Cx   

Unregulated

customers

   > 0.03 MW   

> 0.5 MW to 3MW/ NCRE

>0.5MW/conventional

  

> 0.2 to 2.5 MW optional

>2.5 MW

mandatory

   > 0.1 MW
  

Unregulated

market (%)

   ≈ 20%    ≈ 25%    ≈ 45%    ≈ 30%

 

Gx: Generation    Tx: Transmission    Dx: Distribution    Cx: Trading

 

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Argentina

Industry Overview

Industry Structure

In the Argentine Wholesale Electricity Market (“Argentine MEM” in its Spanish acronym) there are four categories of local agents (generators, transmitters, distributors, and large customers) and two external agents (traders of generation and traders of demand) who are allowed to buy and sell electricity as well as related products.

The following chart shows the relationships among the various participants in the Argentine MEM:

 

LOGO

The generation sector was organized on a competitive basis until March 2013, with independent generating companies selling their output in the Argentine MEM spot market, through private contracts to purchasers in the Argentine MEM contract market or to CAMMESA, through special transactions.

On March 26, 2013, the Argentine Secretary of Energy published Resolution No. 95/2013 that set out a regulated remuneration scheme for power generation activity beginning retroactively from February 2013. The main features of the Resolution are as follows:

 

    It applies to generators, co-generators and self-generators, except for power plants entered into operation after 2005, nuclear generation and cross-border hydro generation.

 

    CAMMESA, the market operator, became the single buyer/seller for the fuel needed for plant operations. This implies that market agents are not allowed to trade fuels.

 

    Free bilateral trading is suspended: large customers will have to buy electricity directly from CAMMESA (no change of supply for residential customers, who are still served by distribution companies).

 

    Generators began to receive a regulated remuneration, which should cover fixed and variable costs plus additional remuneration.

 

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The transmission sector is regarded as a public service, operating under monopoly conditions and is comprised of several companies to whom the Argentine government grants concessions. One concessionaire operates and maintains the highest voltage facilities and eight concessionaires operate and maintain high and medium voltage facilities, to which generation plants, distribution systems and large customers are connected. The international interconnected transmission systems also require concessions granted by the Argentine Secretary of Energy. Transmission companies are authorized to charge different tolls for their services.

Distribution is regarded as a public service, operating under monopoly conditions, and is comprised of companies that have been granted concessions by the Argentine government. Distribution companies have the obligation to make electricity available to end customers within a specific concession area, regardless of whether the customer has a contract with the distributor or directly with a generator. Accordingly, these companies have regulated tariffs and are subject to quality service specifications. Distribution companies may obtain electricity on the Argentine MEM’s spot market, at a price called “seasonal price”, which is defined by the Argentine Secretary of Energy as the cap for the costs of electricity bought by distributors that can be passed through to regulated customers. There are two electricity distribution areas subject to federal concessions. The concessionaires are Edesur (one of our combined entities) and Edenor (an unrelated company), both of which are located in the greater Buenos Aires area. The local distribution areas are subject to concessions granted by the provincial or municipal authorities. However, all distribution companies acting on the Argentine MEM must operate under its rules.

Among customers, there are the regulated customers that are supplied by distributors at regulated tariffs and the large customers, who are classified into three categories: major large customers, minor large customers and private large customers. Each of these categories has different requirements with respect to purchases of their energy demand. For example, major large customers are required to purchase 50% of their demand through supply contracts and the remainder in the spot market, while minor large customers and private large customers are required to purchase all of their demand through supply contracts. Large customers participate in CAMMESA by appointing two directors and two acting directors through the Argentine Association of Electric Power for Large Customers. Since 2013, due to Resolution No. 95/2013, large customers buy electricity directly from CAMMESA, following the expiration of their bilateral contracts directly with generators.

There is one interconnected system, the Argentine NIS, and smaller systems that provide electricity to specific areas. According to the Argentine National Institute of Statistics and Census (Federal Planning Ministry provisional data of 2014), 99.4% of the energy required by the country is supplied by the Argentine NIS and only 0.6% is supplied by isolated systems.

Principal Regulatory Authorities

The Argentine Ministry of Energy and Mining, is primarily responsible for studying and analyzing the behavior of energy markets, preparing the strategic planning with respect to electricity, hydrocarbons and other fuels, promoting policies to increase competition and improve efficiency in the assignment of resources, leading actions for applying the sector policy, orienting new operators to the general interest, respecting the rational exploitation of the resources and the preservation of the environment.

The Argentine National Regulatory Authority for the Energy Sector (“ENRE” in its Spanish acronym) carries out the measures necessary for meeting national policy objectives with respect to the generation, transmission and distribution of electricity. Its principal objectives are to: protect the rights of customers; promote competitiveness in production; encourage investments that assure long-term supply; promote free access, non-discrimination and the generalized use of the transmission and distribution services; regulate transmission and distribution services to ensure fair and reasonable tariffs, and encourage private investment in production, transmission, and distribution, ensuring the competitiveness of the markets where possible. ENRE directly controls the management of Edenor and Edesur as distribution companies operating under a national concession. In the case of Edesur, on July 12, 2012, ENRE appointed an overseer, originally for 45 business days, a term that was extended for successive periods of the same duration, in order to monitor and actively

 

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control management of Edesur. ENRE Resolution No.243/2013 increased the term from 45 to 90 business days and it has been extended by successive 90 day-terms and may be extended further.

The principal functions of the CAMMESA are the coordination of dispatch operations, the establishment of wholesale prices and the administration of economic transactions made through the Argentine NIS. It is also responsible for executing the economic dispatch through economic considerations and rationality in the administration of energy resources, coordinating the centralized operation of the Argentine NIS to guarantee its security and quality, and managing the Argentine MEM, in order to ensure transparency through the participation of all the players involved and with respect to the respective regulations.

The principal functions of the Argentine Federal Electricity Council are the following: (i) managing specific funds for the electricity sector and (ii) advising the national executive authority and the provincial governments with respect to the electricity industry, the priorities in performing studies and works, concessions and authorizations, and prices and tariffs in the electricity sector. It also provides advice regarding modifications resulting from legislation referring to the electricity industry.

The Federal Environmental Council is an institutional branch of the federal government empowered to address environmental problems and solutions in Argentina. It has legal authority to coordinate the development of environmental policy among member states. The member states adopt regulations or rules that are issued by the Argentine Assembly, which are issued as resolutions.

The Ministry of Environment and Sustainable Development, a member of the Federal Environment Council, assists the Chief of Cabinet of Ministers in the implementation of environmental measures and articulates its insertion in the ministries and other areas of the national public administration. It seeks to foster rational exploitation and sovereignty over Argentina’s natural resources with consideration to fairness and social inclusion. The Secretary is involved in environmental planning and preservation, planning and implementation of national environmental management in the implementation of sustainable development, rational use of non-renewable resources and the diagnosis of environmental issues in coordination with different branches of the Argentine government.

The Electricity Law

General

The Argentine electricity industry was originally developed by private companies. As a result of service problems, the Argentine government began to intervene in the sector in the 1950s and initiated a nationalization process. Law 15,336/60 was passed to organize the sector and establish the federal legal framework for the start of major transmission and generation projects. Many government-owned corporations were created within this framework in order to carry out various hydroelectric and nuclear projects.

As a result of the electricity shortage in 1989, the following laws were passed starting in 1990: Law 23,696 (“State Reform”), Law 23,697 (“Economic Emergency”) and Law 24,065 (“Electricity Framework”). The objective of the new legislation was essentially to replace the vertically-integrated system based on a centrally-planned state monopoly with a competitive system based on the market and indicative planning.

Regulatory Developments: The Industry After the Public Emergency Law

Law 25,561, the Public Emergency Law, was enacted in 2002 to manage the economic crisis that began that year. It forced the renegotiation of public service contracts (such as electricity transmission and distribution concession contracts) and imposed the conversion of U.S. dollar denominated obligations into Argentine pesos at a pegged rate of Ar$ 1.00 per US$ 1.00. The mandatory conversion of transmission and distribution tariffs from U.S. dollars to Argentine pesos at this pegged rate (compared to the market exchange rate at that time of approximately Ar$ 3.00 per US$ 1.00) and the regulatory measures that cap and reduce the spot and seasonal prices hindered the pass-through of generation variable costs in the tariffs to end customers.

 

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The Public Emergency Law also empowered the Argentine government to implement additional monetary, financial and foreign exchange measures to overcome the economic crisis in the medium term. These measures have been periodically extended. Most recently, Law 27,200 enacted on November 2015, further extended the measures until December 31, 2017

The Argentine Secretary of Energy introduced several regulatory measures aimed at correcting the effects of the devaluation into the Argentine MEM’s costs and prices and to reduce the price paid by the end customers.

Resolution No. 240/2003 changed the method for calculating spot prices by decoupling such prices from the marginal cost of operation. Prior to this resolution, spot prices in the Argentine MEM were typically fixed by units operating with natural gas during the warm season (from September through April) and units operating with liquid fuel/diesel in the winter (May through August). Due to restrictions on natural gas supply, winter prices were higher and affected by the price of imported fuels priced in U.S. dollars. Resolution No. 240/2003 sought to avoid price indexation pegged to the U.S. dollar and, although generation dispatch is still based on actual fuels used, the calculation of the spot price under the resolution is defined as if all dispatched generation units did not have the existing restrictions on natural gas supply. In addition, water value is not considered if its opportunity cost is higher than the cost of generating with natural gas. The resolution also set a cap on the spot price at Ar$ 120 per MWh, which was valid until the adoption of Resolution No. 95/2013 (March 2013). The real variable costs of thermal units burning liquid fuels were paid by CAMMESA through the Transitory Additional Dispatch Cost (Sobrecosto transitorio de despacho) plus a margin of Ar$ 2.5 per MWh, according to the Resolutions No. 6,866/2009 and No. 6,169/2010, that came into effect in May 2010. The generators that have adopted Resolution No. 95/2013 are remunerated according to such resolution and later by Resolution No.529/2014 and Resolution No. 482/2015.

The Argentine government has avoided increases in electricity tariffs to end customers and seasonal prices have been maintained substantially fixed in Argentine pesos. In contrast, gas producers have received price revisions by the authority and thereby were able to recover part of the value that they lost as a result of the 2002 devaluation of the Argentine peso against the U.S. dollar.

Under this system, CAMMESA sells energy to distributors who pay seasonal prices and buys energy from generators at spot prices that recognize rising gas prices at a contractual price defined by the instructions of the Argentine Secretary of Energy. To overcome this imbalance, the Argentine Secretary of Energy — through Resolution No. 406/2003 — only allows payments to generators for amounts collected from the purchasers in the spot market. This resolution set a priority of payment for different services, such as capacity payment, fuel cost and energy sales margin, among others. As a result, CAMMESA accumulates debt with generators while the system gives a distorted price incentive to the market that encourages electricity consumption but discourages investments to satisfy the growth in electricity demand, including investments in transmission capacity. Additionally, electricity generators experience a reduction of estimated income from contract prices because of the reduction of the spot price. However, since 2013, generators that have adopted Resolution No. 95/2013 collect most of their income through CAMMESA.

The Argentine government had intentions to gradually reverse its decision to freeze distribution tariffs. During 2011, various resolutions authorizing the elimination of electricity and natural gas subsidies were issued. However, the subsidy elimination has been applied to only 5% of customers, and has not expanded to other customers. For further details, see “— Sales to Distribution Companies and Certain Regulated Customers” below.

In order to enhance the energy supply, the Argentine Secretary of Energy created different schemes to sell “more reliable energy.” Resolution No. 1,281/2006 created the Energy Plus Service Program, which was designed to increase generation capacity in order to meet growth in electricity demand over the “Base Demand,” which was the demand for electricity in 2005.

SE Resolutions No. 220/2007 and 724/2008 gave thermal generators the opportunity to reduce some of the adverse effects of Resolution No. 406/2003 by entering into MEM Supply Commitment Contracts (“CCAM” in

 

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its Spanish acronym). Under these resolutions, a thermal generator can perform maintenance or repowering investments to improve the availability of its units and add additional capacity to the system. After authorization, the thermal generator can then sign a CCAM at prices that would permit the recovery of such capital expenditures. Additionally, energy sales through a CCAM receive payment priority compared with spot energy sales under Resolution No. 406/2003. Generators with a CCAM can supply energy to CAMMESA for up to 36 months, renewable only for an additional six-month period.

During 2009, Resolution No. 762/2009 created the National Hydroelectric Program to promote the construction of new hydroelectric plants. The program enables authorized generators to enter into energy supply contracts with CAMMESA for up to 15 years at prices that would allow for the recoupment of their investment.

The Argentine government has adopted several other measures to encourage new investments, including the following: auctions to expand the capacity of natural gas transportation and electricity transmission; the implementation of certain projects for the construction of power plants; the creation of fiduciary funds to finance these expansions; and the awarding of contracts with renewable energy, called the “GENREN program.” For more details, refer to “— Environmental Regulation” below. In addition, Law 26,095/2006 created specific charges that must be paid by end customers, which are used to finance new electricity and gas infrastructure projects. The Argentine government has also enacted regulations to encourage the rational and efficient use of electricity.

Since the implementation of the Electricity Framework, the generation sector has sold the electricity it generates on the wholesale spot market and the private contract market. However, a series of resolutions have been published since 2005 that have permitted the Argentine government and generators to sign contracts for the incorporation of new generation plants and/or maintenance of existing plants to guarantee the availability of the units. On August 24, 2012, the Argentine government informed electricity sector companies that it would reform the Argentine MEM and end the marginal price system of the 1990s. To implement these changes, a Strategic Planning and Coordination Commission of the National Hydrocarbons Investment Plan was created. The principal change in the generation sector is the evolution of the “liberalized marginalist” model into a “Cost Plus” model in accordance with the following “Declared Principles”: (i) any income shall be applied to each company based on the sum of its equity and debt, less redundant assets, (ii) a “Reasonable Profit” would be recognized, and (iii) efficient operating costs would be recognized.

With this new regulatory model, the Argentine government has more information and control over (i) the profitability of companies, (ii) the quality of service, and (iii) the supply of fuels through CAMMESA, which is the sole supplier of fuels (through imports and a contract with YPF S.A., an Argentine company engaged in the exploration, distribution and sale of petroleum and its derivatives). Therefore, while generation companies will not pay for fuel, reducing their operating costs, they are not compensated for this expense in their prices, also reducing part of their revenues and changing the method employed to record revenues and operating costs.

The Argentine Secretary of Energy published Resolution No.95/2013, Resolution No. 529/2014 and Resolution No. 482/2015, in 2013, 2014 and 2015, respectively, which established a new remuneration scheme for all generation companies except for biomass/biogas, hydroelectric plants, nuclear plants and blocks of energy commercialized through energy contracts regulated by the Secretary of Energy. The remuneration scheme is based on average costs for generation companies, in contrast with the previous marginal price system. The new scheme establishes payments for fixed and variable costs depending on the type of technology, whether it be hydroelectric, thermal (gas turbine, steam turbine, combined cycle), internal combustion motor generators, wind, solar photovoltaic, biomass/biogas, as well as the size of the plant (small, medium or large units) separated by their technology and the type of fuel used (natural gas, fuel oil/gas oil, biofuels or coal). The generation companies received payments defined by Resolution No. 95/2013 from February 2013 until January 2014. From February 2014 until January 2015, generation companies received payments according to Resolution No. 529/2014. Since February 2015, generators have received payments according to Resolution No. 482/2015, which increased the amounts in order to compensate them for inflation effects. Resolution No. 482/2015 also includes the recognition of non-recurring maintenance costs for hydroelectric generation plants, and incorporates a new payment to finance new electric project investment.

 

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The impact of Resolution No. 482/2015 has been favorable for generators in 2015 due to higher revenues received than those under Resolution No. 529/2014, leading to greater cash flows. However, the future effect of this regulation will depend on the remuneration values constantly being updated by the Argentine Secretary of Energy.

The increases in the payments to generators due to Resolution No. 482/2015, as compared to Resolution No 529/2014 are summarized as follows:

 

    28% increase in the fixed cost recognition for combined cycle gas turbines, CCGTs and hydroelectric plants.

 

    23.5% and 23% increase in the variable cost recognition for CCGTs and hydroelectric plants.

 

    25% and 10% increase in the additional remuneration in CCGTs and hydroelectric plants, respectively.

 

    18% increase in the non-recurring maintenance remuneration in hydroelectric plants, which before with Resolution No. 529/2014 did not receive this payment.

 

    Create a charge intended to finance new investment projects during 2015-2018, called 2015-2018 FONINVEMEM charge (Cargo Foninvemem 2015-2018).

On July 2, 2015, El Chocón, Costanera and Dock Sud signed the “Agreement to manage and operate projects, increase thermal generation availability and adjust the remuneration for energy generated”. El Chocón, Costanera, Dock Sud and other companies decided to participate in an 800 MW combined-cycle gas turbine power plant project. The agreement states that the project will be funded with the receivables of the 2015-2018 FONINVEMEM remuneration and with a remuneration trust that was not used for other purposes, which is accrued between February 2015 and December 2018. Both the Secretary of Energy and the generators’ agents reserved the right to terminate this agreement if the respective complementary agreements were not signed within 90 days. To date there has been no further progress in the signing of the complementary agreements. Therefore, the contract is no longer valid.

Part of the additional remuneration set in Resolution No. 95/2013, adjusted by Resolution No. 529/2014 and Resolution No. 482/2015, went into a trust for the execution of works in the electricity sector. Resolution No. 95/2013 states that the payment deposited to the trust is not subject to any deduction or discount, and that the Secretary of Energy will define the mechanism under which the receivables collected by CAMMESA due to Resolution No. 406/2003 will be utilized.

Generators, including our combined entities, have the option to invest in new capacity, which can be financed with accruals of the trust. Costanera and El Chocón signed an agreement to install four new 9 MW generating units in Costanera. The investment of approximately US$ 44 million was financed with El Chocón’s Additional Remuneration Trust accruals. Resolution No. 482/2015 incorporated the payment values for this technology, generating units, that was not previously defined. The four generating units are expected to begin their commercial operation during the second quarter of 2016.

On December 16, 2015, the National Executive Branch enacted the Decree No. 134/2015, which declared a state of emergency for the National Electricity sector until December 31, 2017 and instructed the newly-created Ministry of Energy and Mining to prepare and implement a national program to improve the quality and safety of the electrical supply and guarantee that it is provided under the best technical and economic conditions.

FONINVEMEM

Resolution No. 712/2004 created FONINVEMEM, a fund whose purpose is to increase electricity capacity/generation within the Argentine MEM. Pursuant to Resolution No. 406/2003, the Argentine Secretary of Energy decided to pay generators for the spot prices up to the amount available in a stabilization fund, after collecting the funds from the purchasers in the spot market at seasonal prices, which were lower than spot prices for the same period. FONINVEMEM would receive the differences between spot prices and payments to sellers, according to Resolution No. 406/ 2003 from January 1, 2004 to December 31, 2006. CAMMESA was appointed to manage FONINVEMEM.

 

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Pursuant to Resolution No. 1,193/2005, all private generators in the Argentine MEM were called upon to participate in the construction, operation and maintenance of the electricity generation plants to be built with the funds from FONINVEMEM, consisting of two combined-cycle generation plants of approximately 825 MW each.

Due to the insufficient resources to construct the plants, Resolution No. 564/2007 required all of the Argentine MEM’s private sector generators to commit to FONINVEMEM by including the differences between spot prices and payments made pursuant to Resolution No. 406/2003 for an additional period ending December 31, 2007. These plants were completed in 2010 and are powered by natural gas or alternative fuels.

The Energy Plus Program

In September 2006, the Argentine Secretary of Energy issued Resolution No. 1,281/2006 in an effort to respond to the continued increase in energy demand following Argentina’s economic recovery after the crisis. With this resolution, the Argentine government started the Energy Plus Program, which (i) create incentives to construct electricity generation plants; and (ii) ensure that energy available in the market is used primarily to service residential customers and industrial and commercial customers with an energy demand is at or below 300 kW as well as those who do not have access to other viable energy alternatives, as its principal objectives.

The resolution also established the price large customers are required to pay for excess demand that are not covered by a contract under the Energy Plus Program, which is equal to the marginal cost of operations. This marginal cost is equal to the generation cost of the last generation unit dispatched to supply the incremental demand for electricity at any given time.

Agreement to Manage and Operate Projects

On November 25, 2010, the Argentine Secretary of Energy signed an agreement with several generation companies, including our combined entities, in order to: (i) increase thermoelectric unit availability; (ii) increase energy and capacity prices; and (iii) develop new generation units through the contribution of outstanding debts of CAMMESA owed to the generation companies.

This agreement seeks to accomplish: (i) continue the reform of the Argentine MEM; (ii) enable the incorporation of new generation to meet the increased demand for energy in the Argentine MEM (pursuant to this agreement, our combined entities, together with the SADESA Group and Duke, formed a company to develop the combined-cycle project with a capacity of approximately 800 MW at the Vuelta de Obligado thermal plant (“VOSA”); (iii) determine a mechanism to pay the generators’ sales settlements with maturity dates to be determined (“LVFVD”), which represent generators’ claims for the period from January 1, 2008 to December 31, 2011. These contributions shall be returned with the interests and converted into U.S. dollars at the date of VOSA’s completion, considering the exchange rate existing as of the date on which the agreement was signed; and (iv) determine the method for recognizing the total remuneration due to generators.

On October 24, 2012, the contract for the turnkey supply and construction of the VOSA was entered into among General Electric Internacional Inc., General Electric Internacional Inc. Argentina branch, and the Argentine Secretary of Energy.

The project also includes the expansion of the Río Coronda 500 kV transformer station which connects to the Argentine NIS, the construction of four new fuel tanks, the construction of a gas pipeline to supply natural gas from the national network, and maintenance of the plant during the single and combined-cycle operation periods for a period of ten years. On December 3, 2014, VOSA started to operate its open cycle, with a capacity of 540 MW. Total installed capacity is expected to reach approximately 800 MW in 2016.

 

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Limits and Restrictions

To preserve competition in the electricity market, participants in the electricity sector are subject to vertical and horizontal restrictions, depending on the market segment in which they operate.

Vertical Integration Restrictions

The vertical integration restrictions apply to companies that intend to participate simultaneously in different sub-sectors of the electricity market. These vertical integration restrictions were imposed by Law 24,065 (“Electricity Framework”), and apply differently to each sub-sector as described below:

Generators

 

    Neither a generation company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling entity of a transmission company; and

 

    Since a distribution company cannot own generation units, a holder of generation units cannot own distribution concessions. However, the shareholders of the electricity generator may own an entity that holds distribution units, either by themselves or through any other entity created with the purpose of owning or controlling distribution units.

Transmitters

 

    Neither a transmission company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling company of a generation company;

 

    Neither a transmission company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling company of a distribution company; and

 

    Transmission companies cannot buy or sell electric energy.

Distributors

 

    Neither a distribution company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling company of a transmission company; and

 

    A distribution company cannot own generation units. However, the shareholders of an electricity distributor may own generation units either by themselves or through any other entity created with the purpose of owning or controlling generation units.

Horizontal Integration Restrictions

In addition to the vertical integration restrictions described above, distribution and transmission companies are subject to the following horizontal integration restrictions:

Transmitters

 

    Two or more transmission companies can merge or be part of a same economic group only if they obtain an express approval from the ENRE. Such approval is also necessary when a transmission company intends to acquire shares of another transmission company. Pursuant to the concession agreements that govern the services rendered by private companies operating transmission lines between 132 kW and 140 kW, the service is rendered by the concessionaire on an exclusive basis in certain areas indicated in the concession agreement. Pursuant to the concession agreements that govern the services rendered by the private companies operating the high-tension transmission services of at least 220 kW, such companies must render the service on an exclusive basis and are entitled to render the service throughout the entire country, without territorial limitations.

 

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Distributors

 

    Two or more distribution companies can merge or be part of a same economic group only if they obtain an express approval from the ENRE. Such approval is necessary when a distribution company intends to acquire shares of another transmission or distribution company; and

 

    Pursuant to the concession agreements that govern the services rendered by private companies operating distribution networks, the service is rendered by the concessionaire on an exclusive basis in certain areas indicated in the concession agreement.

Regulation of Generation Companies

Concessions

Hydroelectric generators with a normal generation capacity exceeding 500 kW must obtain a concession to use public water sources. Concessions may be granted for a fixed or an indefinite term.

Such concession holders have the right to: (i) take control of the private properties within the concession area (subject to general laws and local regulations) that are necessary to create reservoirs as well as underground or above ground supply-line and release channels, (ii) flood lands that are necessary to raise water levels, and (iii) request the authorities to make use of the powers conferred in article 10 of Law 15,336 in cases where it is absolutely necessary to appropriate the property of a third-party that was not part of the concession and the concession holder has failed to reach an agreement with such third-party.

Dispatch and Pricing

CAMMESA controls the coordination of dispatch operations and the administration of the Argentine MEM’s economic transactions. All generators that are Argentine MEM agents must be connected to the Argentine NIS and are obliged to comply with the dispatch order to generate and deliver energy to the Argentine NIS. The emergency regulations enacted after the Argentine crisis in 2001 had a significant impact on energy prices. Among the measures implemented pursuant to the emergency regulations were the specification of prices in the Argentine MEM and the requirement that all spot prices be calculated based on the price of natural gas, even in circumstances where alternative fuels such as diesel are purchased to meet demand due to the lack of supply of natural gas.

The introduction of Resolution No. 95/2013 suppressed the market for energy transactions among generators, large customers and traders. This resolution defines a regulated remuneration scheme for each type of technology used in power generation (see — Argentina — Industry Overview” and “— Regulatory Developments: the Industry After the Public Emergency Law”).

Seasonal Prices

The emergency regulations also made significant changes to the seasonal prices charged to distributors in the Argentine MEM, including the implementation of a cap (which varies depending on the category of customer) on the cost of electricity charged by CAMMESA to distributors at a price significantly below the spot price charged by generators. These prices have not changed since November 2008.

Pursuant to Resolution No. 1,301/2011, which announced the elimination of subsidies, the Argentine MEM’s seasonal reference prices for non-subsidized electricity were published in November 2011. This resolution also provided for the (i) discontinuation of the practice of charging subsidized prices for non-residential customers based on their payment capacity and economic activity; (ii) creation of a Register of Exceptions including a list of customers exempt from the subsidy elimination, provided that they can certify their inability to bear the seasonal reference prices for non-subsidized electricity; and (iii) the identification of the National State Subsidy, requiring CAMMESA to explicitly identify the subsidies that it provides to each level of demand. Under the resolution, distributors are also required to notify residential customers that will be affected by the elimination of subsidies.

 

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As a result of Decree No. 134/2015, which declared a state of emergency for the Argentine Electricity sector, the Ministry of Energy and Mining enacted Resolution No. 6/2016 on January 27, 2016, that changed the seasonal price between February 2016 and April 2017 for the MEM. The seasonal price was calculated based on the operational programming, dispatch and price calculations. This resolution allowed prices to reflect the actual energy cost, reducing the subsidies and creating differentiated prices for the residential customers based on their efficient energy usage. This is the first step towards the reconstitution of market conditions.

Stabilization Fund

The stabilization fund, managed by CAMMESA, was created to absorb the difference between purchases by distributors at seasonal prices and payments to generators for energy sales at the spot price. When the spot price is lower than the seasonal price, the stabilization fund increases and when the spot price is higher than the seasonal price, the stabilization fund decreases. The outstanding balance of this fund at any given time reflects the accumulation of differences between the seasonal price and the hourly energy price in the spot market. The stabilization fund is required to maintain a minimum balance to cover payments to generators if prices in the spot market during the quarter exceed the seasonal price.

The stabilization fund has been adversely affected as a result of the modifications to the spot price and the seasonal price made by the emergency regulations, pursuant to which seasonal prices were set below spot prices resulting in large deficits in the stabilization fund. These deficits have been financed by the Argentine government through loans to CAMMESA and with FONINVEMEM funds, but these continue to be insufficient to cover the differences between the spot price and the seasonal price.

Sales to Distribution Companies and Regulated Customers

In order to stabilize the prices for distribution, the market uses the seasonal price as the energy price to be paid by distributors for their purchases of electricity traded in the spot market. This is a fixed price determined every six months by the Argentine Secretary of Energy based on CAMMESA’s recommended seasonal price level for the next period according to its estimated spot price. CAMMESA estimates this price by evaluating its expected supply, demand and available capacity, as well as other factors. The seasonal price is maintained for at least 90 days. Since 2002, the Argentine Secretary of Energy has been approving seasonal prices lower than those recommended by CAMMESA.

At the end of 2011, the Argentine government issued various resolutions in order to begin a process to reduce subsidies to gas, electricity and water tariffs. These resolutions provide for, among other things (i) the approval of the seasonal programming of regulated tariffs for the period from November 2011 to April 2012; (ii) establishment of a new non-subsidized seasonal price, which increased from Ar$ 243 per MWh to Ar$ 320 per MWh; (iii) listing of economic activities that are subject to the reduction in subsidies; (iv) creation of a register recording the exceptions to the reduction in subsidies; (v) establishment of the effective date for the new tariffs as of January 1, 2012; and (vi) provisions for voluntarily renouncing gas, electricity and water subsidies through an online system.

Specific Regulatory Charges for Electricity Companies

The authority to impose regulatory charges in Argentina is administratively divided among the federal, provincial and the municipal governments. Therefore, the tax charge varies according to where the customer lives.

Incentives and Penalties

The Energy Plus Service Program, part of the Energy Plus Program, is provided by generators that have (i) installed new generation capacity or (ii) connected previously unconnected existing generation capacity to the Argentine NIS. All Large Customers that had a higher demand than their Base Demand as of November 1, 2006, were required to enter into a contract with the Energy Plus Service Program to cover their excess demand. Large

 

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Customers that did not enter into such contracts are required to pay additional amounts for any consumption that exceeds the Base Demand. The prices under the contracts with Energy Plus Service Program must be approved by the relevant authorities. Unregulated customers that were unable to secure an Energy Plus Service contract are able to request CAMMESA to conduct an auction in order to satisfy their demand.

Regulation in Transmission

The transmission sector is regulated based on the principles established in the Electricity Framework and the terms of the concession granted to Transener S.A. (the main operator of transmission lines in Argentina and a company not related to us) under Decree No. 2,743/92. Due to technological reasons, the transmission sector is heavily affected by economies of scale that limit competition. As a result, the transmission sector operates under monopoly conditions and is subject to considerable regulation.

Natural Gas Market

Since the emergency economic measures of 2002, the lack of investment in natural gas production forced the system to burn increasing amounts of liquid fuels.

The Argentine government has adopted different measures to improve the natural gas supply. Since 2004, local gas producers and the Argentine government have entered into various agreements to guarantee gas supply. The last agreement was signed in July 2009 and resulted in a 30% increase in the natural gas price for power generators until December 2009. In addition, Argentina and Bolivia entered into a 20-year agreement in 2006 that guarantees Argentina’s right to receive up to 28 million cubic meters of natural gas on a daily basis.

The Electronic Gas Market (“MEG” in its Spanish acronym) was also recently created to increase the transparency of physical and commercial operations in the spot market.

Electricity Exports and Imports

In order to give priority to the internal market supply, the Argentine Secretary of Energy adopted additional measures that restricted electricity and gas exports. SE Resolution No. 949/2004 established measures that allowed agents to export and import electricity under very restricted conditions. These measures prevented generators from satisfying their export commitments.

The Argentine Secretary of Energy published Disposition 27/2004, together with related resolutions and decrees, which created a plan to ration natural gas exports and the use of transport capacity. These measures restricted gas delivery to Chile and Brazil. These restrictions are expected to continue as Enargas Resolution No. 1,410 issued in October 2010, reinforced such restrictions on gas distribution to certain customers. Specifically, the resolution mandated that the distribution of gas be made in the following order, from highest to lowest priority: (i) residential and commercial customers; (ii) the compressed natural gas market; (iii) large customers; (iv) thermal generator units; and (v) exports.

Environmental Regulation

Electricity facilities are subject to federal and local environmental laws and regulations, including Law 24,051, the “Hazardous Waste Law” and its ancillary regulations.

Certain reporting and monitoring obligations and emission standards are imposed on the electricity sector. Failure to satisfy these requirements entitles the Argentine government to impose penalties such as suspension of operations which, in case of public services, could result in the cancellation of concessions.

 

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Law 26,190, enacted in 2007, defined the use of nonconventional renewable energy as a national interest and set the target at 8% market share for generation from renewable sources within a term of ten years. During 2009, the government took actions to reach this objective by publishing Resolution No. 712/2009 and launching an international auction to promote the installation of up to 1,000 MW of renewable energy capacity. This resolution created a mechanism to sell renewable energy through fifteen-year contracts with CAMMESA under special price conditions through ENARSA, a state owned company engaged in upstream and downstream activities associated with hydrocarbons and electricity. In June 2010, the GENREN program awarded a total of 895 MW, distributed in the following manner: 754 MW of wind power, 110 MW of bio-fuels, 11 MW of mini-hydroelectric and 20 MW of solar units. The prices awarded vary from US$ 150 per MWh (for mini-hydroelectric units) to US$ 598 per MWh (for solar units). In 2011, the Argentine Secretary of Energy issued Resolution No. 108/11 which allowed CAMMESA to sign contracts directly with generators of renewable energy on conditions similar to Resolution No. 712/2009.

In October 2015, Law 27,191 “National Development Scheme for the Use of Renewable Energy Sources for the production of Electric Power”, was enacted and defined renewable energy sources as: wind energy, solar thermal, solar photovoltaic, geothermal, tidal, wave, ocean currents, hydroelectric, biomass, landfill gas, gas treatment plants, biogas and biofuels, except for the uses established in Law 26,093. The new capacity limit for hydroelectric plants that qualify under Law 27,191 was changed from 30 to 50 MW. The law establishes that large customers should meet their demand with contracts sourced renewable technologies according to the following values: 8% in 2017, 12% in 2019, 16% in 2021, 18% in 2023 and 20% in 2025. A maximum price of US$ 113.00 per MWh is set for renewable energy contracts in the MEM. The law does not set a specific commitment to distributors. It also establishes a penalty for those who do not comply with the rates contained in Art. 8 to pay a price equal to the variable cost of production of electricity generated with imported diesel fuel for the deficit of contracted renewable energy. Finally, Law 27,191 also establishes incentives for investments: anticipation of the added value tax refund, the application of accelerated depreciation, the creation of a common fund for project financing and import duty exemption.

Brazil

Industry Overview

Industry Structure

Brazil’s electricity industry is organized into one large interconnected electricity system, the “Brazilian NIS,” which comprises most of the regions of Brazil, and several other small isolated systems.

The following chart shows the relationships among the various participants in the Brazilian NIS:

 

LOGO

Generation, transmission, distribution and trading are legally separated activities in Brazil.

 

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The generation sector is organized on a competitive basis, with independent generators selling their output through private contracts with distributors, traders or unregulated customers. Differences are sold on the short-term market or spot market at the Settlement Price for the Differences (“PLD” in its Portuguese acronym). There is also a special mechanism between hydroelectric generators that seek to re-allocate hydrological risk by offsetting differences between hydroelectric generators’ assured energy and that which is actually produced, called the Electricity Reallocation Mechanism (“MRE” in its Portuguese acronym).

The Brazilian constitution was amended in 1995 to authorize foreign investment in power generation. Before then, all generation concessions were held directly or indirectly by Brazilians or by the Brazilian state.

The transmission sector operates under monopoly conditions. Revenues from the transmission companies are fixed by the Brazilian government. This applies to all electricity companies with transmission operations in Brazil. The transmission revenue fee is fixed and, therefore, transmission revenues do not depend on the amount of electricity transmitted.

Distribution is a public service that operates under monopoly conditions and is comprised of companies who have been granted concessions. Distributors in the Brazilian NIS are not allowed to: (i) perform activities related to the generation or transmission of electricity; (ii) sell electricity to unregulated customers, except for those in their concession area and under the same conditions and tariffs with respect to captive customers in the Regulated Market; (iii) hold, directly or indirectly, any equity interest in any other company, corporation or partnership; or (iv) develop activities that are unrelated to their respective concessions, except for those permitted by law or in the relevant concession agreement. Similarly, generators are not allowed to hold equity interests in excess of 10.0% in distributors.

The selling of electricity is governed by Law 10,848/2004 and Decrees No. 5,163/2004 and No. 5,177/2004 of the Electricity Trading Chamber or Clearing House (“CCEE” in its Portuguese acronym), and ANEEL Resolution No. 109/2004, which introduced the Electricity Trading Convention. This convention defines the terms, rules and procedures of the trading in the CCEE. Two possible situations were introduced by these regulations for the execution of energy sales agreements: (i) the regulated contracting environment, in which energy generation and distribution agents participate, and (ii) the free market contracting environment, in which energy generation, trading, importing and exporting agents, and unregulated customers, participate.

Commercial relations between the agents participating in the CCEE are governed mainly by energy sales agreements. All the agreements between the agents in the Brazilian NIS should be registered with the CCEE. The register includes the amounts of energy and the terms. The energy prices agreed are not registered with the CCEE, but instead are specified by the parties involved in the agreements.

The CCEE records the differences between energy produced or consumed and the contracted amount. The positive or negative differences are settled in the short-term market and priced at the PLD and are determined weekly for each level of required energy or load and for each sub-market, based on the system’s marginal operating cost, within a minimum and maximum price range.

The unregulated market includes the sale of electricity between generation concessionaires, independent producers, self-producers, sellers of electricity, importers of electricity, unregulated, and special customers. It also includes contracts in place between generators and distributors until their expiration, at which point new contracts may be entered into under the terms of the new regulatory framework. According to the specifications set forth in Law 9,427/96, unregulated customers in Brazil are those who currently: (i) have a demand of at least 3,000 kW, generated from conventional sources and purchase their energy directly from generators or traders, but not from distributors or (ii) have a demand in the range of 500 to 3,000 kW, which is generated from NCRE and purchase their energy directly from generators, traders or distributors.

The Brazilian NIS is coordinated by the Brazilian Electricity System Operator (“ONS” in its Portuguese acronym) and is divided into four electric sub-systems: South-East/Center-West, South, North-East, and North.

 

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In addition to the Brazilian NIS, there are also the isolated systems that are not part of the Brazilian NIS. These isolated systems are generally located in the Northern and North-Eastern regions of Brazil and rely solely on electricity generated from coal-fired and oil-fueled thermal plants. According to the month electricity report of January 2015, (“EPE” in its Portuguese acronym), 99.2% of the energy required by Brazil is supplied by the Brazilian NIS and the remaining 0.8% is supplied by isolated systems.

Principal Regulatory Authorities

The Brazilian Ministry of Mines and Energy (“Brazilian MME”) regulates the electricity industry and its primary role is to establish the policies, guidelines and regulations for the sector.

The Brazilian National Energy Policy Council is in charge of developing the national electricity policy. Its principal responsibilities include advising the President in the formulation of energy policies and guidelines, promoting the stability and secure supply of the country’s energy resources, ensuring the energy supply to the most remote parts of the country, establishing directives for specific programs (such as the use of natural gas, alcohol, biomass, coal and thermonuclear energy) and establishing directives for the import and export of energy.

The Energy Research Company is an entity under the Brazilian MME. Its purpose is to conduct research and studies to support energy sector planning.

ANEEL, the Brazilian National Electric Energy Agency, is the entity that implements the regulatory policies. Its main responsibilities include, among others: (i) supervision of the concessions for electricity sale, generation, transmission and distribution; (ii) enactment of regulations for the electricity sector; (iii) implementation and regulation of the exploitation of electricity resources, including the use of hydroelectricity; (iv) promotion of a bidding process for new concessions; (v) resolution of administrative disputes between electricity sector agents; and (vi) setting the criteria and methodology for determining distribution and transmission tariffs, as well as the approval of all the electricity tariffs, ensuring that customers pay a fair price for energy supplied and, at the same time, preserving the economic-financial balance of the distribution companies, so that they can provide the service to agreed quality and continuity.

The Energy Sector Monitoring Committee (“CMSE” in its Portuguese acronym) is an entity created under the scope of the Brazilian MME and is under the Brazilian MME’s direct coordination. CMSE was established to evaluate the continuity and security of the energy supply across the country. CMSE has the mandate to: (i) follow the development of the energy generation, transmission, distribution, trading, import and export activities; (ii) assess the supply and customer service as well as the security of the system; (iii) identify difficulties and obstacles that affect the supply security and regularity; and (iv) recommend proposals for preventive actions that can help preserve the supply security and service.

CCEE is a non-profit company subject to authorization, inspection and regulation by ANEEL and its main purpose is to carry out the wholesale transactions and trading of electric power within the Brazilian NIS by registering the agreements resulting from market adjustments and whose agents are gathered into four categories: generation, distribution, trading and customers.

The ONS is comprised of generation, transmission and distribution companies, and independent customers, and is responsible for the coordination and control of the generation and transmission operations of the Brazilian NIS, subject to the ANEEL’s regulation and supervision.

The Brazilian Institute of Environment and Renewable Natural Resources (“IBAMA” in its Portuguese acronym) is an executive body of the National Environmental Policy, which acts as a federal independent organization. It is part of the Ministry of Environment, responsible for the implementation of the National Environmental Policy and the preservation and conservation of natural heritage, exercising control and supervision over the use of natural resources. IBAMA is also responsible for the environmental impact studies

 

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and the granting of environmental licenses for projects nationwide. The environmental license is a procedure by which the competent environmental agency at the federal, state or municipal levels, allows the location installation, expansion, and operation of businesses and activities that require natural resources. It also can consider the effective or potential pollution, in whatever form, and any cause of environmental degradation. This license seeks to ensure that preventive and control measures taken in the draft are compatible with sustainable development.

The Electricity Law

General

In 1993, the Brazilian electricity sector was reformed through Law 8,631/1993, which abolished the equalization of electricity tariffs system.

The Concessions Law 8,987 and the Electricity Sector Law 9,074, both enacted in 1995, intended to promote competition and attract private capital into the electricity sector. Since then, several assets owned by the Brazilian government and/or state governments have been privatized.

The Electricity Sector Law also introduced the concept of independent power producers, (“IPPs”), in order to open the electricity sector to private investments. IPPs are single agents, or agents acting in a consortium, who receive a concession, permit or authorization from the Brazilian government to produce electricity for sale.

Law 9,648/1998 created the wholesale energy market, composed by the generation and distribution companies. Under this new law, the purchase and sale of electricity are freely negotiated.

The spot price is used to value the purchase and sale of electric power in the short term market. According to the law, the CCEE is responsible for setting electricity prices in the spot market. These prices are calculated on a marginal cost basis, modeling future operation conditions and setting a merit order curve with variable costs for thermal units and opportunity cost for hydroelectric plants, resulting in one price for each subsystem set for the week subsequent to the determination.

Pursuant to Law 10,433/2002, the wholesale energy market structure is closely regulated and monitored by ANEEL. ANEEL is also responsible for setting wholesale energy market governance rules, including measures to stimulate permanent external investment.

During 2003 and 2004, the Brazilian government established the basis for a new model for the Brazilian electricity sector through Laws 10,847 and 10,848 of March 15, 2004, and Decree No. 5,163 of July 30, 2004. The principal objectives of these laws and decrees were to (i) guarantee the security of the electricity supply, promote the reasonability of tariffs, and (iii) improve social integration in the Brazilian electricity sector through programs designed to provide universal access to electricity.

The new model contemplates a series of measures to be followed by the agents, such as the obligation to contract all the demand of the distributors and unregulated customers. It also defines a new methodology for calculating the physical energy guarantee for sale of generation, contracting hydroelectric and thermal generating plants in proportions that ensure the best balance between guarantee and supply cost, plus the constant monitoring of the continuity and security of supply, seeking to detect occasional imbalances between supply and demand.

In terms of tariff reasonability, the model contemplates the purchase of electricity by distributors in a regulated environment through tenders carried out at the lowest tariff. As a result, the cost of acquiring electricity to be passed on to captive customers can be reduced. The new model includes electricity benefits for customers who are not yet included in this program, guaranteeing a subsidy for low income customers.

 

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Limits and Restrictions

Regulatory Resolution No. 299/2008 repeals certain sections of ANEEL Resolution No. 278/2000, which established the limits and conditions for the participation of electricity distributors and traders. Specifically, the section of Resolution No. 278/2000 on limits to generation was repealed. Subsequently, Resolution No. 378/2009 establishes new procedures for analyzing mergers and violations of economic regulations in the electricity industry.

Regulation of Generation Companies

Concessions

The Concessions Law provides that, upon receiving a concession, IPPs and customers will have access to the distribution and transmission systems owned by other concessionaires, provided that they are reimbursed for their costs as determined by ANEEL.

Companies or consortia that intend to build or operate hydroelectric generation facilities with a capacity exceeding 30 MW or transmission networks in Brazil have to resort to a public tender process. Concessions granted to the holder give the right to generate, transmit or distribute electricity, as the case may be, in a given concession area for a certain period of time.

Concessions are limited up to 35 years for new generation concessions and up to 30 years for new transmission or distribution concessions. Existing concessions may be renewed at the Brazilian government’s discretion for a period equal to their initial term.

In September 2012, ANEEL’s Provisional Resolution No. 579/2012 established the criteria for the renewal of generation, transmission and distribution concessions that expire between 2015 and 2017. It foresees the reduction of energy tariffs and indemnities for non-depreciated investments in hydroelectric plants and transmission installations. In addition, Provisional Resolution No. 577/2012 defines procedures for the temporary provision of the electricity energy service in the case of cancellation of concessions due to management problems. It also reinforces the powers of ANEEL to intervene in the case of economic-financial imbalance in order to avoid affecting the service provided.

On January 23, 2013, the Brazilian Congress approved Law 12,783, which renewed electricity concessions according to Provisional Resolution No. 579/2013. This law requires companies to reduce the average electricity tariff by 20.2% from February 2013, and to extend generation, transmission and distribution concessions for a maximum of 30 years, for both hydroelectric and thermal plants, which expire between 2015 and 2017.

Dispatch and PLD Pricing

The PLD is used to value the purchase and the sale of electricity in the short term settlement market. The price-setting process of the electricity traded in the short-term market is based on the data used by the ONS to optimize the operation of the Brazilian NIS.

The mathematical models used to compute the PLD take into account the preponderance of hydroelectric plants within the Brazilian electricity generation grid. The purpose is to find an optimal equilibrium between the current benefit obtained from the use of the water and the future benefit resulting from its storage, measured in terms of the savings from the use of fuels for thermal plants.

The PLD is an amount computed on a weekly basis for each load level based on the Marginal Operational Cost, which in turn is limited by a maximum and minimum price in effect for each period and submarket. The intervals set for the duration of each level are determined by the ONS for each month and reported to the CCEE to be included into the accounting and settlement system.

 

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The model used to compute the PLD seeks to achieve an optimal result for any given period and to define both the hydroelectric and thermal power generation for each submarket first considering the demand for electricity, then the hydrological conditions, the prices of fuel, the cost of the deficit, the entry of new projects into operation and the availability of equipment used for generation and transmission. As result of this process, the Marginal Operational Costs can be obtained for each load level and submarket.

The calculation of the price is based on the “ex-ante” dispatch that is determined based on estimated information existing prior to the actual operation of the system, taking into account the declared availability amounts regarding both the generation and the consumption envisaged for each submarket. The complete process for calculating the PLD involves the use of computational models to calculate the Marginal Operational Cost for each submarket on a monthly and weekly basis.

On November 25, 2014, ANEEL approved new limits for the PLD starting in 2015. The maximum limit decreased from R$ 823 per MWh to R$ 388 per MWh and the minimum increased from R$ 16 per MWh to R$ 30 per MWh. The main purpose of the new limits was to reduce the financial impact of the distributor’s exposure risks to the spot market for future contracted energy, principally as a reaction to the high spot prices in 2014. Also, the new maximum price mitigates risks faced by generators, such as unrecoverable economic and financial exposure when production is under contracted values. However, the possibility of selling surplus energy decreases with higher prices. Currently, generators can plan their surplus energy in order to boost their income by producing more energy in the months where higher prices are expected.

Annually, ANEEL defines new limits for the PLD. In December 2015, the range of the PLD for 2016 was set between R$ 30.25 per MWh to R$ 422.56 per MWh.

Electricity Reallocation Mechanism

The MRE provides financial protection against hydrological risks for hydroelectric generators by ensuring the optimal use of the hydroelectric resources of the interconnected power system.

The mechanism guarantees that notwithstanding the centralized dispatch, all hydroelectric generators that participate in the MRE will have a participation in the overall hydroelectric generation dispatched in proportion to their assured energy, or maximum firm energy, which is the electricity that a hydroelectric generation plant is able to deliver on a continual basis during a year, with poor hydrological conditions for the long term. The final value of the energy allocated to a hydroelectric generator can be greater or less than its assured energy depending on whether the hydroelectric generation is greater or less than the overall hydroelectric assured energy, respectively. This mechanism permits each hydroelectric generator, before buying energy in the spot market to fulfill its contracts, to purchase cheaper energy at a price that covers the incremental costs of operation, the maintenance of hydroelectric plants and the financial compensation for use of water. The tariff used for trading energy in the MRE, the Optimum Energy Tariff, was set as R$ 12.32 per MWh for 2016. As the overall hydroelectric generation is more stable than the individual hydroelectric production, the MRE is a very efficient mechanism to reduce the volatility of the individual production and the hydrological risk. Therefore, the energy contracts are only financial instruments in the Brazilian system and generation is totally disassociated from the energy contracts.

In November 2015, as a way of mitigating the impacts of drought, ANEEL approved the conditions for renegotiating hydrological risk with the hydroelectric generators that participate in the MRE, but approval by the Brazilian Senate is still pending.

Sales between the Agents of the Market

The current model for the electric sector states that the trading of electric power is accomplished in two market environments: the Regulated Contracting Environment (“ACR” in its Portuguese acronym) and the Free-Market Contracting Environment (“ACL” in its Portuguese acronym).

 

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Contracting in the ACR is formalized by means of regulated, bilateral agreements, called Electric Power Trading Agreements within the Regulated Environment entered into between selling agents (sellers, generators, independent producers or self-producers) and purchasing agents (distributors) who participate in electric power purchase and sale auctions.

In the ACL environment, on the other hand, the negotiation among the generating agents, trading agents, free-market customers, importers and exporters of electric power is accomplished freely, whereby the agreements for the purchase and sale of electric power are entered into through bilateral agreements.

Generation agents, regardless of whether they are public generation concessionaires, IPPs, self-producers or trading agents, are allowed to sell electric power within the two environments. This allows the overall market to remain competitive. All agreements that have been entered into in the ACR or the ACL are registered in the CCEE and they serve as a basis for the accounting posting and the settlement of the differences in the short term market.

Sales by Generation Companies to Unregulated Customers

In the unregulated contracting environment, the conditions for purchasing energy are negotiable between suppliers and their customers. As for the regulated environment, where distribution companies operate, the purchase of energy must be conducted pursuant to a bidding process coordinated by ANEEL. In 2012, Brazilian MME’s Decree No. 455 mandated the creation of a price index and a requirement to register energy contracts ex-ante. The new price index was published in June 2014 and was tested internally over a six-month period before being officially published in the market in December 2014.

Sales by Distribution Companies and Regulated Customers

Pursuant to market regulations, all of distributors’ energy demand must be satisfied through regulated auctions coordinated by ANEEL. There are independent tender processes for the: (i) contracting of existing capacity in order to adjust the conditions of the current contracts or to enter into new power purchase agreements to replace expired agreements and (ii) contracting of new capacity to meet future demand.

Tenders for existing capacity are as follows: (i) A-0 tenders, energy adjustment tenders, for supplementing the energy needed to supply distribution customers in the concession market, with a limit of 1% of the energy needed; and (ii) A-1 tenders, for the acquisition of energy from all existing generation sources with purchase energy agreements of up to five years.

Future energy needs are covered through: (i) A-3 tenders, for the acquisition of energy from new generation sources (usually thermal and NCRE), and include reserve tenders that are also carried out to improve the stability of the system; and (ii) A-5 tenders, for energy purchases from any new generation source to be supplied five years following the tender. Both types of tenders involve purchase agreements ranging between 20 to 30 years.

Two tenders were planned for 2012. An A-3 tender for December 12, 2012, was cancelled due to low demand from distributors. An A-5 tender for new energy was held on December 14, 2012. Of the 574.3 MW of total installed capacity available for tender, 303.5 MW were allocated. The average price was fixed at R$ 91.25 per MWh. Of the total energy allocated, 294.2 MW were allocated to two hydroelectric plants (at an average price of R$ 93.46 per MWh) and 281.9 MW were allocated to ten wind farms (at an average price of R$ 87.94 per MWh).

In 2013, six tenders took place: (i) an energy adjustments tender, in which no energy was allocated and the maximum price was fixed at R$ 163 per MWh; (ii) an A-0 tender in which no energy was allocated and the maximum price was fixed at R$ 177.22 per MWh; (iii) an A-1 tender in which only 39% of the distributors requirements were allocated at average price of R$ 177.22 per MWh; (iv) an A-3 tender with 332.5 MWh

 

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allocated to 39 wind farms at an average price of R$ 124.43 per MWh; (v) an A-5 tender in which 690.8 MWh were allocated (46% hydroelectric plants and 54% biomass thermal plants) at an average price of R$ 124.97 per MWh; and (vi) an A-5 tender in which 1,599.5 MWh (33% hydroelectric plants, 5% biomass thermal plants and 62% wind farms) were allocated at an average price of R$ 109.93 per MWh.

In 2014, an A-0 tender was held on April 30, which resulted in 2,046 MW at an average price of R$ 268 per MWh. An A-3 tender was held on June 6, 2014, and of the 2,744.6 MW energy bid, 418 MW were assigned to the Santo Antonio hydroelectric plant at an average price of R$ 121per MWh and 551 MW were allocated to 21 wind farms at an average price of R$ 130 per MWh.

Sales of Capacity to Other Generation Companies

Generators can sell their energy to other generators through direct negotiation at freely-agreed prices and conditions.

Incentives and Penalties

Another change imposed on the electricity sector is the separation of the bidding process for “formerly existing power” and “new power” projects. The Brazilian government believes that a “new power project” needs more favorable contractual conditions such as long term power purchase agreements (15 years for thermal and 30 years for hydroelectric) and certain price levels for each technology in order to promote investment for the required expansion. On the other hand, “formerly existing power plants,” which include depreciated power plants, can sell their energy at lower prices under contracts with shorter terms.

Law 10,438/2002 created certain incentive programs for the use of alternative sources in the generation of electricity, known under the name of Proinfa. It assures the purchase of the electricity generated by Eletrobras for a period of 20 years and financial support from the Brazilian National Development Bank (“BNDES” in its Portuguese acronym), a state-owned development bank. Other programs include a discount of up to 50% on the distribution or transmission tariffs and a special exception for the customers with electricity demand in the range of 500 to 3,000 kW who decide to migrate to an unregulated environment, provided that such customers purchase electricity from generating companies using non-conventional sources of electricity.

Selling agents are responsible for paying the buying agent if they are unable to comply with their delivery obligations. ANEEL regulations set forth the fines applicable to electricity agents based on the nature and the materiality of the violation (including warnings, fines, temporary suspension of the right to participate in bids for new concessions, licenses or authorizations and forfeiture). For each violation, fines may be imposed for up to 2% of the concessionaire’s revenues arising from the sale of electricity and services provided (net of taxes) in the 12-month period immediately preceding any assessment notice. ANEEL may also impose restrictions on the terms and conditions of agreements between related parties and, under extreme circumstances, terminate such agreements.

Decree No. 5 163/2004 establishes that the selling agents must assure 100% physical coverage for their energy and power contracts. This coverage must be made up of physical guarantees from its own power plants or through the purchase of energy or power contracts from third parties.

Among other aspects, ANEEL’s Normative Resolution No. 109/2004 specifies that when these limits are not met, the generation companies and traders are subject to financial penalties. The determination of penalties is predicated on a 12-month period and the revenues obtained from the levying of the penalties are reverted to tariff modality within the ACR.

If the limits on contracting and physical coverage defined in the Trading Rules are not met, the relevant generation companies and traders are notified by the Superintendent of CCEE. Pursuant to the specific Trading Procedure, CCEE’s agents are allowed to file an appeal to be evaluated by CCEE’s Board of Directors who then decides whether to collect or to cancel the financial penalty.

 

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Generation agents may sell power through contracts signed within the ACR or the ACL. IPPs must provide a physical coverage from their own power generation for 100% of their sales contracts. Self-producers generate energy for their own exclusive use and they may sell excess power through contracts with ANEEL’s authorization. In both cases, the verification of physical coverage is accomplished on a monthly basis, predicated on generation data and on sales contracts for the last 12 months. Generation agents must pay penalties if they fail to provide physical coverage.

Regulation in Transmission

Transmission lines in Brazil are usually very extensive, since most hydroelectric plants are usually located far away from the large centers of energy consumption. Today, the country’s system is almost entirely interconnected. Only the states of Amazonas, Roraima, Acre, Amapá, Rondônia and a part of Pará still do not have access to the interconnected power system. In these states, supply is carried out by small thermal plants or hydroelectric plants located close to their respective capital cities, but the Brazilian government is gradually connecting these areas.

The interconnected electricity system provides for the exchange of electricity among the different regions when any region faces problems, such as a reduction in hydroelectric generation due to a drop in its reservoir levels. As the rain 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 energy production to be supplied by generation centers located in a more favorable location.

Any electricity market agent that produces or consumes energy is entitled to use the basic network. Free-market customers also have this right, provided that they comply with certain technical and legal requirements. This is called “free access” and is guaranteed by law and by ANEEL.

The operation and management of the basic network is the responsibility of ONS, which is also responsible for managing energy dispatched from plants in optimized conditions, involving use of the interconnected power system hydroelectric reservoirs and thermal plants’ fuel.

Similar to distribution companies, transmission companies also have three tariff reviews: (i) an ordinary tariff review every four years; (ii) annual tariff adjustments due to inflation and the annual allowed revenue (a fixed amount paid by consumers and generators); and (iii) extraordinary tariff review.

Environmental Regulation

The Brazilian constitution gives the federal, state and local governments power to enact laws designed to protect the environment, and to issue regulations under such laws. While the Brazilian government is empowered to enact environmental regulations, the state governments are usually more stringent. Most of the environmental regulations in Brazil are at the state and local level rather than at the federal level.

Hydroelectric facilities are required to obtain concessions for water rights and environmental approvals. Thermal electricity generation, transmission and distribution companies are required to obtain environmental approvals from environmental regulatory authorities.

Colombia Industry Overview

Industry Structure

The Wholesale Electricity Market in Colombia (“Colombian MEM” in its Spanish acronym) is based on a competitive market model and operates under open access principles. The Colombian government participates in this market through an institutional structure that is responsible for setting forth policies and regulations, as well as for exercising supervision and control powers in respect of market participants. The Colombian MEM relies for its effective operation on a central agency, XM, which is in charge of the market central dispatch through the National Dispatch Center (“CND” in its Spanish acronym) and the management of the commercial exchange system through the Commercial Exchange System Authority.

 

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The Colombian NIS includes generation plants, the interconnection grid, regional transmission lines, distribution lines and end customers.

There are two categories of agents, generators and traders, who are allowed to buy and sell electricity as well as related products in the Colombian MEM. All of the electricity supply offered by generation companies connected to the Colombian NIS and all of the electricity requirements of end-customers, whose demand is represented by trading companies, are traded on the Colombian MEM.

The following chart shows the relationships among the various participants in the Colombian MEM:

 

LOGO

Generation activity consists of the production of electricity through hydroelectric, thermoelectric and all other generation plants connected to the Colombian NIS. The generation sector is organized on a competitive basis, with independent generators selling their output on the spot market or through private contracts with large customers, other generators and traders. Generation companies are required to participate in the Colombian MEM with all of their generation plants or units connected to the Colombian NIS with generation capacities of at least 20 MW. Generation companies declare their energy availability and the price at which they are willing to sell it. This electricity is centrally dispatched by the CND.

Trading consists of intermediation between the market participants that provide electricity generation, transmission and distribution services and the customers of these services, whether or not that activity is carried out together with other electricity-sector activities.

Electricity transactions in the Colombian MEM are carried out under the three following modes:

 

  1. Energy spot market: short-term daily market

 

  2. Bilateral contracts: long-term market; and

 

  3. “Firm Energy.”

“Firm Energy” refers to the maximum electric energy that a generation plant is able to deliver on a continual basis during a year, in poor hydrological conditions. The generator who acquires a Firm Energy Commitment

 

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(“OEF” in its Spanish acronym) will receive a fixed remuneration during the commitment period, which is described in “— Incentives and Penalties” section below.

Transmission operates under monopoly conditions with a guaranteed annual fixed income that is determined by the new replacement value of the networks and equipment, and by the resulting value of bidding processes from the awarding of new projects for the expansion of the National Transmission System. This value is allocated among the traders of the National Transmission System in proportion to their energy demand.

Distribution is defined as the operation of local networks below 220 kV. Any customer may have access to a distribution network for which the customer pays a connection charge.

There is one interconnected system, the Colombian NIS, and several isolated regional and smaller systems that provide electricity to specific areas. According to the Colombian Mining and Energy Planning Agency, 96.8% of the Colombian population in 2014 received electricity through the public network.

Principal Regulatory Authorities

The Colombian Ministry of Mines and Energy (“MME”) is responsible for the policy-making of the electricity sector, which aims for a better use of the mining and energy resources available in Colombia, and in turn contributes to the country’s social and economic development.

The Colombian Mining and Energy Planning Agency is responsible for planning the expansion of the generation and transmission networks.

The Colombian National Council for Economic and Social Policy (“CONPES” in its Spanish acronym) is the highest national planning authority and works as an advisory entity to the government in all aspects related to Colombia’s economic and social development. It coordinates and directs the entities responsible for economic and social direction, through the study and approval of documents related to policy development.

The Colombian National Planning Department performs the functions of Executive Secretary of the CONPES and therefore is responsible for coordinating and presenting the documents for discussion at meetings.

The Energy and Gas Regulatory Commission (“CREG” in its Spanish acronym) implements the principles of the industry set out by the Colombian Electricity Act. This commission is constituted by eight experts named by the Colombian President, the MME, the Colombian Ministry of Public Credit and the director of the Colombian National Planning Department or their delegates. Such principles are: efficiency (the correct allocation and use of resources and the supply of electricity at minimum cost); quality (compliance with technical requirements); continuity (continuous electricity supply without unjustified interruptions); adaptability (the incorporation of modern technology and administrative systems to promote quality and efficiency); neutrality (impartial treatment of all electricity customers); solidarity (the provision of funds by high-income customers to subsidize the subsistence consumption of low-income customers); and fairness (an adequate and non-discriminatory supply of electricity to all regions and sectors of the country).

CREG is empowered to issue regulations that govern technical and commercial operations and to set charges for regulated activities. CREG’s main functions are to: (i) establish conditions for gradual deregulation of the electricity sector toward an open and competitive market, (ii) approve charges for transmission and distribution networks and for regulated customers(iii) establish the methodology for calculating maximum tariffs for supplying the regulated market, (iv) regulations for planning and coordination of operations of the Colombian NIS, (v) technical requirements for quality, reliability and security of supply, and (vi) protection of customers’ rights.

The National Operations Council is responsible for establishing technical standards to facilitate the efficient integration and operation of the Colombian NIS. It is a consultative entity composed of the CND’s Director and generation, transmission and distribution company representatives.

 

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The Commercialization Advisory Committee is an advisory entity which assists CREG with the commercial aspects of the Colombian MEM.

The Colombian Superintendence of Industry and Commerce advises the national government and participates in the formulation of policies to promote competition, protect consumers, and protect industrial property, among others. It also investigates, corrects and sanctions restrictive commercial competition practices, such as antitrust practices, and oversees mergers of companies operating in the same industries in order to prevent excessive concentration or monopolies in certain industries.

The Colombian Superintendence of Domestic Public Services is responsible for the oversight of all public utility services companies. The Superintendence monitors the efficiency of all utility companies and the quality of services. The Superintendence can also assume control over utility companies when the availability of utility services or the viability of such companies is at risk. Other duties include enforcing regulations, imposing penalties and generally overseeing the financial and administrative performance of public utility companies, providing accounting norms and rules for public service companies, and in general, organizing information networks and databases pertaining to public utilities.

The Colombian Ministry of Environment and Sustainable Development (“MADS” in its Spanish acronym) is responsible for the management of the environment and renewable natural resources. It is also responsible for guiding and regulating environmental planning as well as developing policies and regulations. Its goal is to recover, preserve, protect, and promote sustainable use of renewable natural resources, the environment of the nation, and to ensure sustainable development, despite the functions assigned to other sectors.

The MADS, together with the Colombian President, aims to develop national environmental and renewable natural resource policies in order to ensure the right of Colombians to a healthy environment in which natural heritage and national sovereignty are protected.

The Electricity Law

General

In 1994, the Colombian Congress passed Law 142, known as the Public Utility Services Law, and Law 143, which form the basic legal framework that currently governs the electricity sector in Colombia. The most significant reforms included the opening of the electricity industry to private sector participation, the functional segregation of the electricity sector into four distinct activities (generation, transmission, distribution and trading), the creation of an open and competitive wholesale electricity market, the regulation of transmission and distribution activities as regulated monopolies and the adoption of universal access principles applicable to transmission and distribution networks.

The Colombian Electricity Act regulates electricity generation, trading, transmission, and distribution (collectively, the “Activities”). Under the law, any company existing before 1994, domestic or foreign, may undertake any of the Activities. Companies established subsequent to such date can engage exclusively in only one of such Activities. Trading, however, can be combined with either generation or distribution.

In 2014, the Colombian government published Renewable Energy Law 1,715/2014, which promotes the development of renewable energy and energy efficiency projects. The law proposes tax reductions for projects involved with renewable energies. Also, it establishes the development of a national fund that promotes research on related topics and defines the methodology for large and small scale self generation.

Limits and Restrictions

The market share for generators and traders is limited. The limit for generators is 25% of the Colombian system’s Firm Energy. The principal market share metric used by CREG to regulate the generation market is the percentage of Firm Energy that a market participant holds.

 

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Additionally, if an electricity generation company’s share of Colombia’s total Firm Energy ranges from 25% to 30% and the market’s Herfindahl Hirschman Index, a measure of market concentration, is at least 1,800, such company becomes subject to monitoring by the Colombian Superintendence of Domestic Public Services. If an electricity generation company’s share of Colombia’s total Firm Energy exceeds 30%, such company may be required to sell its share exceeding the 25% threshold.

Similarly, a trader may not account for more than 25% of the trading activity in the Colombian NIS. Limitations for traders take into account international energy sales. Market share is calculated on a monthly basis according to the trader’s commercial demand and traders have up to six months to reduce their market share when the limit is exceeded.

Such limits are applied to economic groups, including companies that are controlled by, or under common control with, other companies. In addition, generators may not own more than a 25% interest in a distributor, and vice versa. However, this limitation only applies to individual companies and does not preclude cross-ownership by companies within the same corporate group.

A distribution company can hold over 25% of an integrated company’s equity if the market share of the latter company accounts for less than 2% of the national generation business. A company created before the enactment of Law 143 is prohibited from merging with another company created after Law 143 came into effect.

A generator, distributor, trader or an integrated company (i.e., a firm combining generation, transmission and distribution activities) cannot own more than 15% of the equity in a transmission company if the latter represents more than 2% of the national transmission business in terms of revenues.

Regulation of Generation Companies

Concessions

Under Laws 142 and 143 of 1994 economic activities related to the supply of the electricity service are governed by the constitutional principles of free market economic activity, free market private initiative, freedom to enter and leave the market, corporate freedom, free market competition and private property, with regulation and inspection, surveillance and control by the state.

According to Law 143, these constitutional principles of freedom are the general rule in the electricity industry, while the concession is the exception. Different economic, public, private or mixed agents may participate in the sector’s activities, which agents shall enjoy the freedom to develop their functions in a context of free market competition. In order to operate or start up projects, agents must obtain from the competent authorities the necessary environmental, sanitation and water-right permits as well as other municipal permits and licenses. All economic agents may build generation plants and their respective connection lines to the interconnection and transmission networks.

The Colombian government is not legally allowed to participate in the execution and exploitation of generation projects. As a general rule, such projects are to be carried out by the private sector. The Colombian government is only authorized to enter into concession agreements on its own behalf relating to generation when there are no agents prepared to assume these activities on comparable conditions.

Dispatch and Pricing

The purchase and sale of electricity can take place between generators, distributors acting in their capacity as traders, traders (who do not generate or distribute electricity) and unregulated customers. There are no restrictions for new entrants into the market as long as the participants comply with the applicable laws and regulations.

 

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The Colombian MEM facilitates the sale of surplus energy that has not been committed under contracts. In the wholesale market, an hourly spot price for all dispatched units is established based on the offer price of the highest priced energy dispatched unit for that period. The CND receives price bids each day from all the generators participating in the Colombian MEM. These bids indicate prices and the hourly available capacity for the following day. Based on this information, the CND, guided by an “optimal dispatch” principle (which assumes an infinite transmission capacity through the network), ranks the dispatch optimized during the 24-hour period, taking into consideration initial operating conditions, and determining which generators will be dispatched the following day in order to satisfy expected demand. The price for all generators is set as the most expensive generator dispatched in each hourly period under the optimal dispatch. This price-ranking system is intended to ensure that national demand, increased by the total amount of energy exported to other countries, will be satisfied at the lowest cost combination of available generating units in the country.

Additionally, the CND plans for the dispatch, which takes into consideration the limitations of the network, as well as other conditions necessary to satisfy the energy demand expected for the following day in a safe, reliable and cost-efficient manner. The cost differences between the “planned dispatch” and the “optimal dispatch” are called “restriction costs”. The net value of such restriction costs is assigned proportionally to all the traders within the Colombian NIS, according to their energy demand, and these costs are passed through to the end customers. Some generators have initiated legal proceedings against the government arguing that recognized prices do not fully cover the costs associated with these restrictions because current regulations do not take into account all the costs of safe, reliable generation. However, CREG believes that Resolution No. 036/2010 modified the remuneration of hydroelectric plants by assigning the opportunity cost to the spot price, which compensated for these costs.

During 2012 and 2013, the “Statute for situations of scarcity in the MEM as part of the operative regulations” was under evaluation. In 2014, CREG published Resolution No. 026/2014 which enacted the Statute, which defines the rules of operation under critical supply conditions.

Since October 2015, Colombia has been affected by El Niño phenomenon, which has reduced rainfall in most of the country, decreasing hydroelectric generation. In order to guarantee the system’s reliability and security, CREG published several temporary regulations regarding the surplus capacity of small plants, limiting exports, changing the regulations of electricity trade in the MEM, among others.

Also, CREG defined a new option for power plants that have OEF commitments and operate with fuels such as diesel or kerosene allowing them to receive a higher price than the scarcity price, which triggers the OEF and is defined in the reliability charge methodology. The price differences are paid by customers.

Sales by Generation Companies to Unregulated Customers

In the unregulated market, generation companies and unregulated customers sign contracts in which terms and prices are freely agreed. Typically, these agreements establish that the customer pays for the energy that it consumes each month without a minimum or maximum. The prices are fixed in Colombian pesos indexed monthly to the Colombian PPI. According to CREG Resolution No. 131 of 1998, to be considered “unregulated”, customers are required to have an average monthly power demand for six months of at least 0.1 MW, or a minimum of 55 MWh in monthly average energy demand over the prior six months.

Sales by Distribution Companies to Regulated Customers

The regulated market is served by traders and by distributors acting as traders, who bill all service costs, according to prices regulated by CREG. The scheme allows distributors to pass through the average purchase price of all the market transactions that affect the regulated market into the customer’s tariff, thereby mitigating spot price volatility and providing an efficiency signal to the market. Additionally, CREG established a formula

 

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for the total cost of service, which transfers transmission, distribution, marketing costs, and physical losses costs to the regulated market.

Sales by Generation Companies to Traders for the Regulated Market

Traders in the regulated market are required to buy energy through procedures that ensure free market competition. For evaluating the bids, the buyer takes into account price factors as well as other technical conditions and commercial objectives to be defined before the contracting process. These agreements can be signed with different terms, such as for amounts contracted, demanded with or without a limit, or actually consumed, etc. Prices are denominated in Colombian pesos indexed monthly to the Colombian CPI.

Sales to Other Generation Companies

Generators can sell their energy to other generators through freely negotiated prices and conditions.

Regulatory Charges

Generation contribution to the Financial Support Fund for Energy for Unconnected Zones: Law 633 of 2000 (tax reform) states that generators must make a contribution of one Colombian peso to the Financial Support Fund for Energy for Unconnected Zones for every kilowatt dispatched on the Wholesale Energy Exchange. This requirement was extended to 2021 by both Law 1,715/2014 in May 2014 and by Decree No. 142/2015 of January 2015.

Incentives and Penalties

Generators connected to the Colombian NIS can also receive “reliability payments” which are a result of the OEF that they provide to the system. The OEF is a commitment on the part of generation companies backed by its physical resource capable of producing firm energy during scarcity periods. A generator that acquires an OEF will receive fixed compensation during the commitment period, whether or not the fulfillment of its obligation is required. To receive reliability payments, generators have to participate in firm energy bids by declaring and certifying such firm energy. During a transition period that ended in November 2012, the firm energy supply for reliability purposes was assigned proportionally to the declared firm energy of each generator. After the transition period, only the additional firm energy required by the system is allocated by bids. The OEF assignation auctions are oriented to generation projects with construction periods under four years and projects with long construction periods (“GPPS” in its Spanish acronym). In addition, CREG can carry out OEF reconfiguration auctions oriented to adjust the differences between the assigned OEF and expected demand. When demand is higher or lower than expected, CREG can organize auctions in which it can acquire more firm energy, or on the contrary, agents with exceeding OEF sell their commitments.

During 2011, CREG published resolutions for the assignment of OEF for projects with construction periods under four years for the periods from December 2014 to November 2015 and from December 2015 to November 2016. For the first period, the OEF was assigned proportionally to the existing generators while, for the second period, it carried out an auction to supply the additional OEF on December 27, 2011. Since then it has not been necessary to carry out any auction to supply additional future firm energy requirements.

During 2013, Resolution No. 062/2013 created incentives for thermal plants to back up their OEF with imported natural gas to guarantee their OEF for ten years beginning December 2015. The new resolution proposes the foundations of the remuneration for the group of thermal plants in order to develop the first regasification terminal in Colombia.

On March 10, 2014, CREG published Resolution No. 022/2014, which defined a transitory regulated revenue in order to motivate the system participants to build an LNG terminal. During 2014, the participants

 

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were beginning to contract trading and import agents; however, due to the delay in the construction phase, CREG has allowed thermal generators to comply with their OEF using alternative fuels.

During 2014, CREG adjusted requirements for thermal plants with the ability to utilize multiple fuels in order to allow them to use natural gas instead of petroleum-based liquid fuels. Projects under construction with delayed start dates are now able to exchange the terms of their OEF, under specific conditions, with geothermal power plants in order to include renewable energy (wind since 2011 and biomass since 2013). Through Resolution No. 022/2014, CREG defined a transitory regulated revenue in order to motivate the system participants to build a LNG terminal. The new terminal will be available in December 2016.

The tender for firm energy for the period from November 2015 to December 2016 was made on December 27, 2011. Seven companies participated with a total of eight projects of which five were assigned at a price of US$ 15.7 per MWh. The new projects are Río Ambeima (hydroelectric, 45 MW), Carlos Lleras Restrepo (hydroelectric, 78 MW), San Miguel (hydroelectric, 42 MW), Gecelca 32 (thermal, 250 MW) and Tasajero 2 (thermal, 160 MW). The new assignments were made for a period of twenty years beginning on December 1, 2015.

In addition, on January 26, 2012, the auction was concluded for projects with long construction periods which assigned OEFs for a period of twenty years to three hydroelectric projects and one thermal project. Two of these were assigned to new plants: Termonorte which will have a capacity of 88 MW by 2017 and the Porvenir II hydroelectric power plant which will have a capacity of 352 MW by 2018. The other two involved increases in OEF for plants already under construction and had available firm energy following the auction process conducted in 2008 (Sogamoso and Pescadero-Ituango hydroelectric plants). The process ended with assignment prices below the maximum defined (US$ 15.70 per MWh), and were in connection with Termonorte (US$ 14.90 per MWh); Porvenir II (US$ 11.70 per MWh); Sogamoso and Pescadero-Ituango (US$ 15.70 per MWh).

CREG regulated the reconfiguration auction scheme, under the methodology of reliability charge that allowed agents to change the beginning of the OEF by renouncing the “reliability payments” and paying a premium. XM published the results of the auction sale reconfiguration of OEF and Termocol, Amoya and Gecelca were the participating companies.

During 2012, CREG also issued Document No. 48/2012 regarding OEF allocation for the period from December 2016 to November 2017. CREG indicated that (i) an auction for OEF allocation was not necessary due to the conditions of the system and (ii) the assignment schedule will be published once there is greater certainty regarding the execution dates Colombia-Panama interconnection agreement and the processes for importing natural gas. In addition, in July 2012 a reconfiguration auction for the period of December 2012 to November 2013 took place in order to minimize the difference between the assigned OEF and the expected demand for that period.

The OEF was allocated to Termocol, which owns the Poliobras project (4.5 GWh per day) and to Amoyá, which owns the Isagen project (0.5 GWh per day). Such tenders are called when previously allocated OEFs exceed the projected demand for a certain period. The tender ended with a price margin of US$ 0.60 per MWh, which is greater than the reliability load price of December 2012 to November 2013. Projects such as Ambeima and Porvenir II have lost their OEF.

In 2014, CREG published the Circular 088/2014, indicating that no auction is needed for the period from December 2016 to November 2020.

In 2015, CREG presented the methodology to calculate firm energy for wind plants. The new resolution allows projects without wind measurements for 10 years, to use proxy data in order to calculate the power-wind curve. The results of the approximation must be certified by the National Operations Council.

 

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Also in 2015, CREG published the new reliability charge methodology for small plants. According to Resolution No. 138/2015, the reliability charge clearing scheme for small plants will be centralized, as it is for large plants, and small plants must present a firm energy commitment for the reliability charge in order to have OEF assignations. CREG is allowing smalls plants to keep participating on the current remuneration mechanism if the differences between real and programmed generation are greater or lower than 5%. For the first year, the gap was defined as greater or lower 10%.

Electricity Exports and Imports

Andean Nation Community (“CAN” in its Spanish acronym) Decisions 536 of 2002, 720 of 2009, and 757 of 2011, signed by the countries that participate in the Andean Nations Community, Colombia, Ecuador, Bolivia and Peru, established the general framework for the interconnection of electrical systems that created a coordinated economic dispatch for the countries involved in the interconnections. Under this framework, the interconnection system between Colombia and Ecuador was inaugurated in March 2003. The two countries adopted a transitional regime pursuant to CAN 757, while adopting common standards in order to make such international transactions viable.

In addition to the interconnection with Ecuador, Colombia is also interconnected with Venezuela by three links, the most important being the Cuestecitas-Cuatricentenario line. During 2011 and 2012, there were energy transfers made from Colombia to Venezuela, through this line, under an agreement between the Presidents of both nations. The agreement allows for estimated transactions of 30 GWh per month, with a demand of 70 MW in periods of low and medium load and of 140 MW in periods of high load. The contract was signed on February 1, 2013 for a period of eleven months and was formalized by a contract between Isagen (Colombia) and Corpoelec (Venezuela).

There is also an energy interconnection project with Venezuela being carried out by the Institute of Planning and Promotion of Energy Solutions for Non-Interconnected Zones pursuant to an agreement between Colombia and Venezuela. Under the terms of this agreement, Colombia will sell electricity to Venezuela at a rate that is much cheaper than the costs to produce it. Venezuela will pay for the electricity with fuel rather than cash. This interconnection project is estimated to cost US$ 8 billion and includes the construction of a 35.6 kilometer transmission line with a capacity of 34,500 volts in order to supply electricity to the region of San Fernando de Atabapo, Venezuela.

In the first half of 2012, CREG and the National Public Services Authority of Panama issued resolutions that provided for enhancing the process for tendering of rights to construct the future interconnection line between Colombia and Panama.

The resolutions also supplement pre-existing resolutions by providing for provisions that allow Panamanian distribution companies to participate in future tenders in Colombia. The most important resolutions issued by Colombia are (i) CREG No. 002/2012, which attempts to resolve the discrepancies between firm capacity in Panama and the OEF in Colombia; (ii) CREG No.004/2012, which outlines the exchanges in conditions of rationing; and CREG No.057/2012, which is an operative agreement between the operators of the systems of Colombia and Panama. Panama has also issued parallel resolutions that enable Colombian companies to participate in tenders in Panama as international interconnection agents.

Emgesa, Isagen, Celsia and its subsidary EPSA participated in the tender process to obtain line capacity rights in Panama that took place on August 21, 2012. These companies were able to participate in the tender by forming subsidiaries in Panama and complying with all requirements under Panamanian law, including the provisions related to guarantees.

In June 2012, Interconexión Eléctrica Colombia-Panamá (“ICP” in its Spanish acronym), which is jointly owned by Interconexión Eléctrica de Colombia and the state-owned Empresa de Transmisión Eléctrica de

 

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Panamá, was entrusted with the construction of an interconnection project and was allowed to join the tender for capacity rights. ICP submitted the base amount that is necessary to participate in the tender and proceeded to obtain prequalifications in July and August 2012. However, the tender process was suspended indefinitely on August 19, 2012. This was primarily due to financial reasons as the Panamanian government, citing budget constraints, refused to provide a firm commitment to contribute capital.

ICP is expected to continue to seek financial support in order to ensure the viability of the project and reduce uncertainties for the participants. With the support from the Interamerican Development Bank, ICP has hired a consultant to carry out a study that will explore alternatives plans that would result in more competitive energy prices and greater business opportunities. The Colombian government is also in discussions with its Panamanian counterpart in order to restart the process.

In November 2012, the Declaration of Santiago was signed by Chile, Colombia, Ecuador, Peru and Bolivia. The main purpose of this declaration was to facilitate regional electricity transactions by harmonizing regulatory frameworks of the member countries in order to connect the electricity networks of the signatory countries in the Pacific area.

Gas Market

Natural gas is important for the Colombian electricity sector, as natural gas is a key fuel for generation. The Colombian natural gas market operates under near monopolistic conditions and consists of a primary market, secondary market and short-term market. Supply contracts depend on a balance between supply and demand for the next five years, which is calculated by the regulatory authority every year. If demand exceeds supply, auctions take place, if the opposite happens, bilateral negotiations are carried out. Transportation contracts are traded under bilateral negotiation schemes or through auctions.

This regulatory framework is the result of a former proposal that sought to reform the wholesale market for natural gas and ensure that it operates under the principles of transparency and liquidity. This new framework also outlines entities that are eligible to participate in each market, the types of permitted transactions, and the kind of contracts that may be entered into. It even seeks to create standardized force majeure provisions for such contracts in order to clarify the responsibilities of the parties. The new rules took effect in August 2013.

During 2014, CREG defined the rules for choosing the Market Manager, invited participants for the subsequent selection as natural gas Market Manager, and regulated the creation of trust instruments in their care. In 2015, the gas Market Manager was chosen and started operations. Its main responsibilities are the validation and monitoring of participant registration, the primary and secondary market supply and transport contract registration, and the implementation of long term and short term auctions. During the second half of 2014, and in accordance with the new regulatory framework, work continued on the second phase of marketing natural gas, which describes short and long term gas bilateral supply negotiations and aftermarket supply negotiations as well as transportation.

The third trading process of natural gas took place between September 2015 and November 2015 and this third trading process considered bilateral negotiations given that the supply exceed the demand.

As a result of the implementation of the indexes in Annex IV of CREG Resolution No. 089/ 2013, prices of signed, long-term gas contracts were adjusted in November 2013, yielding an increase of around 25% for gas supply contracts in Guajira. CREG requested that agents resume the discussion to achieve a consensus among all participants in the natural gas chain to introduce tariffs for supply contracts and final rate regulated market.

During 2015, CREG presented the final scheme for supply contract indexation. It considers two methodologies, bilateral negotiation and regulated formula application.

 

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Also, advancements were made in defining the methodology to be used for calculating the discount rate, based on the WACC to be applied in natural gas transmission and distribution, fuel gas and LPG transport via pipelines, transmission and distribution of electricity in the national grid, and the generation and distribution of electricity in areas that are not connected to the Colombian NIS.

Late in 2015, the MME issued regulations related to the reliability and security of natural gas supply; by modifying the definition of essential demand, the order of supply priority and to identify the essential elements for the elaboration of the “Supply Plan for Natural Gas” which is the responsibility of the Mining and Energy Planning Unit. The main objective of this plan is to prepare the sector in case of supply shortages and design the regulatory framework to improve the transport and supply infrastructure.

Regulation in Transmission

Transmission companies which operate at least 220 kV grids constitute the National Transmission System (“NTS”). They are required to provide access to third parties on equal conditions and are authorized to collect a tariff for their services. The transmission tariff includes a connection charge that covers the cost of operating the facilities, and a usage charge, which applies only to traders.

CREG guarantees an annual fixed income to transmission companies. Income is determined by the new replacement value of the network and equipment and by the resulting value of the bidding processes of awarding new projects for the expansion of the NTS. This value is allocated among the traders of the NTS in proportion to their energy demand.

The review of regulated transmission charges began in 2013 with the publication of the remuneration bases methodology proposed by CREG Resolution No. 042/2013. Such bases were complemented by the development of the Purposes and Guidelines for the Transmission Remuneration for the period 2015-2019, which was presented in CREG Resolution No. 078/ 2014, and by the draft methodology contained in CREG Resolution No. 178 /2014. This resolution was defined by the MME and seeks to ensure timely expansions and adequate assets. The new transmission remuneration methodology and the new transmission charges are expected to be issued during 2016.

The expansion of the NTS is conducted according to model expansion plans designed by the Colombian Mining and Energy Planning Agency and pursuant to bidding processes opened to existing and new transmission companies, which are handled by the MME in accordance with the guidelines set by CREG. The construction, operation and, maintenance of new projects is awarded to the company that offers the lowest present value of future cash flows needed for carrying out the project.

In 2012, CREG established the new quality of service regulation for the NTS. It defined incentives for failure to provide energy and required companies to compensate customers, by reducing their charges, for service interruptions in the NTS.

Trading Regulation

The retail market is divided into regulated and unregulated customers. Customers in the unregulated market may freely and directly enter into electricity supply contracts with a generator or a distributor, acting as traders, or with a pure trader. The unregulated customer, which for 2013 represented about 33% of the market, consists of customers with a peak demand in excess of 0.1 MW or a minimum monthly energy consumption of 55 MWh.

Trading involves reselling the electricity purchased in the wholesale market. It may be conducted by generators, distributors or independent agents, which comply with certain requirements. Parties freely agree upon trading prices for unregulated customers.

 

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Trading on behalf of regulated customers is subject to the “regulated freedom regime” under which tariffs are set by each trader using a combination of general cost formulas given by CREG and individual trading costs approved by CREG for each trader. Since CREG approves limits on costs, traders in the regulated market may set lower tariffs for economic reasons. Tariffs include, among other things, energy procurement costs, transmission charges, distribution charges and a trading margin.

The most recent trading tariff formula became effective in 2015, as set by CREG Resolution No. 180 /2014. The main changes to this formula were the establishment of a fixed monthly charge covering operating cost plus a variable income for traders covering credit risk, working capital subsidies, and other selling costs. Selling costs have been approved individually for traders during 2015 and 2016.

In May 2009, a company called Derivex was created so as to incorporate an energy derivatives market. In October 2010, Derivex began its operation with the first electricity forward derivative contract.

In December 2011, CREG issued the Retailing Code, which includes specific rules that improve retailers’ relations with other electricity market members. It established new regulations about energy measurement, non-technical losses, the retailers’ connection to the wholesale electricity market, and the retailers’ credit risks, among other considerations.

In October 2013, CREG published a new resolution that defines “technical equity” (equity corresponding to the minimum equity that allows agents to perform operations on the wholesale market, either as sellers or buyers) as a mechanism to rate the technical abilities of companies in order to protect the wholesale market from unstable companies. According to the new rule, any transaction in the spot market has to be lower than the technical equity of the companies involved in the transaction.

In order to improve wholesale price formation, CREG has been designing a new energy procurement scheme based on long term energy bids, known as Organized Market (“MOR” in its Spanish acronym). The final rules for this new system are not available, but CREG issued a draft version of the mechanism through Resolution No. 117/2013, and the deadline for consultations has passed. It is expected that the final resolution on MOR will be issued in early 2015, and the first auction will be called for by the end of the year.

Tariffs to End Customers

The energy trader is responsible for charging the electricity costs to end customers and the transfer of their payments to the industry’s agents. The tariffs applied to regulated customers are calculated according to a formula established by CREG. This formula reflects the costs of the industry (generation, transmission, distribution), depending on the customer’s connection level, trading losses, constraints, administrative costs, and market operating costs. The pricing formula is currently under review and CREG Resolution No. 135 /2014 establishes the basis of the studies to determine the unit cost formula of providing service to regulated customers. It is expected that the commission will issue the formula during 2016.

There are different factors that affect the final costs of the service. Subsidies and/or contributions are applied according to the socio-economic level of each customer, and when subsidies exceed contributions, the Colombian government compensates for the difference. Another factor that affects the final tariff is the distribution area, which establishes a single distribution tariff for the distribution companies in adjacent geographic zones.

In addition, to subsidize the value of electricity for the most financially vulnerable residential customers residing in the least developed rural areas, the MME established the Social Energy Fund (“FOES” in its Spanish acronym). Decree No. 011/2012 regulates FOES as defined in article 103 of Law 1450 of 2011 (published in 2012). FOES offsets CP$ 46 kWh of the price of electricity for the above mentioned customers.

 

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Renewable Energy and Energy Efficiency

Since 2001, energy efficiency has been promoted in Colombia, through Law 697, which has been the framework for efficiency programs including the program for rational and efficient use of energy. In December 2012, the Colombian Mining and Energy Planning Agency published Resolution No. 0563, which establishes the procedure for the exclusion of sales tax for the programs or activities related to reduced energy consumption and energy efficiency.

On May 13, 2014, the Renewable Law (Law 1,715) was enacted. This new law establishes a general legal framework and created a fund intended to promote the development of non-conventional renewable energy, energy efficiency and programs designed to reduce electricity demand. One of its principal objectives is the progressive replacement of diesel generation in non-interconnected and isolated areas, in order to reduce energy cost and greenhouse gas emissions.

During the second half of 2014, the government worked on several aspects of the regulation, and as a result, in December the MME enacted Decree No. 2,492 and 2,469 establishing guidelines for the demand response mechanism and the sale of surplus energy by self-generators.

In 2015, MME enacted Decree No. 2,143 which defines the process agents must undertake in order to receive the tax and tariff benefits established by Law 1715. Regarding this rule, Mining and Energy Planning Agency also published Resolution No. 45 which establishes the procedures to receive the certificate that allows agents to access the benefits regarding taxes and import tariffs.

Environmental Regulation

The environmental framework in Colombia was established by Law 99/1993, which also established the Colombian Ministry of the Environment (now the Colombian Ministry of Environment and Sustainable Development) as the authority for determining environmental policies. The Colombian Ministry of Environment defines issues, executes policies and regulations that focus on the recovery, conservation, protection, organization, administration and use of renewable resources.

Any entity planning to develop projects or activities relating to generation, interconnection, transmission or distribution of electricity that may result in environmental deterioration must first obtain environmental permits and licenses and also establish environmental management plans.

Generation plants that have a total installed nominal capacity above 10 MW are required to contribute to the conservation of the environment. These resources are called “Transfers” that electricity generation companies give to municipalities and regional environmental authorities, in accordance with article 222 of Law 1450 of 2011, which amended Article 45 of Law 99 of 1993. The amount to transfer is according to the plant’s generation and a tariff established by CREG, which is updated annually.

Law 1,450 of 2011 issued the National Development Plan 2010-2014. The plan establishes that between 2010 and 2014, the government must develop strategies for environmental sustainability and for the prevention of environment risks. These include measures such as the national plan for adaptation to climate change, the environmental licensing process and environmental impact studies.

In 2011, Institutional Decree No. 3,570 established a new regulatory structure for the environment, creating the MADS (previously, the functions of the Ministry of the Environment were established in conjunction with functions of the Ministry of Housing). The main objective of the MADS is the formulation and management of environmental and renewable natural resource policies. In 2012, the MADS published several resolutions. Resolution No. 1,517/2012 established the procedures relating to the Environmental Compensation for Biodiversity Loss while Decree No. 1,640 of 2012 set forth regulations for the planning and management of

 

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hydrographic basins. In addition, Resolution No. 1,526/2012 established the procedural requirements for the subtraction of the forest areas protected by Law 2 of 1,959.

In August 2013, the Colombian National Planning Department issued CONPES Document 3,762, a policy text that established guidelines for the identification and prioritization of infrastructure projects that are of national and strategic interest in the energy, mining, oil, gas, and transportation sectors. It defines the relevant issues related with the formalities and procedures for acquiring land, prior consultation, community relations, environmental licensing and permits, and institutional coordination, all of which need to be resolved in order to assure the correct formulation and development of those projects.

Due to national discussions about environmental licensing, the MADS enacted Decree No. 2,041/2014 which aims to reduce the timing needed to receive the necessary licenses.

During 2015, MADS issued the Single Regulatory Decree No. 1,076 (Decreto Único Reglamentario) for the environmental sector that compiles all existing decrees on environmental issues in the country.

MADS continued developing regulation to reduce water contamination caused by discharged water and ecological flow. It updated parameters and limits of specific maximum allowable discharges to surface water and public sewer systems.

Resolution No. 909/2008 was enacted increase air quality, to allow energy recovery from waste and/or hazardous waste in thermal generation plants.

The National Enviromental License Authority granted licenses to Porvenir II hydroelectric project and Cayao liquefaction plant, and denied the license to the Cañafisto hydroelectric project.

The Mayor’s Office of Bogotá, through its Decree No. 600/2015, established measures to renew the fleet of taxis in 2017 with electric vehicles.

MADS is leading Climate Change issues. MADS has included the Nationally Appropriate Mitigation Action in the Clean Development Mechanism portfolio. Also, MADS belongs to the negotiation team that represents Colombia at the Conferences of Parties. In 2015, the Climate Change unit presented the Intended Nationally Determined Contributions for Colombia and committed to reducing its greenhouse gas emissions by 20% by 2030 and subject to the provision of international support, Colombia could increase its goal from 20% reduction with respect to Business as Usual (“BAU”) to 30% with respect to BAU by 2030.

Peru

Industry Overview

Industry Structure

In the Peruvian Wholesale Electricity Market (“Peruvian MEM” in its Spanish acronym) there are four categories of local agents: generators, transmitters, distributors and large customers. Trading is carried out by generators and distributors.

 

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The following chart shows the relationships among the various participants in the SEIN.

 

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The generation segment is composed of companies that own generation plants. This segment is known for being a competitive market in which prices tend to reflect the marginal cost of production. Electricity generators, as energy producers, have capacity and energy sale commitments with their contracted customers. Generators may sell their capacity and energy to both distributors and unregulated customers.

The energy received by a generator’s customers does not necessarily match with the energy produced by that supplier since the generation plants’ production is allocated by the COES, through a centralized dispatch. The transfer cost is minimized by reviewing the variable production costs of each power plant, regardless of their contractual commitments. The only exception to this rule applies to the natural gas plants, which declare the natural gas price once a year for dispatch purposes. Therefore, there is a short-term market that is also managed by the COES, where an economic balance is made between the energy produced and the demand of the generators’ customers.

The generation plants’ production and the customers’ energy consumption are valued at the hourly marginal cost and the generators that have deficits buy energy from the generators that have surpluses. This principal related to the energy sales balances is also carried out for the capacity. The price of the capacity corresponds to a price regulated by the Energy and Mining Investment Supervisor (“Osinergmin” in its Spanish acronym).

In 2008, due to gas transport and electricity transmission problems, Osinergmin defined a new rule to calculate spot prices. Decree No. 049/2008 established two models, with one of them representing a theoretical dispatch without considering any restrictions and the other considering real dispatch with restrictions. The spot price is obtained from the theoretical dispatch (known as “ideal marginal cost”), and the additional operating costs resulting from system restrictions are paid through demand from the affected generators through a mechanism established by the authority. The “ideal marginal cost” regime was extended until December 31, 2016. In recent years, the ideal marginal cost has been very similar to the real cost and has not had a relevant impact. The settlements made by the COES also include payments and/or collections for supplementary services such as frequency and tension regulation. They also consider compensation for operating cost overruns, such as the operation at minimum load, random operational tests, etc.

The transmission system is made up of transmission lines, substations and equipment for the transmission of electricity from the power plants to the consumption centers or distribution points. Transmission in Peru is defined as all lines or substations with a tension higher than 60 kV. Some generation and distribution companies also operate sub-transmission systems at the transmission level.

 

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Electricity distribution is an activity carried out in the concession areas granted to different distribution companies. Customers with a capacity demand lower than 200 kW are considered regulated customers, and their energy supply is considered to be a public service. Customers whose capacity demand is within the range of 200- 2,500 kW are free to choose whether to be considered regulated or unregulated customers. Once this type of customer chooses an option, the customer must remain in that category for at least three years. If the customer wants to change its category from regulated to unregulated customer, or vice versa, at least one year advance notice must be provided.

There is only one interconnected system, the SEIN, and several isolated regional and smaller systems that provide electricity to specific areas. According to the National Institute of Statistics of Peru, as of December 31, 2014, 92.9% of the population obtained electricity through the public network.

Principal Regulatory Authorities

The Peruvian Ministry of Energy and Mining (“MINEM” in its Spanish acronym) defines energy policies applicable nationwide, regulates environmental matters applicable to the energy sector and oversees the granting, supervision, maturity and termination of licenses, authorizations and concessions for generation, transmission, and distribution activities. On August 10, 2012, Supreme Decree No. 030-2012-EM amended the articles of organization and defined the activities of MINEM and the Natural Gas Management Department.

The Peruvian Investment Promotion Agency is a public entity responsible for attracting private investment in public utilities and infrastructure works. It also advises to investors in making their investment decisions.

Osinergmin is an autonomous public regulatory entity that controls and enforces compliance with legal and technical regulations related to electrical and hydrocarbon activities, controls and enforces compliance with the obligations stated in the concession contracts, and is responsible for the preservation of the environment in connection with the development of these activities. Osinergmin’s Tariff Regulatory Bureau has the authority to publish the regulated tariffs. It also controls and supervises the bidding processes required by distribution companies to purchase energy from generators.

The COES coordinates the SEIN’s short, medium and long-term operations at minimum cost, maintaining the security of the system and optimizing energy resources. It also plans for the SEIN’s transmission development and manages the short-term market.

The National Institute for Defense of Competition and Intellectual Property is responsible for promoting competition, protecting customer rights and safeguarding all forms of intellectual property.

The General Electricity Authority is the regulatory technical entity responsible for evaluating the electricity sector, and proposes the necessary regulations for the development of the electricity generation, transmission and distribution activities.

The Peruvian Ministry of Environment defines environmental policies applicable nationwide and is the head of the National Environmental Management System, which includes the National Environmental Impact Assessment System, the National Environmental Information System, the Protected Natural Areas System, as well as the management of natural resources in its area of competence as biodiversity and climate change, among others.

The Electricity Law

General

The general legal framework applicable to the Peruvian electricity industry includes: the Law of Electricity Concessions (Decree Law No. 25,844/1992) and its ancillary regulations, the Law to Secure the Efficient

 

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Development of Electricity Generation (Law 28,832/2006), the Technical Regulation on the Quality of the Electricity Supply (Supreme Decree 020/1997), the Electricity Import and Export Regulation (Supreme Decree No. 049/2005), the Antitrust Law for the Electricity Sector (Law 26,876/1997), the law that regulates the activity of Osinergmin (Law 26,734/1996, together with Law 27,699/2002) ), and Decree Law No. 1,221/2015 that improves electricity distribution regulation to promote electricity access in Peru.

Some of the characteristics of the regulatory framework are (i) the separation of the three main activities: generation, transmission and distribution; (ii) freely-determined prices for the supply of energy in competitive market conditions; (iii) a system of regulated prices based on the principle of efficiency together with a bidding regime; and (iv) private operation of the interconnected electricity systems subject to the principles of efficiency and quality of service.

Law 29,852/2012 and Regulation No. 021-2012-EM created the Hydrocarbons Energy Security System and the Fund of Social Energy Inclusion. These laws also created a system of social compensation and universal service for the most vulnerable sectors of the population which will be financed by surcharges on the electricity billing of unregulated customers (equivalent to the surcharge that exists today for regulated customers on the Electrical Social Compensation Fund), transport surcharges for hydrocarbon-derivate liquids and natural gas multi pipelines and surcharges on the use of the natural gas pipeline.

Osinergmin and distribution companies manage the Fund of Social Energy Inclusion, which directs funds to the mass usage of natural gas to vulnerable sectors, (ii) develop new energy sources like photovoltaic cells, solar panels, etc., and (iii) supply liquefied petroleum gas to vulnerable sectors.

Law 29,969/2012 provides for the universal usage of natural gas. State electricity distributors are authorized to carry out natural gas programs, including the distribution of natural gas in their concession area. They are also able to associate with companies specializing in the development of gas distribution projects. Within a maximum period of three years from the start of the gas distribution, MINEM will start the process of promoting private investment by granting gas distribution concessions through the pipeline network.

Law 29,970/2012 guarantees energy security and promotes the development of the petro chemical complex in the south of the country. Under this law, the following agendas have been declared as a matter of national interest: (i) the guarantee of energy security, (ii) the transport of ethane to southern Peru; and (iii) the construction of regional pipelines in Huancavelica, Junín, and Ayacucho and their connection to existing gas pipelines.

Law 1,221/2015 enacted on September 24, 2015, will be applied during 2016, and once implemented, the main modifications are:

 

    In the distribution tariffs, the VAD and the internal rate of return calculations will be defined for each distribution company with over 50,000 customers.

 

    The MINEM will define a responsibility technical area (“ZRT” in its Spanish acronym) for each distributor, given its operation areas. The investments in the ZRT, which can be carried out either by a distributor or by a third party, should be approved by the distributor. Investment and audited costs (with a cap) will be recognized through the VAD.

 

    The VAD will include a technology innovation charge and/or a distribution energy efficiency component. The VAD will also be adjusted to encourage improvements of service quality.

 

    Distributors will be obligated to guarantee their regulated demand for 24 months.

 

    Distributors will be required to execute the urban electrification investments or repay the contribution, if the investment is carried out for a third party, when the rate of occupancy is over 40%.

 

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    Generation and transmission concessions originating in bidding processes are restricted to a 30-year term. In the case of hydroelectric generation concessions, a favorable report for the watershed, as issued by MINEM, will be required.

 

    Set conditions to NCRE sources and co-generation that enable them to inject surplus energy to the distribution system without affecting operating security.

Limits and Restrictions

Since the enactment of the Law of Electricity Concessions, vertical integration is restricted, and activities in the generation, transmission and distribution segments must be developed by different companies. The Antitrust Law for the Electricity Sector regulates the cases in which vertical and horizontal integration is admissible.

An antitrust authorization is compulsory for those electricity companies that hold more than a 5% interest of another business segment, either before or as a result of a merger or integration. An authorization is also required for the horizontal integration of generation, transmission and distribution activities which result in a market share of 15% or higher of any business segment, either before or as a result of any operation. Such authorizations are granted by the Institute for Defense of the Consumer and Intellectual Property, using the market share information provided by Osinergmin.

Regulation of Generation Companies

Concessions

Generation companies that own or operate a power plant with an installed capacity greater than 500 kW require a concession granted by the MINEM. A concession for electricity generation activity is a unilateral permit granted to the generator by the MINEM. Authorizations are granted by the MINEM for an unlimited period of time, although their termination is subject to the same considerations and requirements as the termination of concessions under the procedures set forth in the Law of Electricity Concessions, and its related regulations.

In order to receive a concession, the applicant must first request for a temporary concession of two years, and must subsequently apply for a definitive concession. In order to receive an authorization, the applicant must file a petition before the MINEM. If the petition is admitted and no opposition is presented, the MINEM grants the authorization to develop generation activities for unlimited time, subject to compliance with applicable regulations.

Dispatch and Pricing

The coordination of electricity dispatch operations, the setting of spot prices and the control and management of economic transactions that take place in the SEIN are controlled by COES. Generators can sell energy directly to large customers and buy the deficit or transfer the surplus between contracted energy and actual production in the pool at the spot price. Resolution No. 080-2012-OS/CD established the criteria and methodology for deciding the real-time operation under exceptional conditions as declared by the MINEM.

Sales by Generation Companies to Unregulated Customers

Sales to unregulated customers are carried out at mutually agreed prices and conditions, which include tolls and compensation for the use of transmission systems and, if necessary, to distribution companies for the use of their network.

 

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Sales to Distribution Companies and Certain Regulated Customers

Sales to distributors can be under bilateral contracts at a price no greater than the regulated price in the case of regulated customers, or at an agreed price in the case of unregulated customers. In addition to the bilateral method allowed under the Law of Electricity Concessions, Law 28,832/2006 has also established the possibility that distributors may meet their unregulated or regulated customers’ demand under contracts signed following a capacity and energy supply tender process.

Sales of Capacity to Other Generation Companies

COES determines a firm capacity for each power plant on an annual basis. Firm capacity is the highest capacity that a generator may supply to the system at certain peak hours, taking into consideration statistical information and accounting for time out of service for maintenance purposes and for extremely dry conditions in the case of hydroelectric plants.

A generation company may be required to purchase or sell capacity in the spot market, depending upon its contractual requirements in relation to the amount of electricity to be dispatched from such company and to its firm capacity.

Regulatory Charges

In addition to taxes applicable to all industries (mainly an income tax and a value added tax), the electricity industry operators are subject to a special regulation contribution that compensates the costs incurred by the state in connection with the regulation, supervision and monitoring of the electricity industry. The applicable rate for this contribution is up to 1% of the annual billing of each company and the funds levied are distributed proportionally to the MINEM and Osinergmin.

Generators that also have hydroelectric plants pay a water royalty as a function of the hydroelectric energy produced and the regulated energy tariff at peak hours.

Tenders Promoted by the State

During 2009, MINEM carried out several studies which concluded that there will be lack of electricity generation capacity in the system in the near future. MINEM recommended the construction of new electricity plants that would serve as backup to guarantee the flow of electricity to the system, avoiding blackouts. As a result, the Peruvian Investment Promotion Agency carried out a public bid in August 2010, seeking to secure investments for three projects located in Reserva Fría de Talara, Trujillo and Ilo that would add another 800 MW to the system. The bid resulted in two of the projects being awarded: Reserva Fría de Talara (200 MW, for EEPSA, our subsidiary, and Ilo (400 MW, for Enersur, an unrelated company). These plants receive regular payments for being permanently available to operate and provide energy to the SEIN whenever the COES calls on them and will also be reimbursed for the fuel costs incurred for generating electricity. The Trujillo generation facility was later replaced by the Eten generation facility and awarded to Planta de Reserva Fría de Generación de Eten S.A. (200 MW).

On March 21, 2013, Peruvian Investment Promotion Agency held an international public tender to promote private investments in the Hydroelectric Plant project (Molloco Hydroelectric Plant — 280 MW), which is located in the hills of the Arequipa region. It was awarded to the Corsan Corviam — Engevix — Enex partnership.

Services provided by generation, transmission, and distribution companies must comply with technical standards stated in the Technical Regulations on the Quality of the Electric Supply. Failure to do so might result in the imposition of fines by Osinergmin.

 

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Generators receive a capacity payment whose main component is the annuity of a peak-load plant. However, to be eligible to receive this payment, plants have to be part of the reserve margin established annually by Osinergmin. The capacity ranking is constructed in base of firm capacity of every power plant connected to the system and their relative efficiency (ordered by variable costs). Only plants included in the ranking as required to cover the peak demand plus the reserve margin receive the capacity payment. Every year, Osinergmin sets the power price that shall be assigned and paid to each generator pursuant to this concept.

Electricity Exports and Imports

A 220 kV transmission line has been implemented for the interconnection with Ecuador. However, the line has not operated continuously because of regulatory issues. In 2014, electricity exports to Ecuador totaled 12.7 GWh. In 2015, the electricity exports net amounted to 54.3 GWh.

Internal regulations were also approved for the application of CAN Decision 757, which establishes that when bilateral electricity transactions are carried out with other CAN countries, the Economic Operation Committee of the SEIN should send weekly reports to the MINEM and to Osinergmin demonstrating that priority has been given to supplying the domestic market (Supreme Decree No. 011-2012-EM).

The governments of Peru and Chile have established a bilateral working group to discuss energy matters. The purpose of the working group is to identify and take advantage of the potential synergies between the two countries. At the request of the presidents of both nations, the working group is expected to propose a framework for an agreement in connection with both countries’ electricity integration that would establish the general rules for energy exchanges between them. As of the date of this Report, both countries have conducted negotiations but a final agreement is still pending.

Regulation in Transmission

Transmission activities are divided in two categories: “principal”, which are for common use and allow the flow of energy through the national grid; and “secondary”, which are those lines that connect a power plant with the national grid that connects principal transmission with the distribution network or that connect directly to certain end customers. Law 28,832 also defined “guaranteed transmission systems” and “supplementary transmission systems”, applicable to projects commissioned after the enactment of that law. Guaranteed system lines are the result of a public bid and supplementary system lines are freely constructed and exploited as private projects. Principal and guaranteed system lines are accessible to all generators and allow electricity to be delivered to all customers. Transmission concessionaires receive an annual fixed income, as well as variable tariff revenues and connection tolls per kW. The secondary and supplementary system lines are accessible to all generators but are used to serve only certain customers who are responsible for making payments related to their use of the system.

Environmental Regulation

The environmental legal framework applicable to energy related activities in Peru is established in the Environmental Law (Law 28,611/2005) and in the Regulation for Environmental Protection regarding Electricity Activities (Supreme Decree No. 029-94-EM). MINEM dictates the specific environmental legal dispositions applicable to electricity activities, and Osinergmin is in charge of supervising certain aspects of their application and implementation. According to the Environmental Law, the Peruvian Ministry of Environment has the principal duties of (i) designing the general environmental policies to every productive activity; and (ii) establishing the main guidelines of the different government authorities for their specific environmental sector regulations. During 2010, most supervision functions regarding the application and implementation of the Environmental Law’s dispositions were transferred from Osinergmin to the Peruvian Ministry of the Environment.

 

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NCRE, referred to in Peruvian regulations as Renewable Energy Resources (“RER” in its Spanish Acronym), for electricity generation are considered to be from the following sources: biomass, wind, solar, geothermal and tidal sources, as well as hydroelectric plants with an installed capacity lower than 20 MW.

In 2008, the authority issued regulations to promote the use of NCRE. The principal investment incentives established by these regulations are (i) an objective percentage of national electricity consumption, set every five years, to be covered NCRE generation, excluding hydroelectric plants (for the first five-year period, this percentage is 5%); (ii) through tenders of energy to be covered by NCRE, the investor awarded the tender is guaranteed a firm price for the energy injected into the system during the supply contract period of up to 20 years; and (iii) priority in the dispatch of load and access to transmission and distribution networks.

The first NCRE tender was carried out in two steps. The first auction was held in June, 2009 for 1,314 GWh per year, of which 570 GWh was awarded to three wind farms projects, 173 GWh was awarded to four solar plants projects, 143 GWh was awarded to two biomass plants projects and 1,084 GWh was awarded to 19 mini-hydroelectric plants. The second auction was held in March, 2010 for 427 GWh per and 11.7 GWh was award to a biomass thermal plant project and two mini hydroelectric project for 92 GWh.

The second NCRE tender was held in August, 2011 for 1,300 GWh per year intended to non-hydroelectric sources. Out of 21 initiatives proposed, 473 GWh were awarded to three projects.

The third NCRE tender was held in December, 2013, with the objective to provide 1,300 GWh per year of hydroelectric power and 320 GWh of biomass derived electricity. Nineteen mini hydroelectric plant projects with individual capacities below 20 MW were awarded to supply 1,268 GWh.

The fourth NCRE tender was held in December, 2015, with the objective to provide 1,300 GWh to both the interconnected and isolated systems. In addition, 450 GWh per year are required from mini hydroelectric projects with a maximum capacity of 20 MW each. The results were published by the end of January 2016 and 1,741 GWh were awarded to the following projects: three wind farms (739 GWh), two solar power plant projects (523 GWh), two biomass thermal plant projects (30 GWh) and six small hydroelectric plant projects (449 GWh).

In addition, other regulations established tax incentives, including (i) accelerated asset depreciation for income tax purposes, and (ii) the advanced recovery of the sales tax. In 2011, the permanent congressional commission approved Law 29,764, extending these tax benefits through 2020.

Law 29,968/2012 created the National Environmental Certification Service for Sustainable Investments (“SENACE” in its Spanish acronym), a specialized public organization with technical autonomy and a separate legal constitution, which reports to the Peruvian Ministry of the Environment. This organization is responsible for reviewing and approving detailed environmental impact studies of public, private or mixed capital investment projects, whether national or multi-regional, that involve activities, construction and other commercial and service activities whose characteristics, importance and/or location can result in significant environmental impacts, with the exception of those expressly excluded by Supreme Decree with the consenting vote of the Council of Ministers.

SENACE seeks to implement a single system of environmental administrative procedures to guarantee sustainable investments through the implementation of a sole window of environmental certification.

Raw Materials

For information regarding our raw materials, please see “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Commodity Price Risk.”

 

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C. Organizational Structure.

Principal Combined Entities and Affiliates

We are part of an electricity group controlled by the Italian company, Enel, our ultimate parent company. Enersis Américas, our controlling shareholder, owns 60.0% of our shares, and Enel beneficially owns 60.6% of Enersis Américas through wholly-owned Spanish combined entities. Enel publicly trades on the Milan Stock Exchange. It is headquartered in Italy and is primarily engaged in the energy sector, with a presence in 32 countries across four continents, mainly in Europe and Latin America, and generating electricity from power plants with over 89 GW of net installed capacity. Enel provides service to more than 61 million customers through its electricity and gas businesses through distribution networks of 1.9 million kilometers.

Endesa Américas’ Organizational Structure(1)

As of December 31, 2015 (assuming the spin-off of Endesa Américas had occurred as of such date)

 

LOGO

 

(1) Only principal operating combined entities are presented here. The percentage listed for each of our combined entities represents our economic interest in such combined entity.
(2) We hold 56.4% of Emgesa’s voting rights as a result of a transfer of voting rights from Enersis Américas and we are allowed to appoint the majority of the Board members pursuant to a shareholders’ agreement. We therefore control Emgesa. For more information on our control and combination of Emgesa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.

 

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The companies listed in the following table were combined by us as of December 31, 2015. Our economic interest is calculated by multiplying our post-Spin-Off percentage of economic interest in a directly held combined entity by the percentage economic interest of any entity in the chain of ownership of such ultimate combined entity.

 

Principal Companies and Country of Operations

   % Economic
Ownership of Main
Combined entity by

Endesa Américas
     Combined Assets
of Each Main
Combined entity on a
Stand-alone Basis
     Operating Income of
Each Main
Combined
entity on a
Stand-alone Basis
 
Electricity Generation    (in %)      (in billions of Ch$)  

El Chocón (Argentina)

     65.4         284.7         27.0   

Costanera (Argentina)

     75.7         170.5         20.4   

Emgesa (Colombia)(1)

     26.9         1,976.5         372.8   

Edegel (Peru)(2)

     62.5         835.4         116.6   

 

(1) We hold 56.4% of Emgesa’s voting rights as a result of a transfer of voting rights from Enersis Américas and we are allowed to appoint the majority of the Board members pursuant to a shareholders’ agreement. We therefore control Emgesa. For more information on our control and combination of Emgesa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”
(2) Excludes Chinango S.A.C.

Combined Companies

Costanera (Argentina)

Costanera is a publicly-held Argentine electricity generation company, with 2,304 MW of total installed capacity in Buenos Aires. Costanera consists of six steam turbines with an aggregate capacity of 1,131 MW which burn oil and gas, and two natural gas combined-cycle facilities with a total capacity of 1,173 MW. Costanera was acquired from the Argentine government after the privatization of Servicios Eléctricos del Gran Buenos Aires S.A. We beneficially own 75.7% of Costanera.

El Chocón (Argentina)

El Chocón is an Argentine electricity generation company. It has two hydroelectric power stations with an aggregate installed capacity of 1,328 MW located between Neuquén and Río Negro provinces, in the Comahue Basin in southern Argentina. A 30-year concession, which expires in 2023, was granted by the Argentine government to our combined entity, Hidroinvest S.A., which bought 59.0% of El Chocón’s shares in July 1993 during the privatization process. We operate El Chocón for a fee pursuant to an operating agreement with a term equal to the duration of the concession. We beneficially own 65.4% of El Chocón.

Emgesa (Colombia)

Emgesa has a total installed generating capacity of 3,459 MW, of which 87% is from hydroelectric power plants and 13% is from thermoelectric power plants. Empresa de Energía de Bogotá S.A. directly holds a 51.5% equity interest in Emgesa. We hold 56.4% of Emgesa’s voting rights as a result of a transfer of voting rights from Enersis Américas and we are allowed to appoint the majority of the Board members pursuant to a shareholders’ agreement. We therefore control Emgesa. For more information on our control of Emgesa, see “Item 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

Edegel (Peru)

Edegel, an electricity generation company owns and operates seven hydroelectric plants and two thermal plants, with a combined installed capacity of 1,685 MW. In October 2009, we purchased an additional 29.4% stake in Edegel from Generalima, S.A.C., a combined entity of Enersis. As a result of this transaction, we increased our ownership interest in Edegel from 33.1% to 62.5%.

 

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Edegel holds 80% of the shares of Chinango S.A.C. and Peruana de Energía S.A.A. (an unaffiliated entity) owns the remaining 20% of the shares.

Selected Related and Jointly-Controlled Companies

Cemsa (Argentina)

Cemsa’s principal activities are the trading of electricity and fuels. Cemsa has signed several agreements with the Argentine electricity power stations in order to support its supply contracts. The power stations that provide Cemsa’s electricity supply contracts are: Costanera, Dock Sud, Centrales Térmicas del Noroeste S.A., and El Chocón. We beneficially own 45% of Cemsa.

Enel Brasil (Brazil)

In 2005, Enel Brasil was formed in order to manage all of our Brazilian generation, transmission and distribution assets. Enel Brasil consolidates two generation companies (Cachoeira Dourada and Fortaleza, both operated by us), CIEN, a transmission company, as well as two distribution companies (Ampla and Coelce). Fortaleza is a 322 MW combined-cycle power plant of fueled by natural gas with a capacity to generate one-third of the electricity requirements of the State of Ceará, with a population of 8.2 million people. Cachoeira Dourada is a run-of–the-river hydroelectric plant using the flows from the Paranaiba River, located in the State of Goias, and consisting of ten generating units totaling 665 MW of installed capacity. CIEN is a transmission and trading Brazilian company wholly-owned by Enel Brasil. It transmits electricity through two transmission lines located between Argentina and Brazil, covering a distance of 500 kilometers, with a total interconnection capacity of 2,100 MW. Ampla is the second largest electricity distribution company in the State of Rio de Janeiro, Brazil, in terms of customers and annual energy sales. Ampla is mainly engaged in the distribution of electricity to 66 municipalities located in the State of Rio de Janeiro, and serves 2.9 million customers in a concession area of 32,615 square kilometers. Coelce is the sole electricity distributor of the State of Ceará, located in northeastern Brazil, and serves over 3.6 million customers within a concession area of 148,825 square kilometers. We beneficially own 37.1% of Enel Brasil and record this unconsolidated investment under the equity method.

For additional information on all of our combined entities and jointly-controlled companies, please refer to Appendix 1 of our combined financial statements.

 

D. Property, Plant and Equipment.

Our property, plant and equipment are concentrated on electricity generation assets in the three countries in which we have operate through our combined entities.

We combine revenues from wholly-owned generation companies in Argentina, Colombia and Peru, which in turn own 26 additional generation power plants. A substantial portion of our cash flow and net income is derived from the sale of electricity produced by our electricity generation facilities. Significant damage to one or more of our main electricity generation facilities or interruption in the production of electricity, whether as a result of an earthquake, flood, volcanic activity or any other such cause, could have a material adverse effect on our operations.

Our electricity generation facilities are insured against damage due to earthquakes, fires, floods, other acts of god (but not for droughts, which are not force majeure risks, and are not covered by insurance ) and from damage due to third-party actions, based on the appraised value of the facilities as determined from time to time by an independent appraiser. Based on geological, hydrological and engineering studies, management believes that the risk of an event with a material adverse effect is remote. Claims under our generating combined entities’ insurance policies are subject to customary deductibles and other conditions. We also maintain business interruption insurance providing coverage for the failure of any of our facilities for a period of up to 24 months, including the deductible period. The insurance coverage taken for our property is approved by each company’s management, taking into account the quality of the insurance companies and the needs, conditions and risk evaluations of each generating facility, and is based on general corporate guidelines. All insurance policies are

 

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purchased from reputable international insurers. We continuously monitor and meet with the insurance companies in order to obtain what we believe is the most commercially reasonable insurance coverage.

The following table identifies the power plants that we own and combine, at the end of each year, by country, and their basic characteristics:

 

               Installed Capacity
As of December 31,
 

Country/Company

  

Power Plant Name

  

Power Plant Type

   2015      2014      2013  

Argentina

              

Costanera(1)

   Costanera Steam Turbine    Steam Turbine/Natural Gas+ Fuel Oil      1,131         1,131         1,131   
   Costanera Combined Cycle II    Combined Cycle/Natural Gas+Diesel Oil      851         851         851   
   Buenos Aires Combined Cycle I    Combined Cycle/Natural Gas      322         322         322   
        

 

 

    

 

 

    

 

 

 

Total

           2,304         2,304         2,304   

El Chocón

   Chocón    Reservoir      1,200         1,200         1,200   
   Arroyito    Pass-through      128         128         128   
        

 

 

    

 

 

    

 

 

 

Total

           1,328         1,328         1,328   
        

 

 

    

 

 

    

 

 

 

Total capacity in Argentina

           3,632         3,632         3,632   
        

 

 

    

 

 

    

 

 

 

Colombia

           

Emgesa

   Guavio    Reservoir      1,213         1,213         1,213   
   Paraíso    Reservoir      276         276         276   
   La Guaca    Pass-through      325         325         325   
   Termozipa    Steam Turbine/Coal      236         236         236   
   Cartagena    Steam Turbine/ Natural Gas      208         208         208   
   Minor plants(2)    Pass-through      57         57         77   
   Betania    Reservoir      541         541         541   
   Dario Valencia(3)    Pass-through      150         150         50   
   Salto II(4)    Pass-through      35         35         —     
   Laguneta(5)    Pass-through      18         18         —     
   Quimbo(6)    Reservoir      400         —           —     
        

 

 

    

 

 

    

 

 

 

Total capacity in Colombia

           3,459         3,059         2,926   
        

 

 

    

 

 

    

 

 

 

Peru

              

Edegel

   Huinco(7)    Pass-through      268         247         247   
   Matucana(8)    Pass-through      137         137         133   
   Callahuanca(7)    Pass-through      84         80         80   
   Moyopampa(7)    Pass-through      69         66         66   
   Huampani    Pass-through      30         30         30   
   Santa Rosa(7)(9)(10)    Gas Turbine/Diesel Oil      419         413         305   
   Ventanilla(7)    Combined Cycle/Natural Gas      484         485         485   
        

 

 

    

 

 

    

 

 

 

Total

  

Total

        1,491         1,458         1,346   

Chinango

   Yanango    Pass-through      43         43         43   
   Chimay(7)    Pass-through      152         151         151   
        

 

 

    

 

 

    

 

 

 

Total

  

Total

        195         194         194   
        

 

 

    

 

 

    

 

 

 

Total capacity in Peru

           1,686         1,652         1,540   
        

 

 

    

 

 

    

 

 

 

Combined capacity

           8,777         8,343         8,098   
        

 

 

    

 

 

    

 

 

 

 

(1) Values for 2013, 2014 and 2015 were modified and correspond to values reported to CAMMESA (Argentina TSO).

 

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(2) Minor plants have an aggregate capacity of 57 MW. As of December 31, 2015 and 2014, Emgesa owned and operated three minor plants: Charquito (19.5 MW), El Limonar (18 MW) and Tequendama (19.5 MW). In March 2014, the San Antonio (19.5 MW) plant was decommissioned. (3)In November 2013, the Dario Valencia power plant began commercial operations with 50 MW of installed capacity. During 2014 unit 1 (January) and unit 5 (April) also began commercial operations, adding 100 MW of capacity. This power plant is part of the Salaco Hydroelectric project, together with the El Limonar, El Salto II and Laguneta power plants.
(4) In June 2014, the El Salto II (35 MW) power plant began commercial operations.
(5) In December 2014, the Laguneta (18 MW) power plant began commercial operations.
(6) In November 2015, El Quimbo (400 MW) power plant began commercial operations.
(7) The variation in the installed capacity of this power plant in 2015 was the result of tests performed by COES.
(8) The Matucana power plant increased its installed capacity by 4 MW in June 2013 and by 4 MW in July 2014.
(9) The variation in the installed capacity of this power plant in 2014 was the result of tests performed by COES.
(10) In October 2013, unit TG 7 (121 MW) of the Santa Rosa power plant was decommissioned and in December 2014 it began commercial operations again.

As of December 31, 2015, we received the ISO 14,001 certification for 95.4% of our installed capacity in South America, which included all of our generation facilities that produced 98.8% of the total annual generation in accordance with the this standard.

Project Investments

The total investment for each project described below was translated into Chilean pesos at the exchange rate of Ch$ 710.16 per U.S. dollar, the U.S. dollar Observed Exchange Rate as of December 31, 2015. Budgeted amounts include connecting lines that could eventually be owned by third parties and paid as tolls, unless otherwise indicated.

Investment Projects Completed during 2015

El Quimbo Hydroelectric Project (Colombia)

El Quimbo hydroelectric project is located in the province of Huila, southeast of Bogotá, using the flows of the Magdalena and Suaza Rivers, upstream of the Betania power plant. The project has two generation units and a total installed capacity of 400 MW. The estimated average generation is 2,216 GWh per year, with a flooded reservoir area of 8,250 hectares.

On October 6, 2015, the Colombian government enacted the Decree No. 1979/2015, which authorizes energy generation for El Quimbo starting from October 7, 2015. On November 16, 2015, El Quimbo began its commercial operations. On December 15, 2015, the Colombian Constitutional Court declared Decree No. 1979/2015 unconstitutional on the grounds that the injunction issued by the Administrative Tribunal of Huila was still in effect. Emgesa therefore suspended operations of El Quimbo as of midnight on December 16, 2015. On January 10, 2016 at midnight, El Quimbo resumed its commercial operations following a court decision allowing El Quimbo to restart operations on a temporary basis.

This project was financed primarily with external sources, through local and international bonds. The estimated total investment accrued as of December 31, 2015 was Ch$ 683,879 million.

 

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Projects Under Development

We continuously analyze different growth opportunities in the countries in which we participate. Currently, we are studying and assessing our project portfolio, focusing on constructing smaller, less invasive power plants. These plants are constructed faster, allow greater flexibility to activate or deactivate according to system needs, and are generally more acceptable to area residents. Additionally, an additional focus will be placed on the development of renewable technologies. Thus, the expected start-up for each project is continuously assessed and will be defined based on the commercial opportunities and our financing capacity to fund these projects. The most relevant projects in the pipeline are as follows:

Generation Business

Curibamba Hydroelectric Project (Peru)

Curibamba consists of a 188 MW run-of-the-river power plant and a 134 km transmission line that will connect it to SEIN at the Pachachaca substation (220 kV). This power plant will be located 385 km northeast of Lima, which is upstream from the Chimay hydroelectric power plant (province of Junín), and will use the waters of the Comas and Uchubamba Rivers through an 8.1 km penstock.

During 2015, we continued with the bidding process for the project’s main contracts (civil works, equipment supply and electrical interconnection), and we started the studies required for obtaining prior permits to the project construction.

Currently, the project has a generation concession for the power plant, an approved Environmental Impact Study, and compliance certificates stating the non-existence of archaeological remains, both for the power plant and the transmission line.

In January 2015, the Peruvian Ministry of Energy and Mining approved the 2015 — 2024 Binding Transmission Plan. The connection of the power plant is being reviewed as the 2015 — 2024 Binding Transmission Plan allows the project to be connected to a closer substation. During 2015, the Pre-Operation Study for the connection to the Yanango Substation, located 40 km from the project, was approved as well as the extension of the validity of the environmental impact study of the power plant. We anticipate our participation in hydroelectric bids that the Peruvian government expects to hold in the future and are currently pending of tender date.

The construction is expected to start in 2016 and last until 2021 as per the timeline in the definitive concession schedule. The construction is expected to last until 2021. This project is being financed primarily with internally generated funds, with an estimated total investment of Ch$ 424,321 million, of which Ch$ 18,177 million has been accrued as of December 31, 2015.

Major Encumbrances

Costanera’s supplier debt with Mitsubishi Corporation (“MC”) corresponds to the remaining payments on equipment purchased from MC in November 1996, which was refinanced in October 2014. The value of the assets pledged to secure this debt was Ch$ 10.8 billion as of December 31, 2015. Additionally, Costanera has granted liens in favor of Credit Suisse in guarantee of a loan, which were valued at Ch$ 3.1 billion as of December 31, 2015.

Climate Change

In recent years, the countries in which we operate have seen an increase of developments related to NCRE and strategies to combat climate change. This has required both the public and private sectors to adopt strategies in order to comply with the new environmental requirements, as evidenced by legal obligations at the local level, commitments assumed by countries at the international level, and the demanding requirements of the international markets.

 

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NCREs provide energy with minimal environmental impact and with almost no CO2 emissions. They are therefore considered technological options that strengthen sustainable energy development as they supplement the production of traditional generators.

The Callahuanca hydroelectric power station (80.2 MW in operation since 1938) is the NCRE facility that we own, and which has contributed clean and renewable energy to its national grid. Regarding the development of CO2 emission reduction mechanisms, the projects in the Clean Development Mechanism (“CDM”) circuit were as follows:

Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project: On June 20, 2011, the UNFCCC approved the registration of this project in Peru as a CDM for 7 years, which term is subject to renewal, which recognizes that it may verify and trade the greenhouse gas emissions that it will be avoided during its useful life.

On October 31, 2013, the Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project obtained the registration/verification under the Voluntary Emission Reductions (“VER”) + standard. A total amount of 2,496,494 tons of CO2 were avoided during the period of October 19, 2006 through June 19, 2011. As a result, Edegel received credit for 2,496,494 tons of CO2 emissions in the form of pre-CDM VERs. Additionally, in June 2014, 7,314 tons of CO2 of VERs were negotiated at a value of €0.5 per tons of CO2 as part of the voluntary neutralization policy of the group.

The Rehabilitation of the Callahuanca Hydroelectric Power Station Project: On January 4, 2008, the UNFCCC approved the registration of this project in Peru as a CDM for 7 years, which term is subject to renewal, which recognizes that it may verify and trade the greenhouse gas emissions that it will be avoided during its useful life.

On July 7, 2008 the Rehabilitation of the Callahuanca Hydroelectric Power Station Project obtained the registration/verification under the VER + standard. A total amount of 19,951 tons of CO2 were avoided during 2007. As a result, Edegel received credit for 19,949 tons of CO2 emissions in the form of pre-CDM VERs.

Detail of CDM Projects Processed in 2015

 

CDM project

   Company/country  

Position as of December 31, 2015

   Emission factor
(tons
CO2e/MWh)
   Approximate
emissions avoided
(tons CO2e/year)(1)

Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project

   Edegel (Peru)   Registered with the Executive Authority of the UNFCCC since 2011. CDM procedure implemented.    0.454    407,296

Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project

   Edegel (Peru)   Registered with the VER + Standard (Voluntary Standard) since October 2013.    0.454    407,296

Rehabilitation of the Callahuanca hydroelectric power station

   Edegel (Peru)   Registered with the Executive Authority of the UNFCCC since 2008. CDM procedure implemented.    0.449    18,189

Rehabilitation of the Callahuanca hydroelectric power station

   Edegel (Peru)   Registered with the VER + Standard (Voluntary Standard) since July 2008.    0.449    18,189

 

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(1) Obtained from the PDD (Project Design Document) of each project.

It is expected that our climate change guidelines will be similar to the current Enel group climate change guidelines as part of our commitment to combat climate change.

In compliance with the group climate change guidelines, Edegel has secured the certification of its carbon footprint for a fourth time. The Spanish Association of Standards and Certification (Asociación Española de Normalización y Certificación or “AENOR”), an independent certification authority, acknowledged the validity of the methodology. Acknowledgement by AENOR includes verification of the group’s carbon footprint reports from 2009 to 2014. A carbon footprint is the sum of all greenhouse gases (“GHGs”) produced by a company in the course of its business activity. The first step involves measuring our carbon footprint.

The tools used to calculate emissions in Edegel include audits at its facilities. This enables Edegel to monitor carbon footprint in all installations associated with the generation of electrical energy. Calculating the carbon footprint also enables Edegel to identify phases of its activities with the greatest potential to reduce emissions.

As part of the process of calculating our carbon footprint, we plan to obtain a GHG inventory, including direct emissions associated with activities controlled by us. We also plan to obtain a GHG inventory of indirect emissions, which are not generated through sources we control but are consequences of our activities.

 

Item 4A. Unresolved Staff Comments

None.

 

Item 5. Operating and Financial Review and Prospects

 

A. Operating Results.

The following discussion should be read in conjunction with our combined financial statements and the notes thereto, included in Item 18 in this Report, and “Selected Financial Data,” included in Item 3 herein. Our audited combined financial statements as of December 31, 2015 and 2014, and for the three years ended December 31, 2015 have been prepared in accordance with IFRS, as issued by the IASB.

On April 21, 2016, we were spun-off from Endesa Chile. See “Introduction”, “Item 4. Information on the Company — A. History and Development of the Company — History” and Notes 1 and 35 of the Notes to our combined financial statements.

 

1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company

We own and operate electricity generation companies in Argentina, Colombia and Peru. We also have an equity investment in Enel Brasil, which owns generation, transmission and distribution companies in Brazil. Our revenues and cash flow primarily come from our electricity generation business as well as from our combined entities and associates, which operate in these countries.

Factors such as (i) hydrological conditions, (ii) fuel prices, (iii) regulatory developments, (iv) exceptional actions adopted by governmental authorities and (v) changes in the economic conditions in countries in which we operate may materially affect our financial results. In addition, our results from operations and financial condition are affected by variations in the exchange rates between the Chilean peso and the currencies of the countries in which we have investments. These exchange variations may materially impact the consolidation of the results of our companies. We have certain critical accounting policies that affect our combined operating results.

Our diversification strategy aims to balance the impact of significant changes in one country with opposing changes in the other countries, in order to reduce, as much as practicable, the adverse impact of variations in the main factors that affect our combined operating results. The impact of these factors on us, for the years covered by this Report, is discussed below.

 

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While we directly own 26.9% of the equity interest and 31.3% of the voting rights of Emgesa (through the ownership of shares with voting rights), we are deemed to exercise control over Emgesa as a result of the transfer of 25.1% of the voting rights from Enersis Américas, as the holder of a 21.6% interest in Emgesa, and pursuant to a shareholders’ agreement with Empresa de Energía de Bogotá S.A (which owns 51.5% of the equity interest in Emgesa) signed on August 27, 1997. The transfer of the voting rights originated with a prior owner of the 21.6% equity interest and has been continued with each subsequent owner (currently Enersis Américas). The shareholders’ agreement along with the voting rights transferred to us by Enersis Américas, gives us the right to appoint a majority of Emgesa’s Board members and, therefore we combine Emgesa in our consolidated financial statements.

 

a. Hydrological Conditions

A substantial part of our generation capacity depends on the hydrological conditions prevailing in the countries in which we operate. Our installed capacity as of December 31, 2015, 2014 and 2013 was 8,777 MW, 8,343 MW and 8,098 MW, respectively. In those years, our hydroelectric installed capacity represented 58.4%, 56.3% and 56.3% of our total installed capacity, respectively. See “Item 4. Information on the Company — D. Property, Plant and Equipment.”

Hydroelectric generation was 20,114 GWh, 19,698 GWh and 18,576 GWh in 2015, 2014 and 2013, respectively. Our hydroelectric generation in 2015 was 2.1% higher than in 2014 mainly due to more favorable hydrological conditions in Argentina.

In the countries in which we operate, hydrological conditions can range from very wet to extremely dry. In between these two extremes, there are a wide range of possible hydrological conditions. For instance, a new year of drought has very different impacts on our business, depending on whether it follows several years of drought or a period of abundant rainfall. On the other hand, a good hydrological year has less marginal impact if it comes after several wet years than after a prolonged drought.

In Argentina, the months that typically have the most precipitation are May through August, and the months when snow and ice melts typically occur from October through December, providing flow to the Collon Cura and Limay Rivers which feed El Chocón’s reservoir and hydroelectric plant, located in southwestern Argentina, in the Comahue region.

Hydrological conditions in Colombia vary significantly throughout the different regions and depend on geographical conditions and topography. There are two rainfall patterns. One is characterized by two rainy periods separated by a drier season that is observed in the Andean region and in the center of the country, the most populated area and the center of economic activity, where all our hydroelectric plants, except the Guavio plant, are located. The second pattern is characterized by a rainy season followed by a drier season, which is observed in the Orinoquia region (eastern part of the country), where our largest hydroelectric plant, Guavio (1,213 MW), is located and its hydrological conditions are influenced by the Amazon.

Hydrological conditions in Peru also vary significantly depending on the location. The coast, which concentrates most of the population and economic activity, typically has less rainfall than the rest of the country. In the Andean mountains, rainfall typically is most abundant from November through March, providing flow to the basin of the Rimac River, feeding five of our seven hydroelectric plants. The jungle area also has most of its rainfall in the same period but in larger volumes, feeding the Tarma and Tulumayo River basins, where our other two hydroelectric plants are located.

For purposes of discussing the impact of hydrological conditions on our business, we generally categorize our hydrological conditions into dry, wet or normal, although there are many other possible scenarios. Extreme hydrological conditions may materially affect our operating results and financial conditions. However, it is difficult to calculate the effects of hydrology on our operating income, without also taking into account other factors, because our operating income can only be explained by looking at a combination of factors and not individually on a stand-alone basis.

 

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Hydrological conditions affect electricity market prices, generation costs, spot prices, tariffs and the mix of hydroelectric or thermal generation, which is constantly being defined by the market operator to minimize the operating cost of the entire system. Pass through hydroelectric generation is almost always the least expensive method to generate electricity and normally has a marginal cost close to zero. However, authorities might assign a cost for the use of water of reservoirs, which may lead to hydroelectric generation not necessarily being the lowest marginal cost. The cost of thermal generation does not depend on hydrological conditions but instead on international commodity prices for LNG, coal, diesel and fuel oil.

Spot prices primarily depend on hydrological conditions and commodity prices. Under most circumstances, abundant hydrological conditions lower spot prices while dry conditions normally increase prices. Spot market prices affect us because we purchase electricity in the spot market in case that we have deficits between our contracted energy sales and our generation, and we sell electricity in the spot market if we have electricity surpluses.

There are many other factors that may affect operating income, including the level of contracted sales, purchases/sales in the spot electricity market, commodity prices, energy demand, technical and unforeseen problems that can affect the availability of our thermal plants, plant locations in relation to urban demand centers, and transmission system conditions, among others.

Hydrological conditions do not have an isolated effect but need to be evaluated in conjunction with other factors to better understand the impact on our operating results.

Argentina is a controlled market, with a defined remuneration scheme and no energy and commodity trading. Market prices are unrelated to hydrological conditions or commodity prices. There is no electricity market since free bilateral trading has been suspended. As a consequence, El Chocón sells most of its energy to the market operator at the regulated price, which is not affected by hydrological conditions and its results depend mainly on the amount of electricity it generates. In 2015, El Chocón’s generation increased, resulting in a higher operating income than during the same period in 2014, primarily as a result of better hydrological conditions in the Comahue region. Hydrological conditions were better during 2014 than 2013 for El Chocón but because of the devaluation of the Argentine peso in relation to the Chilean peso, operating income was similar to that in 2013. Costanera is a thermal plant, so its operating results depend on its own thermal generation.

In Colombia, hydrological conditions in 2015 and 2014 were influenced by El Niño phenomenon which resulted in drought conditions for the whole system with very high spot prices. However, hydrological conditions affecting our Guavio hydroelectric plant were wet, allowing Emgesa to compensate for the lower hydroelectric generation of its other hydroelectric plants affected by the drought in 2015. In 2014, Emgesa increased its hydroelectric generation compared to 2013. In 2015 and 2014, Emgesa increased its contracted sales and was able to sell its surpluses on the spot market at higher prices, positively affecting Emgesa’s operating income in both years. Operating income was negatively affected by the devaluation of the Colombian peso in relation to the Chilean peso in 2015, and positively by its appreciation in 2014.

In Peru, since 2013, hydrological conditions have been better than the historical average, allowing slightly higher hydroelectric generation, which combined with a drop in commodity prices, the slowing economic growth rate and delays in mining projects, has resulted in electricity oversupply, and even lower spot prices. In 2015, Edegel generated more energy than its contracted sale requirements, despite a decrease in its thermal generation, due to the lower demand of one of its main mining customers. Edegel’s energy surplus is sold on the spot market at a lower price, with negative impact on operating income, which was partially offset by appreciation of the Peruvian sol in relation to the Chilean peso in 2015. Operating income in 2014 was higher than in 2013, mainly due to higher physical sales to regulated customers and being able to purchase energy on the spot market at lower prices

 

b. Selective Regulatory Developments

The regulatory framework governing our businesses in the countries in which we have investments has a material effect on our operating results. In particular, regulators set energy prices in the generation business

 

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taking into consideration factors such as fuel costs, reservoir levels, exchange rates, future investments in installed capacity and demand growth, all of which are intended to allow our companies to earn a regulated level of return on their investments and guarantee service quality and reliability. The earnings of our electricity combined entities are determined to a large degree by regulators, mainly through the tariff setting process.

In Argentina, the Argentine Secretary of Energy published Resolutions No. 95/2013, No. 529/2014 and No. 482/2015, which set forth a regulated remuneration schedule for generators. For additional information relating to the Argentine regulatory frameworks or the regulatory frameworks in the countries where we operate, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework.”

 

c. Economic Conditions

Macroeconomic conditions, such as changes in employment levels and inflation or deflation in the countries in which we operate may have a significant effect on our operating results. Macroeconomic factors, such as the variation of a local currency against the U.S. dollar, may impact our operating results, as well as our assets and liabilities, depending on the amounts denominated in U.S. dollars. For example, a devaluation of local currencies against the U.S. dollar increases the cost of capital expenditure plans. For additional information, see “Item 3. Key Information — D. Risk Factors— Foreign exchange risks may adversely affect our results and the U.S. dollar value of dividends payable to ADS holders.” and “— South American economic fluctuations may affect our results from operations and financial condition as well as the value of our securities.”

In order to determine whether Argentina could be qualified as a hyperinflationary economy, we have considered the behavior of historical and projected inflation, along with other indicators established in IAS 29, Financial Reporting in Hyperinflationary Economies. We have also taken into consideration various analyses and studies issued by international agencies such as the International Practices Task Force of the SEC Regulations Committee, which have suggested that Argentina is not currently a hyperinflationary economy. In addition, we have checked with our peers in Argentina and, in that context, have noted that publicly held Argentine companies which adopted IFRS have not introduced adjustments to reflect inflation since the date of their transition to IFRS. In brief, we have not observed objective verifiable data leading to a conclusion that the Argentine economy should be considered a hyperinflationary economy in accordance with the indicators set forth in IAS 29.

Local Currency Exchange Rate

Variations in the parity of the U.S. dollar and the local currency in each of the countries in which we operate may have an impact on our operating results and overall financial position. The impact will depend on the level at which tariffs are pegged to the U.S. dollar, U.S. dollar-denominated assets and liabilities and also the translation of financial statements of our foreign combined entities for combination purposes to the presentation currency, which is the Chilean peso.

As of December 31, 2015, our combined debt totaled Ch$ 1,117 billion, of which 82.1% was denominated in Colombian pesos, 14.3% in U.S. dollars, 2.7% in Argentine pesos and 0.9% in Peruvian soles.

 

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The following table sets forth the closing and average local currencies per U.S. dollar exchange rates for the years indicated:

 

     Local Currency U.S. Dollar Exchange Rates  
     2015      2014      2013  
     Average      Year End      Average      Year End      Average      Year End  

Argentina (Argentine pesos per U.S. dollar)

     9.25         13.04         8.11         8.55         5.48         6.52   

Brazil (Brazilian reais per U.S. dollar)

     3.34         3.90         2.35         2.66         2.16         2.34   

Colombia (Colombian pesos per U.S. dollar)

     2,748         3,149         1,997         2,392         1,870         1,927   

Peru (Peruvian soles per U.S. dollar)

     3.18         3.41         2.84         2.99         2.70         2.80   

Chile (Chilean pesos per U.S. dollar)

     654.66         710.16         570.40         606.75         495.18         524.61   

 

Sources: Central banks of each country.

For the year ended December 31, 2015, our revenues were Ch$ 1,303 billion, of which 59.8% was generated by operations in Colombia, 29.3% in Peru, 10.8% in Argentina and 0.3% in Chile (mainly from engineering services provided to our combined entities).

The appreciation or devaluation of a currency compared to the Chilean peso is calculated by dividing the average foreign currency’s U.S. Dollar Exchange rate by the average Chilean Peso U.S. Dollar Exchange Rate for the same year and comparing the result to the previous year using the same methodology.

The following table shows the appreciation or devaluation of 2015 versus 2014 and 2014 versus 2013. When their impacts are significant, they are disclosed and explained in the analysis of results of operations included below.

A positive value signifies that the foreign currency has appreciated with respect to the Chilean peso. A negative value signifies that the foreign currency has devaluated respect to the Chilean peso.

 

     2015/2014     2014/2013  

Argentine peso

     +0.8     -22.3

Brazilian real

     -19.1     +5.7

Colombian peso

     -16.5     +7.6

Peruvian sol

     +2.4     +9.6

Argentina

As a result of the Argentine economic crisis in the early 2000s and the significant governmental intervention in the electricity sector in 2002, we have not received dividends from our Argentine combined entities, Costanera and El Chocón, since 2000 and 2012, respectively. In 2011, we recognized a Ch$ 5.4 billion goodwill impairment charge for Costanera. Additional economic deterioration of Argentina, or of our combined entities that operate in that country, is not expected to have any material effect on our financial and operating results.

Our Argentine operations do not affect our combined liquidity. Our Argentine cash and cash equivalents were Ch$ 12.5 billion as of December 31, 2015, which represents 11.2% of our total cash and cash equivalents. Of the total Argentine cash and cash equivalents, 95.3% is denominated in local currency, and the remaining 4.7% is denominated in U.S. dollars. Our Argentine other financial liabilities, current and non-current was Ch$ 69.0 billion as of December 31, 2015, representing 6.2% of our total debt. Of the total Argentine debt, 42.9% is denominated in local currency, and the remaining 57.1% is denominated in U.S. dollars. The currency translation effect of converting the statements of comprehensive income from the Argentine peso to the Chilean peso led to a 1.6% increase in the amount of Chilean pesos in 2015 compared to 2014.

 

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A default by any of our Argentine combined entities on their indebtedness would not materially affect us, since we, on a stand-alone basis, do not have any debt agreements that includes cross default provisions that could be triggered by any Argentine or any other non-Chilean combined entity’s default.

In Argentina, generators’ tariffs are regulated based on defined fixed and variable remuneration. Due to tariff controls, revenues of electric utility companies do not always cover their operating costs. Argentine authorities have created a new mechanism to improve the financial situation of these companies in recognition that their performance is directly related to the regulatory framework.

 

d. Critical Accounting Policies

Critical accounting policies are defined as those that reflect significant judgments and uncertainties which would potentially result in materially different results under different assumptions and conditions. We believe that our most critical accounting policies with reference to the preparation of our combined financial statements under IFRS are those described below.

For further detail of the accounting policies and the methods used in the preparation of the combined financial statements, see Notes 2 and 3 of the Notes to our combined financial statements

Impairment of Long-Lived Assets

During the year, and principally at year end, we evaluate whether there is any indication that an asset has become impaired. Should any such indication exist, we estimate the recoverable amount of that asset to determine, where appropriate, the amount of impairment. In the case of identifiable assets that do not generate cash flows independently, we estimate the recoverability of the cash generating unit to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of cash generating units to which goodwill or intangible assets with an indefinite useful life have been allocated, a recoverability analysis is performed routinely at each period end.

The recoverable amount is the greater of (i) the fair value less the cost needed to sell the asset and (ii) the value in use. “Value in use” is defined as the present value of the estimated future cash flows. In order to calculate the recoverable value of property, plant and equipment, goodwill and intangible assets, that form part of a cash generating unit, we use value in use criteria in nearly all cases.

To estimate the value in use, we prepare future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of cash generating units’ revenues and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates, between 3.1% and 11.1%, which are not increasing nor do they exceed the average long-term growth rates for the particular sector and country.

These cash flows are discounted at a given pre-tax rate in order to calculate their present value. This rate reflects the cost of capital of the business and the geographical area in which the business is conducted. The discount rate is calculated taking into account the current time value of money and the risk premiums generally used by market participants for the specific business activity and the country involved.

 

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The pre-tax nominal discount rates applied in 2015, 2014 and 2013 are as follows:

 

          Year ended December 31,  
          2015      2014      2013  

Country

   Currency    Minimum      Maximum      Minimum      Maximum      Minimum      Maximum  
          (in %)  

Argentina

   Argentine peso      34.5%         39.4%         37.2%         38.9%         42.0%         44.4%   

Brazil

   Brazilian reais            9.7%         22.7%         9.0%         18.8%   

Colombia

   Colombian peso      15.1%         13.3%         14.2%   

Peru

   Peruvian sol      11.3%         12.6%         11.8%         12.3%   

If the recoverable amount is less than the net carrying amount of the cash generating unit, the corresponding impairment loss provision is recognized for the difference, and charged to “Reversal of impairment loss (impairment loss) recognized in profit or loss” in the combined statement of comprehensive income.

Impairment losses recognized for an asset in prior periods are reversed when its estimated recoverable amount changes, increasing the asset’s value with a credit to earnings, limited to the asset’s carrying amount if no adjustment had occurred. In the case of goodwill, any adjustments made are not reversible.

Litigation and Contingencies

We are currently involved in certain legal and tax proceedings. As discussed in Note 20 of the Notes to our combined financial statements as of December 31, 2015, we have estimated the probable outflows of resources for resolving these claims to be Ch$ 5.5 billion. We have reached this estimate after consulting our legal and tax advisors who are defending us in these matters and after an analysis of potential results, assuming a combination of litigation and settlement strategies.

Hedge Revenues Directly Linked to the U.S. Dollar

We have established a policy to hedge the portion of our revenues directly linked to the U.S. dollar by obtaining financing in U.S. dollars. Exchange differences related to this debt, as they are cash flow hedge transactions, are charged net of taxes to an equity reserve account that forms part of Other Comprehensive Income and recorded as income during the period in which the hedged cash flows are realized. This term has been estimated at ten years.

This policy reflects a detailed analysis of our future U.S. dollar revenue streams. Such analysis may change in the future due to new electricity regulations limiting the amount of cash flows tied to the U.S. dollar.

Pension and Post-Employment Benefit Liabilities

We have various defined benefit plans for our employees. These plans pay benefits to employees at retirement and use formulas based on years of service and the compensation of the participants. We also offer certain additional benefits for particular retired employees.

The liabilities shown for the pensions and post-employment benefits reflect our best estimate of the future cost of meeting our obligations under these plans. The accounting applied to these defined benefit plans involves actuarial calculations which contain key assumptions including employee turnover, life expectancy, retirement age, discount rates, the future level of employee compensation and benefits, the claims rate under medical plans, and future medical costs. These assumptions change as economic and market conditions vary and any change in any of these assumptions could have a material effect on the reported results from operations.

The effect of an increase of one percentage in the discount rate used to determine the present value of the post-employment defined benefits would decrease the liability by Ch$ 1.8 billion, Ch$ 2.1 billion and Ch$ 3.0

 

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billion as of December 31, 2015, 2014, and 2013, respectively; and the effect of a decrease of one percentage in the rate used to determine the present value of the post-employment defined benefits would increase the liability by Ch$ 2.3 billion, Ch$ 2.5 billion and Ch$ 3.5 billion as of December 31, 2015, 2014 and 2013, respectively.

Recent Accounting Pronouncements

Please see Note 2.2 of the Notes to our combined financial statements for additional information regarding recent accounting pronouncements.

 

2. Analysis of Results of Operations for the Years Ended December 31, 2015 and 2014

Combined Revenues

The following table sets forth the revenues by geographical location, as a percentage of total combined revenues for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015      2014  
     (as a % of total)  

Argentina

     10.8         8.7   

Colombia

     59.8         62.0   

Peru

     29.3         29.1   

Chile(1)

     0.3         0.4   

Intercompany transaction adjustments(1)

     (0.2      (0.2
  

 

 

    

 

 

 

Total combined net revenues

     100         100   
  

 

 

    

 

 

 

 

(1) We consider our revenues from operations in Chile and that are not related to the electricity generation business to be immaterial and believe that they do not affect the analysis of our combined financial statements. Revenues that are not related to the electricity generation business come mainly from engineering services provided to our combined entities in Argentina and Peru.

The following tables set forth our revenues from operations, physical energy sales and generation (expressed in GWh) by geographical location, in each case for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  

Revenues

   2015      2014      Change      Change  
     (in millions of Ch$)      (in %)  

Argentina

     140,399         105,265         35,134         33.4   

Colombia

     778,756         753,373         25,383         3.4   

Peru

     382,452         353,795         28,657         8.1   

Chile

     4,082         5,161         (1,079      (20.9

Combined adjustment

     (2,574      (2,035      (539      (26.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net revenues

     1,303,115         1,215,559         87,556         7.2   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Year ended December 31,  

Energy Sales

   2015      2014      Change      Change  
     (in GWh)      (in %)  

Argentina

     11,968         10,442         1,526         14.6   

Colombia

     16,886         15,773         1,113         7.1   

Peru

     8,633         9,320         (687      (7.4
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     37,488         35,535         1,953         5.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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     Year ended December 31,  

Generation

   2015      2014      Change      Change  
     (in GWh)      (in %)  

Argentina

     11,405         9,604         1,801         18.8   

Colombia

     13,705         13,559         146         1.1   

Peru

     8,218         8,609         (391      (4.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     33,328         31,772         1,556         4.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues from operations in Argentina grew by 33.4%, or Ch$ 35.1 billion, in 2015. This increase was explained by Ch$ 25.7 billion greater revenues in Costanera compared to 2014, comprised of Ch$ 8.8 billion due to tariff increases related to Resolution No. 482/2015, Ch$ 5.6 billion due to 1,195 GWh higher thermal dispatch, and Ch$ 3 billion related to its combined-cycle availability contracts executed with the Secretary of Energy. In addition, El Chocón’s revenues increased by Ch$ 9.8 billion, mostly due to Ch$ 7.6 billion related to 607 GWh higher hydroelectric dispatch because of improved hydrological conditions and Ch$ 2.6 billion attributable to higher tariffs related to Resolution No. 482/2015.

Revenues from operations in Colombia grew by 3.4%, or Ch$ 25.4 billion in 2015, due to Ch$ 60.2 billion higher physical sales of 1,113 GWh, mainly contracted sales, and Ch$ 90.2 billion increase related to higher sales price on the spot market as a result of drought caused by El Niño phenomenon. These increases were partially offset by a Ch$ 124.1 billion loss due to the devaluation of Colombian peso in relation to the Chilean peso, which resulted in a 16.5% decline in terms of Chilean peso in 2015 as compared to 2014.

Revenues from operations in Peru grew by 8.1%, or Ch$ 28.7 billion in 2015, due to the appreciation of Peruvian sol in relation to the Chilean peso resulted in a 2.4% increase in revenues, or Ch$ 52.8 billion compared to 2014. This was partly offset by a Ch$ 19.1 billion decrease from 687 GWh lower physical sales by primarily to distribution companies, and a Ch$ 4.8 billion decrease due to lower spot prices because of lower demand.

Combined Operating Costs

Combined operating costs consist primarily of energy purchases from third parties, fuel consumption, depreciation, amortization and impairment losses, maintenance costs, tolls paid to transmission companies, employee salaries and administrative and selling expenses.

The following table sets forth our combined operating costs in Chilean peso, and as a percentage of total combined operating costs for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015      2014  
    

(in millions

of Ch$)

     (in %)     

(in millions

of Ch$)

     (in %)  

Energy purchases

     181,642         24.5         108,349         18.3   

Fuel consumption

     140,546         18.9         100,755         17.0   

Transportation costs

     104,202         14.1         103,553         17.5   

Other raw materials and combustibles

     55,357         7.5         56,584         9.5   

Other expenses(1)

     73,291         9.9         60,036         10.1   

Employee benefit expense and other(1)

     73,291         9.9         57,341         9.7   

Depreciation, amortization expense and impairment losses(1)

     113,219         15.3         105,894         17.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Operating Costs

     741,548         100.0         592,512         100.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Corresponds to selling and administration expenses

 

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The table below sets forth our operating costs (excluding selling and administrative expenses) by geographical location for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015      2014      Change      Change  
     (in millions of Ch$)      (in %)  

Argentina

     9,172         15,204         (6,032      (39.7

Colombia

     321,529         220,303         101,226         45.9   

Peru

     151,046         133,735         17,311         12.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     481,747         369,242         112,505         30.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

In Argentina, operating costs decreased by Ch$ 6.0 billion or 39.7% compared to 2014. This decline was comprised of Ch$ 2.3 billion in Costanera and Ch$ 2.2 billion in El Chocón due lower energy purchases because of the termination of sale contracts, which were not renewed according to current regulation.

In Colombia, operating costs increased by Ch$ 101.2 billion or 45.9% in 2015, mainly attributable to Ch$ 95.2 billion higher energy purchases due higher spot prices, which in turn was as a result of the drought, and Ch$ 35.4 billion related to 550 MWh higher thermal generation. These increases were partially offset by a Ch$ 36.5 billion gain due to the devaluation of the Colombian peso in relation to the Chilean peso.

In Peru, operating costs increased by Ch$17.3 billion or 12.9%, in 2015 as compared to 2014, mainly due to a Ch$ 20.0 billion higher cost related to the appreciation of the Peruvian sol in relation to the Chilean peso. This increase was partially offset by a Ch$ 2.8 billion decrease related to lower spot prices.

Combined Selling and Administrative Expenses

Combined selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses and office materials and supplies.

The following table sets forth our combined selling and administrative expenses, as a percentage of total combined selling and administrative expenses, for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
         2015              2014      
     (in %)  

Selling and Administrative Expenses as a Percentage of Total Selling and Administrative Expenses

     

Other expenses

     28.2         26.9   

Employee benefit expense and other

     28.2         25.7   

Depreciation, amortization expense and impairment losses

     43.6         47.4   
  

 

 

    

 

 

 

Total

     100.0         100.0   
  

 

 

    

 

 

 

 

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The following table sets forth our selling and administrative expenses by geographical location for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015      2014      Change      Change  
     (in millions of Ch$)      (in %)  

Combined selling and administrative expenses

           

Argentina

     83,942         62,106         21,836         35.2   

Colombia

     84,362         83,538         824         1.0   

Peru

     91,750         78,902         12,848         16.3   

Chile

     2,320         760         1,560         n/a   

Combined adjustments

     (2,574      (2,035      (539      26.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total combined selling and administrative expenses

     259,800         223,271         36,529         16.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

Selling and administrative expenses increased by Ch$ 36.5 billion, or 16.4%, during 2015 compared to 2014, mainly as explained below.

In Argentina, selling and administrative expenses increased by Ch$ 21.8 billion or 35.2% primarily due to higher payroll expenses of Ch$ 12.8 billion following increases in the workforce and in wages and benefits during 2015 and higher depreciation and amortization expenses of Ch$ 5.5 billion.

In Peru, selling and administrative expenses increased by Ch$ 12.8 billion or 16.3% mainly due to higher depreciation and amortization expenses of Ch$ 3.8 billion and Ch$ 3.5 billion of impairment losses due to Ch$ 4.7 billion attributable to the impairment of debt in 2015.

Combined Operating Margin

The following table sets forth our operating margin by geographical location for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015      2014  
     (in %)  

Operating margin

     

Argentina

     33.7         26.6   

Colombia

     47.9         59.7   

Peru

     36.5         39.9   
  

 

 

    

 

 

 

Total combined operating margin

     43.1         51.3   
  

 

 

    

 

 

 

Our combined operating margin, or combined operating income as a percentage of combined total revenues, decreased to 43.1% as of December 31, 2015 as compared to 51.3% for 2014.

This was due to lower operating margins in Colombia and Peru, partially offset by higher operating margins in Argentina. Operating margin in Argentina improved from 26.6% to 33.7% mainly as a consequence of higher tariffs related to Resolution No. 482/2015 and higher dispatch. The lower operating margin in Colombia was due to the higher increase of operating costs of 33.6% in comparison to the increase of 3.4% of revenues, mainly related to devaluation of the Colombian peso in relation to the Chilean peso. The operating margin in Peru decreased from 39.9% to 36.5% mainly due its 14.2% increase in total operating costs in contrast with the increase of its revenues of 8.1%.

 

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Combined Operating Income

The following table summarizes operating income by geographical location for the years 2015 and 2014:

 

     Year ended December 31,  
     2015      2014      Change      Change  
     (in millions of Ch$)      (in %)  

Operating income

           

Argentina

     47,284         27,955         19,329         69.1   

Colombia

     372,865         449,533         (76,668      (17.1

Peru

     139,656         141,158         (1,502      (1.1

Chile

     1,762         4,401         (2,639      (60.0
  

 

 

    

 

 

    

 

 

    

 

 

 

Total combined operating income

     561,567         623,047         (61,480      (9.9
  

 

 

    

 

 

    

 

 

    

 

 

 

Combined Other Results

The following table shows our combined other results for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Financial results

        

Financial income

     59,300        93,968        (34,668     (36.9

Financial costs

     (87,794     (65,211     (22,583     34.6   

Foreign currency exchange gains (losses), net

     96,181        (20,193     116,374        n/a   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     67,687        8,564        59,123        n/a   

Others

        

Share of the profit of associates and joint ventures accounted for using the equity method

     38,680        61,598        (22,918     (37.2

Gain from other investments

     —          668        (668     n/a   

Gain (loss) from the sale of assets

     (509     82        (591     n/a   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     38,171        62,348        (24,177     (38.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Combined Other results

     105,858        70,912        34,946        49.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial Results

Our net financial results in 2015 was a profit of Ch$ 67.7 billion a Ch$ 59.1 billion increase compared to 2014. This improvement was mainly explained by a Ch$ 116.4 billion gain mainly due to a positive foreign currency exchange differences related to accounts receivable denominated in U.S. Dollars from the Vuelta de Obligado thermal plant (“VOSA”); of Ch$ 124.8 billion. This plant was financed through the contribution of outstanding debts of CAMMESA owed to our Argentine combined entities. These contributions were returned with interest according to the agreement (recorded as a financial income as explained below) and recognized in U.S. dollars, considering the exchange rate existing as of the date on which the agreement was signed. In December 2015, a technical report confirmed that the gas plant passed all operational tests; therefore, we accounted for the effects of the dollarization of the receivables based on the current exchange rate between the Argentine peso and the U.S. Dollar.

This was partially offset by (i) Ch$ 34.7 billion lower financial income mainly due to Ch$ 84.5 billion due to a non-recurring income recognized in 2014 because of the renegotiation of the terms of Costanera’s debt with Mitsubishi Corporation (“MC”) in October 2014, partially offset by Ch$ 41.6 billion higher interest accrued in accounts receivable from VOSA and (ii) Ch$ 22.6 billion higher financial costs because of greater debt of Costanera with CAMMESA of Ch$ 14.8 billion.

 

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Others

Our share of the net profits (loss) of associates and joint ventures accounted for using the equity method totaled Ch$ 38.7 billion for 2015, a 37.2% or Ch$ 22.9 billion decrease compared to 2014. This decrease was mainly a result of Ch$ 25.7 billion reduction in net profit from Enel Brasil primarily related to the distribution business.

Combined Income Tax expenses

Combined income tax expenses was Ch$ 256.3 billion in 2015, a Ch$ 52.2 billion increase compared to 2014, mainly explained by Ch$ 53.1 billion higher expense in El Chocón due to improved financial results compared to the previous year due to the dollarization of the accounts receivable from VOSA.

The combined effective tax rate was 38.4% in 2015 and 29.4% in 2014. mainly as result of higher taxes due to the devaluation of the Chilean peso in terms of U.S. dollar and in corporate taxe rate in Colombia.

Combined Net Profit

The following table sets forth our combined profit before income tax expenses, income tax expenses and net income for the year ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015      2014      Change      Change  
     (in millions of Ch$)      (in %)  

Profit before income tax expenses

     667,425         693,959         (26,534      (3.8

Income tax expenses

     (256,249      (204,051      (52,198      (25.6

Net profit

     411,176         489,908         (78,732      (16.1

Net profit attributable to the parent company

     180,532         220,155         (39,623      (18.0

Net profit attributable to non-controlling interests

     230,643         269,753         (39,110      (14.5

 

3. Analysis of Results of Operations for the Years Ended December 31, 2014 and 2013

Combined Revenues

The following table sets forth the revenues by geographical location, as a percentage of total combined revenues for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013  
     (as a % of total)  

Argentina

     8.7         12.4   

Colombia

     62.0         60.5   

Peru

     29.1         26.8   

Chile

     0.4         0.3   

Combined adjustment

     (0.2      —    
  

 

 

    

 

 

 

Total combined revenues

     100         100   
  

 

 

    

 

 

 

 

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The tables below set forth our total revenues from operations, physical energy sales and generation (expressed in GWh) by geographical location, in each case for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  

Revenues

   2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Argentina

     105,265         131,443         (26,178      (19.9

Colombia

     753,373         639,504         113,869         17.8   

Peru

     353,795         283,806         69,989         24.7   

Chile

     5,161         3,102         2,059         66.4   

Combined adjustment foreign combined entities

     (2,035      (461      (1,574      n/a   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net revenues

     1,215,559         1,057,395         158,164         15.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Year ended December 31,  

Energy Sales

   2014      2013      Change      Change  
     (in GWh)      (in %)  

Argentina

     10,442         12,354         (1,912      (15.5

Colombia

     15,773         16,090         (317      (2.0

Peru

     9,320         8,904         416         4.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     35,535         37,348         (1,813      (4.9
  

 

 

    

 

 

    

 

 

    

 

 

 
     Year ended December 31,  

Generation

   2014      2013      Change      Change  
     (in GWh)      (in %)  

Argentina

     9,604         10,840         (1,236      (11.4

Colombia

     13,559         12,748         811         6.4   

Peru

     8,609         8,391         218         2.6   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     31,772         31,979         (207      (0.6
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues from operations in Argentina decreased 19.9%, or Ch$ 26.2 billion, in 2014, mainly as a result of the devaluation of the Argentine peso in relation to the Chilean peso, which led to a 22.3% decrease, or Ch$ 23 billion, in 2014 when compared to 2013, partially offset by the impact of Resolution No. 529/2014 that updated tariffs and increased El Chocón’s revenues by Ch$ 1.5 billion. Costanera’s revenues also increased by Ch$ 1.5 billion related to its combined-cycle availability contract executed with the Secretary of Energy.

Total revenues from operations in Colombia increased by Ch$ 113.9 billion, or 17.8%, in 2014, mainly due to Ch$ 65 billion increase in energy sale revenues mainly due to higher spot price because of the drought and the appreciation of the Colombian peso in relation to the Chilean peso, which in both periods resulted in a 7.6% increase in terms of Chilean peso, or Ch$ 48 billion higher revenues in 2014 when compared to 2013.

Revenues from operations in Peru grew by 24.7%, or Ch$ 70.0 billion in 2014, mainly due to a 13.6% increase in electricity sales as a consequence of 417 GWh higher physical sales, amounting to Ch$ 43 billion and a Ch$ 27 billion increase as result of the appreciation of Peruvian sol in relation to the Chilean peso which resulted in a 9.6% increase in terms of Chilean peso when compared to 2013.

Combined Operating Costs

Combined operating costs consist primarily of energy purchases from third parties, fuel consumption, depreciation, amortization and impairment losses, maintenance costs, tolls paid to transmission companies, employee salaries and administrative and selling expenses.

 

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The following table sets forth our combined operating costs in Chilean pesos and, as a percentage of total combined operating costs for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013  
    

(in millions

of Ch$)

     (in %)     

(in millions

of Ch$)

     (in %)  

Energy purchases

     108,349         18.3         113,258         20.8   

Fuel consumption

     100,755         17.0         96,237         17.7   

Transportation costs

     103,553         17.5         84,159         15.5   

Other raw materials and combustibles

     56,584         9.5         42,324         7.8   

Other expenses(1)

     60,036         10.1         52,541         9.7   

Employee benefit expense and other(1)

     57,341         9.7         51,793         9.5   

Depreciation amortization expense and impairment losses(1)

     105,894         17.9         103,577         19.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Combined Operating Costs

     592,512         100.0         543,889         100.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Corresponds to selling and administration expenses

The table below sets forth our combined operating costs (excluding selling and administrative expenses) by geographical location for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Argentina

     15,204         36,479         (21,275      (58.3

Colombia

     220,303         204,419         15,884         7.8   

Peru

     133,735         95,080         38,655         40.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     369,242         335,978         33,264         9.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

In Argentina, operating costs decreased by 58.3% or Ch$ 21.3 billion in 2014, mainly due to an 18.2% decline in energy generation in Costanera which in turn reduced its procurement and service costs by Ch$ 17.5 billion. Additionally, El Chocón’s physical electricity generation increased 13.6% resulting in a reduction in energy purchases by Ch$ 3.8 billion.

In Colombia, operating costs in the generation business increased by 7.8% or Ch$ 15.8 billion in 2014 primarily due to a Ch$ 16.1 billion, increase in other variable procurement and service costs as a consequence of expenses related to environmental royalties and other technical support services.

In Peru, operating costs increased by 40.7% or Ch$ 38.7 billion, due to a Ch$ 14.0 billion higher fuel costs as a consequence of a 6.5% higher thermal generation as a result of the unavailability of some relevant generation units of the Peruvian system during the year, Ch$ 13.4 billion higher energy purchases in the spot market and Ch$ 12.1 billion higher transportation costs related to higher toll costs.

Combined Selling and Administrative Expenses

Combined selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses and office materials and supplies.

 

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The following table sets forth our combined selling and administrative expenses, as a percentage of total combined selling and administrative expenses, for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
         2014              2013      
     (in %)  

Selling and Administrative Expenses as a Percentage of Total Selling and Administrative Expenses

  

Other expenses

     26.9         25.3   

Employee benefit expense and other

     25.7         24.9   

Depreciation and amortization expense and impairment losses

     47.4         49.8   
  

 

 

    

 

 

 

Total

     100.0         100.0   
  

 

 

    

 

 

 

The following table sets forth our selling and administrative expenses by geographical location for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Selling and administrative expenses

           

Argentina

     62,106         60,036         2,070         3.4   

Colombia

     83,538         71,091         12,447         17.5   

Peru

     78,902         76,535         2,367         3.1   

Chile

     760         709         51         7.2   

Combined adjustments

     (2,035      (461      (1,574      n/a   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total combined selling and administrative expenses

     223,271         207,911         15,360         7.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

Selling and administrative expenses increased by Ch$ 15.4 billion in 2014.

In Colombia, selling and administrative expenses increased by Ch$ 12.4 billion, mainly as a result of Ch$ 7.0 billion higher charges of depreciation, amortization and impairment losses and Ch$ 4.3 billion higher other fixed operating and higher payroll expenses related to the El Quimbo project. In Argentina, selling and administrative expenses rose by Ch$ 2.1 billion, primarily due to higher payroll expenses mostly due to salary increases during the year.

Combined Operating Margin

The following is our combined operating margin by geographical location for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013  
     (in %)  

Operating margin

     

Argentina

     26.6         26.6   

Colombia

     59.7         56.9   

Peru

     39.9         39.5   
  

 

 

    

 

 

 

Total combined operating margin

     51.3         48.6   
  

 

 

    

 

 

 

Our combined operating margin, or combined operating income as a percentage of revenues, a measure of efficiency, increased to 51.3% in 2014 from 48.6% in 2013, mainly due to higher operating margins in Colombia.

 

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The Colombian improvement in efficiency was mainly a result of Ch$ 113.9 billion increase in revenues due to higher average sale prices, coupled with decreased operating costs of Ch$ 15.9 billion due to greater hydroelectric generation.

Combined Operating Income

The following table sets forth our combined operating income by geographical location for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Operating income

           

Argentina

     27,955         34,928         (6,973      (20.0

Colombia

     449,533         363,993         85,540         23.5   

Peru

     141,158         112,192         28,966         25.8   

Chile

     4,401         2,393         2,008         83.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total combined operating income

     623,047         513,506         109,541         21.3   
  

 

 

    

 

 

    

 

 

    

 

 

 

Combined Other Results

The following table sets forth our combined other results for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Financial results

        

Financial income

     93,968        15,137        78,831        n/a   

Financial costs

     (65,211     (66,695     1,484        2.2   

Foreign currency exchange , net

     (20,193     (11,577     (8,616     (74.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     8,564        (63,135)        71,699        113.6   

Other

        

Share of the profit or loss of investments accounted for using the equity method

     61,598        95,038        (33,440     (35.2

Gain from other investments

     668        726        (58     (7.9

Gain from the sale of assets

     82        118        (36     (30.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     62,348        95,882        (33,534     (35.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Total combined other results

     70,912        32,747        38,165        116.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial Results

Our net financial results in 2014 was a gain of Ch$ 8.6 billion compared to an expense of Ch$ 63.1 billion in 2013. This improvement was mainly due to a Ch$ 84.5 billion non-recurrent increase in financial income primarily as a result of renegotiating of the terms of Costanera’s debt with Mitsubishi Corporation (“MC”) in October 2014, which resulted in US$ 107 million in higher financial income. In accordance with the terms, MC forgave accrued interest of US$ 66 million as of September 30, 2014.

Share of the profit or loss of investments accounted for using the equity method

Our share of the net profits of investments accounted for under the equity method totaled Ch$ 61.6 billion as of December 2014, a 35.2% decrease compared to 2013. This decrease was mostly explained by Ch$ 32.2 billion lower net profit from Enel Brasil due to reduced distribution and generation profits as result of the drought that has affected Brazil since 2012.

 

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Combined Income Tax

Combined income tax expenses increased by 21.5%, to Ch$ 204.1 billion, when compared to 2013, as a result of increased tax base in Colombia of Ch$ 11.5 billion and Ch$ 14.3 billion higher deferred taxes in Argentina related to Costanera’s debt renegotiation with MC.

The effective tax rate was 29.4% in 2014 and 30.7% in 2013. The decrease is mainly explained by the higher benefits in Colombia due to tax credit for properties, plants and equipment.

Combined Net Profit

The following table sets forth our combined profit before tax, income tax and net income for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Combined Profit before tax

     693,959         546,252         147,707         27.0   

Income tax expense

     (204,051      (167,912      (36,139      21.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Combined Net profit

     489,908         378,340         111,568         29.5   

Net profit attributable to the parent company

     220,155         180,784         39,371         21.8   

Net profit attributable to non-controlling interests

     269,753         197,557         72,196         36.5   

 

B. Liquidity and Capital Resources.

The following discussion of cash sources and uses reflects the key drivers of our cash flow.

We, on a stand-alone basis, receive cash inflows from our foreign combined entities, as well as from related companies outside of Chile. Foreign combined entities and associates’ cash flows may not be available to satisfy our own liquidity needs, mainly because they are not wholly-owned, and because there is a time lag before we have effective access to those funds through dividends or capital reductions. Our current liabilities exceeded our current assets by Ch$ 395 billion as of December 31, 2015 and by Ch$ 199.3 billion as of December 31, 2014. These amounts do not represent material working capital deficits. However, we believe that cash flow generated from our combined entities’ business operations, as well as cash balances, borrowings from commercial banks and related companies, and ample access to capital markets are sufficient to satisfy all of our needs for working capital, expected debt service, dividends and planned capital expenditures in the foreseeable future.

We have the following economic interests in our combined entities: 62.5% in our Peruvian combined entity, Edegel; 75.7% in our Argentine combined entity, Costanera; 65.4% in our Argentine combined entity, El Chocón; and 26.9% in our Colombian combined entity, Emgesa. We also hold 56.4% of Emgesa’s voting rights as a result of a transfer of voting rights from Enersis Américas and we have the right to appoint the majority of the Board members pursuant to a shareholders’ agreement. We therefore control Emgesa. For more information on our control and combination of Emgesa, see “— A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.” above.

 

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Set forth below is a summary of our combined cash flow information for the years ended December 31, 2015, 2014 and 2013:

 

     Year ended December 31,  
     2015     2014     2013  
     (in billions of Ch$)  

Net cash flows from (used in) operating activities

     473        568        395   

Net cash flows from (used in) investing activities

     (233     (137     (119

Net cash flows from (used in) financing activities

     (431     (394     (218
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of exchange rates changes

     (191     38        59   

Effects of exchange rate changes on cash and cash equivalents

     5        (25     (4

Cash and cash equivalents at beginning of period

     298        286        231   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

     112        298        286   
  

 

 

   

 

 

   

 

 

 

For the year ended December 31, 2015, net cash flow from operating activities was Ch$ 473 billion, a decrease of Ch$ 95 billion, or 16.7%, compared to Ch$ 568 billion for the same period of 2014, primarily as a consequence of a increase in payments to suppliers for goods and services of Ch$ 100 billion mainly in Colombia, which contributed with Ch$ 100 billion, as a result of Ch$ 82 billion, or 102.2% higher energy purchases and an unfavorable translation effect of converting Colombian pesos into Chilean pesos, which resulted in a 16.5% decline in operating cash flows of our Colombian combined entity in Chilean pesos for 2015 as compared to 2014. Although Emgesa increased its physical sales by 1,113 GWh compared to 2014, and Argentina and Peru’s revenues rose by 33.4% and 8.1% respectively, these increases were not enough to offset the effect of the exchange rate that affected the Colombian peso, mainly because Colombian payments to suppliers represent 56.8% of Endesa Américas’ payments to suppliers. Additionally, the decrease of the net cash flow from operating activities was a result of an increase of Ch$ 14 billion in income taxes paid mainly in Colombia as a result of increased sales and an increase in other payments for operating activities of Ch$ 10 billion as a consequence of the registration of a wealth tax decree by the Colombian government of Ch$ 8 billion. This decrease was partially offset by an increase in other collections from operating activities of Ch$ 24 billion mainly in Peru related to the rental of hydraulic facilities to Egehuanza, an unrelated company (see “Item 5. Operating and Financial Review and Prospects — A. Operating Results.— 2. Analysis of Results of Operations for the Years Ended December 31, 2015 and 2014”).

For the year ended December 31, 2014, net cash flow from operating activities was Ch$ 568 billion, an increase of Ch$ 173 billion, or 43.6%, compared to net cash flow from operating activities of Ch$ 395 billion for 2013, primarily as a consequence of an increase in collections from the sale of goods and services of Ch$ 183 billion, comprised of Ch$ 122 billion from Colombia, mainly due to an increase in energy sales, as a consequence of 19.6% higher average sale prices and Ch$ 88 billion from Peru as a consequence of an 8.5% increase in the average electricity sales price expressed in Chilean pesos and a 4.7% increase in energy sales. This increase was partially offset by an increase of Ch$ 18 billion in income taxes paid, comprised of Ch$ 15.7 billion from Peru and Ch$ 5.4 billion from Colombia, in both cases as a consequence of increased energy sales (see “Item 5. Operating and Financial Review and Prospects — A. Operating Results.— 3. Analysis of Results of Operations for the Years Ended December 31, 2014 and 2013”).

For the year ended December 31, 2015, net cash used in investment activities was Ch$ 233 billion, compared to net cash used in investment activities of Ch$ 137 billion for 2014. The increase was mostly explained by the acquisition of property, plant and equipment of Ch$ 274 billion, principally at Emgesa mainly related to El Quimbo project, Central Costanera and El Chocón (see “Item 4. Information of the Company — A. History and Development of the Company — Investment, Capital Expenditures and Divestitures”). This was partially offset by proceeds from investments in time deposits with a maturity greater than 90 days of Ch$ 20 billion, collections from derivatives contracts of Ch$ 11 billion and interest received of Ch$ 9 billion.

 

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For the year ended December 31, 2014, net cash used in investment activities was Ch$ 137 billion, compared to net cash used in investment activities was Ch$ 119 billion for 2013. The increase was mostly due to the acquisition of property, plant and equipment of Ch$ 266 billion, mainly at Emgesa related to El Quimbo project and Edegel (see “Item 4. Information of the Company — A. History and Development of the Company — Investment, Capital Expenditures and Divestitures”) and investments in time deposits with a maturity greater than 90 days of Ch$ 20 billion. This was partially offset by proceeds from dividends classified as investment cash flow of Ch$ 126 billion, interest received of Ch$ 10 billion and collections from futures contracts, forward, options and swaps of Ch$ 8 billion.

For the year ended December 31, 2015, cash used for financing activities increased to Ch$ 431 billion from Ch$ 394 billion for 2014. The main drivers of this change are described below.

The aggregate cash outflows from financing activities were primarily due to:

 

    Ch$ 334 billion in dividend payments (including Ch$ 108 billion for Endesa Américas on a stand-alone basis, Ch$ 191 billion for Emgesa, excluding dividends paid to us, and Ch$ 34 billion for Generandes Perú, Edegel and Chinango, excluding dividends paid to us).

 

    Ch$ 320 billion of payments of loans and bonds (Ch$ 207 billion for Emgesa, Ch$ 92 billion for Edegel and Chinango, among others).

 

    Ch$ 94 billion of interest expense (including Ch$ 80 billion for Emgesa, Ch$ 8 billion for El Chocón and Costanera and Ch$ 6 billion for Edegel and Chinango, among others).

These outflows were offset by cash inflows primarily due to:

 

    Ch$ 290 billion in loans incurred by Emgesa.

 

    Ch$ 47 billion in loans incurred by Edegel and Chinango.

For the year ended December 31, 2014, cash used for financing activities increased to Ch$ 394 billion from Ch$ 218 billion for 2013. The main drivers of this change are described below.

The aggregate cash outflows from financing activities were primarily due to:

 

    Ch$ 274 billion in dividend payments (including Ch$ 90 billion for Endesa Américas on a stand-alone basis, Ch$ 153 billion for Emgesa, excluding dividends paid to us and Ch$ 31 billion for Edegel, excluding dividends paid to us).

 

    Ch$ 142 billion of net investment of parent companies.

 

    Ch$ 86 billion of payments of loans (including Ch$ 40 billion for Emgesa, Ch$ 25 billion for Edegel, Ch$ 10 billion for Chinango, among others).

 

    Ch$ 83 billion of interest expense (including Ch$ 66 billion for Emgesa, Ch$ 5 billion for El Chocón, Ch$ 7 billion for Edegel, among others).

These outflows were offset by cash inflows primarily due to:

 

    Ch$ 165 billion in bond issuances by Emgesa.

 

    Ch$ 28 billion in loans incurred by Edegel.

For a description of liquidity risks resulting from the inability of our combined entities to transfer funds, please see “Item 3. Key Information — D. Risk Factors— We depend in part on payments from our combined entities, jointly-controlled entities and associates to meet our payment obligations.”

 

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We coordinate the overall financing strategy of our controlled combined entities. Our operating combined entities independently develop capital expenditure plans and finance their capital expansion programs through internally generated funds or direct financings. We, on a stand-alone basis, have no legal obligations or other commitments to financially support our combined entities. We, on a stand-alone basis, also do not have any debt agreements that include cross default provisions that could be triggered by any Argentine or any other combined entity’s default and therefore we are not affected by a default by any combined entity. Our combined entities could be financed by us through intercompany loans. For information regarding our commitments for capital expenditures, see “Item 4. Information on the Company — A. History and Development of the Company — Investments, Capital Expenditures and Divestitures” and our contractual obligations table set forth below under “F. Tabular Disclosure of Contractual Obligations.”

Having stated our corporate policy in connection with the financial autonomy that we expect from our combined entities, we have in the recent past, and to a very limited extent, provided financial support in Argentina in the form of intercompany loans and capital contributions in which debt was capitalized. We have also guaranteed a loan with a third party for an immaterial amount. Most of the loans have been provided by our wholly-owned investment vehicle, Endesa Argentina S.A., using local funds such as dividends from other Argentine combined entities.

Additionally, information about our participation in Costanera’s 2013 capital increase can be found later in this section, and information regarding our structured loans to Costanera can be found in “Item 7— Major Shareholders and Related Party Transactions — B. Related Party Transactions.”

We believe that the level of such financial support is insignificant in the context of our combined financial statements taken as a whole. The fundamental drivers of such limited support are recent regulatory changes implemented by Argentine authorities, such as Resolution 95, 529 and 482, among others, and our expectation that our Argentine long-lived assets will eventually be appropriately recovered by free cash flows arising from new and more favorable electricity sector regulations.

To the extent there may be positive market signals regarding regulatory improvements which allow us to forecast favorable effects on our Argentine combined entities’ operating results, we may continue to evaluate additional, temporary and exceptional financial support (primarily in the form of intercompany loans) on a case by case basis, as described in this context.

We have American Depositary Shares listed and that trade on the NYSE and may, in the future, continue to access the international equity capital markets (including SEC-registered ADS offerings). We may also issue bonds in the United States (“Yankee Bonds”) depending on our liquidity needs.

The following table lists Emgesa’s bonds issued in the United States and the aggregate principal amount outstanding as of December 31, 2015. The bonds are denominated in Colombian pesos. The annual interest rate is 10.17%.

 

                   Coupon (inflation
-adjusted rate)
     Aggregate Principal Amount  

Issuer

   Term      Maturity         Issued      Outstanding  
                   (%)      (in billions of CP$)      (in billions of CP$)      (in billions of Ch$)(1)  

Emgesa

     10 years         January 2021         10.17         737         737         166   

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was CP$ 4.435 per Ch$ 1.00.

We will have access to the Chilean domestic capital markets, as well the markets of our combined entities in the four countries in which we have investments, where our combined entities have issued debt instruments including commercial paper and medium and long-term bonds that are primarily sold to pension funds, life insurance companies and other institutional investors.

 

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The following table lists local bonds issued by our combined entities that are outstanding as of December 31, 2015. We present aggregate information for each company. The maturity column for each company reflects the issuance with the longest maturity, and the coupon rate corresponds to the weighted average coupon of all issuances for each company.

 

Issuer

   Maturity      Coupon(1)      Aggregate Principal
Amount Outstanding
 
            (%)      (in billions of Ch$)  

Edegel

     January 2028         6.43         52   

Emgesa

     May 2030         11.21         530   
        

 

 

 

Total

           582   
        

 

 

 

 

(1) Many of the coupon rates are variable rates based on local indices, such as inflation. The table reflects the coupon rate taking into account each local index as of December 31, 2015.

We may also participate in the international commercial bank markets through syndicated senior unsecured loans, including both fixed term and revolving credit facilities.

We may also borrow from banks in the Chilean market under fully committed facilities and from uncommitted local bank facilities with approved lines of credit.

Our foreign combined entities also have access to uncommitted local bank facilities, for a total amount of Ch$ 122 billion, none of which are currently drawn.

We expect to be able to tap the Chilean commercial paper market under programs that need to be registered with the Chilean SVS. Finally, our foreign combined entities also have access to other types of financing, including governmental facilities, supplier credit and leasing, among others.

As of December 31, 2015, we, on a stand-alone basis, had no debt obligations and are therefore not affected by any covenants or events of default. As of December 31, 2015, and as of the date of this Report, our combined entities are in compliance with the financial covenants contained in our combined debt instruments with the exception of our Argentine combined entity, El Chocón, as described below.

For the quarters ended December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015, El Chocón did not comply with the interest coverage ratio test (EBITDA to interest expense) pursuant to a covenant requirement under a loan agreement with Standard Bank, Deutsche Bank and Itaú that matured and was paid in February 2016. If the lenders had decided to declare an event of default and accelerate the loan, the principal and interest would have become immediately due and payable under this facility. Because of cross-acceleration provisions of El Chocón’s other loans, additional debt would also have been accelerated and El Chocón would have been forced into bankruptcy. Payment defaults and bankruptcy proceedings of any Argentine or any other combined entity have no material financial effect on us as we, on a stand-alone basis, do not have any debt agreements that include cross default provisions that could be triggered by any Argentine or other combined entity’s default.

As is customary for certain credit and capital market debt facilities, a significant portion of our combined entities’ financial indebtedness is subject to cross default provisions. Each of the revolving credit facilities described above, have cross default provisions with different definitions, criteria, materiality thresholds, and applicability as to the combined entities that could give rise to a cross default.

With the exception of our Argentine combined entities, our companies have access to existing credit lines sufficient to satisfy all of their present working capital needs. Access to the capital markets on the part of our Argentine combined entities has been very limited due to the difficult financial situation still prevailing in

 

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Argentina (particularly in the utilities sector) since 2002, and, in general, higher risk associated with lending to Argentine utilities as a consequence of the regulatory framework. Nevertheless, the outlook has been changing since the election of the new government in November 2015. Notwithstanding these unusual circumstances, these combined entities were still able to refinance debt maturing in 2015.

Payment of dividends and distributions by our combined entities and affiliates represent an important source of funds for us. The payment of dividends and distributions by certain combined entities and affiliates are subject to legal restrictions, such as legal reserve requirements, and capital and retained earnings criteria, and other contractual restrictions. Legal counsel in the countries where our combined entities and affiliates operate have informed us of the current legal restrictions regarding the payment of dividends or distributions to us in the jurisdictions where such combined entities or affiliates are incorporated. We are currently in compliance with the legal restrictions, and therefore, they currently do not affect the payment of dividends or distributions to us. Certain credit facilities and investment agreements of our combined entities restrict the payment of dividends or distributions in certain special circumstances. For a description of liquidity risks resulting from our company status, see “Item 3. Key Information — D. Risk factors— We depend in part on payments from our combined entities, jointly-controlled entities and associates to meet our payment obligations.”

Our estimated capital expenditures for 2016 through 2020 amount to Ch$ 761 billion, of which Ch$ 573 billion are considered as non-discretionary investments. Maintenance capital expenditures are considered non-discretionary because we need to maintain the quality and operation standards required for our facilities, but we do have some flexibility regarding the timing for these investments. We also consider the investments in expansion projects as non-discretionary expenditures. We consider the remaining Ch$ 188 billion as discretionary capital expenditures. The latter includes expansion projects that are still under evaluation, in which case we would undertake them only if deemed profitable.

We do not currently anticipate liquidity shortfalls affecting our ability to satisfy the material obligations described in this Report. We expect to be able to refinance our combined indebtedness as it becomes due, fund our purchase obligations outlined previously with internally generated cash and fund capital expenditures with a mixture of internally generated cash and borrowings.

 

C. Research and Development, Patents and Licenses, etc.

None.

 

D. Trend Information.

Our business is comprised of electricity generation assets, with combined entities engaged primarily in the generation of electricity in Argentina, Colombia and Peru and equity method investments in Brazil engaged in the generation, transmission and distribution electricity assets. Our businesses are subject to a wide range of conditions that may result in significant variability in our earnings and cash flows from year to year.

Our net income is principally the result of operating income from our generation business, and non-operating income including primarily income arising from related companies accounted for under the equity method and foreign currency exchange rate effects.

Our combined operating income combines the results of operations in the three countries where we operate and is impacted by the combined effect of several factors, including our contracted electricity prices, prevailing hydrological conditions, the price of fuels used to generate thermal electricity, contracted obligations, generation mix, and electricity prices prevailing in the spot market, among others. The combined effect of many, and sometimes all, of these factors impacts our operating income, which can be more or less favorable from year to year. For example, for the year ended December 31, 2015, our operating income decreased by 9.9 % as compared to the same period in 2014 because of a better combination of these factors, as described in further detail in “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 2. Analysis of results of operations for the Years Ended December 31, 2015 and 2014.”

 

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One of the main drivers of our results of operations is our sale prices and energy costs. Generally, the quantity of electricity sold has been relatively stable over time, with increases reflecting economic and demographic growth. Our profits from contracted sales are driven by the ability to generate or buy electricity at a cost lower than the contracted price. However, the applicable price for sales and purchases for electricity sold and purchased in the spot market is much harder to predict because the spot generation price is influenced by many factors, which can differ in each of the countries where we operate. In general, abundant hydrological conditions lower spot prices while dry conditions increase them. However, our operating income may not be impacted even when we are required to buy at high prices in the spot market if our commercial policy is appropriately managed. Our goal is to have a conservative and well-balanced commercial policy on a country by country basis, which aims at controlling relevant variables, provides stability to profits, and mitigates our exposure to the volatility of the spot market by contracting sales of a significant portion of our expected electricity generation through long-term electricity supply contracts. Our optimal level of electricity supply commitments is one that allows us to protect ourselves against low marginal cost conditions, such as those existing during the rainy season, while still taking advantage of high marginal cost conditions, such as higher spot market prices during dry years. In order to determine the optimal mix of long-term contracts and sales in the spot market: (i) we project our aggregate generation taking into consideration our generation mix, the incorporation of new projects under construction and a dry hydrology scenario, (ii) create demand estimates using standard economic theory, and (iii) forecast the system’s marginal cost using proprietary stochastic models. This commercial policy is not applicable in Argentina, since contracted sales are immaterial and our margin is strongly dependent on the regulatory framework, as explained further below.

International prices for commodities such as fuel oil, coal and LNG also affect spot prices. Fuel prices affect our results since commodity prices directly impact generation costs of our thermal power plants, mainly in Peru. Commodity prices have materially decreased since the second half of 2014 and we expect that this trend will continue until the end of 2016, when oil prices are expected to begin increasing. This trend will likely lower our costs, especially in our Peruvian power plants, which are primarily thermal plants. Our costs also depend on other factors such as spot prices, generation mix, hydrology conditions and our contractual surpluses/deficits. Other factors that affect operating income include transmission costs incurred when delivering electricity from its source to end consumers. In Colombia and Peru, transmission costs are mostly passed through to the customers and mainly depend on physical sales. The transmission system charge is set by the regulator, and has tended to remain stable over time. In Argentina, the transmission cost is mainly assumed by the market operator; therefore, it does not significantly affect generators’ operating income.

This general framework applies to most of the countries where we operate, but there are some variations in some of these factors. In Argentina, the electricity market is highly regulated and electricity prices are determined by CAMMESA, which is the sole seller for the fuel needed for thermal generation operations. This implies that market agents will not be allowed to trade fuels and, as a result, fuel and commodity prices do not have a direct impact on our Argentine operations.

In Colombia, more than 85% of our installed capacity is hydroelectric and electricity prices are therefore significantly affected by hydrological conditions. For our Colombian operations, fuel and commodity prices are not relevant factors because electricity prices are indexed to the local consumer price index (Indice de Precios al Productor or “IPP”) and contracted obligations are committed for periods of three to four years, which enables us to weather short-term trends and better achieve our projected costs, thereby reducing market risk exposure. Colombian electricity prices are very volatile because of the energy trading activity, which is based on forecasts. For example, it could be affected by the expectation of El Niño’s arrival, which will increase prices (dry context). Our electricity supply contracts are not standardized and the terms and conditions of these contracts are individually negotiated. Typically, when these contracts are negotiated, we try to set the price at a premium over future expected spot prices in order to mitigate the risk of future spot price increases. However, the premium can vary substantially depending on a variety of conditions. During 2015, Emgesa used 554 kilotons of coal for its coal-fired plants, an increase of 26.1% compared to 2014, as a consequence of drier hydrological conditions in Colombia due to El Niño phenomenon. The local coal price has remained below the export price since high transportation costs make it difficult for domestic coal to compete in the export market. We expect this trend to continue in the Colombian coal

 

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market. In 2013, Emgesa entered into a fuel oil supply agreement with Esapetrol, in addition to the existing oil supply contracts with Petromil and Biomax. Therefore, we believe that Emgesa will have access to a reliable supply of fuel oil for the Cartagena power plant, which represents approximately 47% of our Colombian thermal capacity.

In Peru, we also have long-term supply contract, but for longer periods of between 10 to 20 years. The proportion of contracted sales with regulated customers (distributors) has increased in relation to the non-regulated customers. This allows us to have consistent prices for longer periods, which combined with our conservative commercial policy, provides for our profitability.

We expect that during the next three years, regulated tariff rates for the countries where we operate, with the exception of Argentina, will remain fairly stable, without material changes. In Argentina, we expect that the new government in power since December 2015 will implement reforms to the current regulatory framework, which would have a positive effect in our Argentina results.

Finally, variability in our earnings and cash flows can also arise from non-operating factors as well, such as foreign currency exchange rates. Operating results in each of the countries where we operate are first expressed in their own functional currencies and then are converted to Chilean pesos, the reporting currency used in our financial statements. As result of exchange rate effects, the operating results in Chilean pesos may differ significantly from those expressed in their own functional currencies. There may be cases in which we have a profit in local terms but a loss in Chilean accounting terms, and vice versa. Based on the next 12 months’ forward rates available on Bloomberg, we do not anticipate significant impacts on results when converting Peruvian Sol and Colombian pesos to Chilean pesos. However, we expect a significant impact (16% reduction) on results when converting Argentine pesos to Chilean pesos.

For more detail on how each of these factors impacts the net income of our electricity generation business, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

We expect reasonably good operating performance during the coming years given the favorable macroeconomic perspective in Colombia and Peru, which represented 66.4% and 24.9%, respectively, of our operating income. The expected growth in gross domestic product in 2016 of Argentina, Colombia and Peru are, -0.7%, 2.5% and 3.4%, respectively. These percentages are based on Latin American Consensus Forecasts published by Consensus Economic Inc. on March 14, 2016. The annual electricity demand growth in 2016 of Argentina, Colombia and Peru are expected to be, 2.3%, 3.2% and 4.9%, respectively.

On the other hand, development of new generation facilities in South America has always lagged behind demand growth. We anticipate that this tendency will continue for the foreseeable future. Also, due to growing environmental restrictions, transmission line saturation, obstacles for fuel transportation, and scarcity of places where to locate plants, these new projects involve higher development costs than in the past.

Enel, our ultimate controller, has announced that it will no longer build coal power plants because it considers the technology to be obsolete, and the company expects to have no CO2 emissions by 2050. Closure of these coal power plants are scheduled between now and 2040 or 2045. Their capacity must be substituted by other types of generation. Natural gas power plants are not an option because of the CO2 costs and current carbon capture and storage technology are not economically viable and therefore, the focus will be on NCRE energy.

We expect that average electricity prices will rise to recognize these higher costs. This could increase the value of our assets, especially in the case of hydroelectric power plants, which have lower production costs, and thus have greater profitability in scenarios of increasing prices to end customers. Furthermore, an important part of the new installed capacity under development in which we have investments corresponds to hydroelectric power plants. We expect this situation will also impact long term spot prices positively. Long-term contracts awarded to us in different bids, directly and through our combined entities, have already incorporated these expected price levels. Currently, 18.3% of our expected annual generation is sold under contracts with terms of at least ten years and an additional 30.6% under contracts with terms of at least five years.

 

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In order to mitigate the risk of increasing fuel costs, we have entered into supply contracts to cover part of the fuel needed to operate the thermal generation units, which operate with coal, natural gas, diesel, and fuel oil. This is becoming more important as there is an increasing trend to penalize fuel intensive technologies, such as coal and diesel, which have greater environmental impacts.

Although having combined operations in three countries and our equity interests in Brazil allows us to somewhat offset and counterbalance variations with respect to the main factors that can affect our operating results, we cannot claim that our portfolio of assets is fully hedged. Furthermore, there can be no assurance that past performance will be indicative of future performance with respect to our business. Any significant change with respect to hydrological conditions, fuel or electricity prices, among other factors, could affect our operating income in the generation business. More broadly, any significant change with respect to economic or population growth, as well as changes in the regulatory regimes in the countries in which we operate, among other factors, could affect our operating income.

For further information regarding our 2015 results compared with those recorded in previous periods, please see “— A. Operating Results — Results of Operations for the years ended December 31, 2015 and 2014” and “— A. Operating Results — Results of Operations for the Years Ended December 31, 2014 and 2013.” Investors should not look at our past performance as indicative of future performance.

Even if we currently do not have debt and therefore, we do not have covenants or debt restrictions, our debt capacity is limited since our parent company, Enersis Américas, has debt agreements which contains certain restrictions and therefore is directly impacted by our levels of consolidated indebtedness. As of December 31, 2015, Enersis Américas is able to incur up to Ch$ 2,979 billion in incremental debt, without entering into a breach of debt covenants, beyond current levels of consolidated indebtedness.

We expect that we will continue generating substantial operating cash, which can be used to finance a significant part of our capital expenditure plan. If needed, our shareholders can also decrease the dividend payout ratio, subject to certain minimum legal restrictions, in order to finance our investment plan and future growth.

 

E. Off-balance Sheet Arrangements.

We are not a party to any off-balance sheet arrangements.

 

F. Tabular Disclosure of Contractual Obligations.

The table below sets forth the Company’s cash payment obligations as of December 31, 2015:

 

     Payments due by Period  

Ch$ billion

   Total      2016      2017-2018      2019-2020      After 2020  

Bank debt

     268         150         72         19         28   

Local bonds(1)

     581         14         95         154         318   

Yankee bonds(1)

     166         0         0         0         166   

Other debt(2)

     53         16         12         3         22   

Interest expense(3)

     465         86         139         108         133   

Pension and post-retirement obligations(4)

     0         0         0         0         0   

Purchase obligations(5)

     845         87         124         106         528   

Financial leases

     26         10         16         0         0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

     2,404         363         458         390         1,195   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Net value, hedging instruments included substantially modify the principal amount of debt.
(2) Other debt includes governmental loan facilities, supplier credits and short-term commercial paper among others.

 

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(3) Interest expenses are the interest payments for all outstanding financial obligations, calculated as principal multiplied by the interest rate, presented according to when the interest payment comes due.
(4) We have funded and unfunded pension and post-retirement benefit plans. Our funded plans have contractual annual commitments for contributions, which do not change based on funding status. Cash flow estimates in the table are based on such annual contractual commitments including certain estimable variable factors such as interest. Cash flow estimates in the table relating to our unfunded plans are based on future discounted payments necessary to meet all of our pension and post-retirement obligations.
(5) Of the total contractual obligations of Ch$ 845 billion, 64% corresponds to miscellaneous services, such as LNG regasification, fuel transport and coal handling, 35% corresponds to long-term fuel supply contracts, and the remaining 1% corresponds to energy purchases.

 

G. Safe Harbor.

The information contained in the Items 5.E and 5.F contains statements that may constitute forward-looking statements. See “Forward-Looking Statements” in the “Introduction” of this information statement, for safe harbor provisions.

 

Item 6. Directors, Senior Management and Employees

 

A. Directors and Senior Management.

Our initial Board of Directors consisted of nine members who were elected for an interim term at the Extraordinary Shareholders’ Meeting (“ESM”) of the shareholders of Endesa Chile held on December 18, 2015 to hold office until the first Ordinary Shareholders’ Meeting (“OSM”) of our shareholders held on April 27, 2016 (the “2016 OSM”). At the 2016 OSM, the entire Board of Directors consisting of nine members was elected to a three-year term. Following the end of their term, they may be re-elected or replaced. If a vacancy occurs in the interim, the Board of Directors will elect a temporary director to fill the vacancy until the next OSM, at which time the entire Board of Directors will be elected to a new three-year term. Our Executive Officers are appointed and hold office at the discretion of the Board of Directors.

The business address of our directors is c/o Endesa Américas S.A., Santa Rosa 76, Santiago, Chile.

Our interim Board of Directors who served from March 1, 2016 to April 27, 2016 was as follows:

 

Directors

   Position    Current Position
Held Since

Enrico Viale

   Chairman    2016

Ignacio Mateo M.

   Vice Chairman    2016

Francesco Buresti

   Director    2016

Hernán Cheyre V.

   Director    2016

Mauro Di Carlo

   Director    2016

Francesca Gostinelli

   Director    2016

Eduardo Novoa C.

   Director    2016

María Loreto Silva R.

   Director    2016

Vittorio Vagliasindi

   Director    2016

 

At the Board of Directors meeting held on February 29, 2016, our interim Board of Directors agreed to appoint Mr. Enrico Viale as Chairman of the Board of Directors, and Mr. Ignacio Mateo M. as the Vice Chairman. At the same meeting, the directors agreed to appoint Ms. María Loreto Silva R., Mr. Eduardo Novoa C. and Mr. Hernán Cheyre V. as members of the Directors’ Committee. Additionally, Ms. Silva was appointed as Chairman of the Directors’ Committee and Mr. Cheyre as Financial Expert of the Directors’ Committee. At the Board of Directors meeting held on March 23, 2016, our interim Board of Directors ratified all appointments made on February 29, 2016.

 

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At the OSM held on April 27, 2016, our new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 28, 2016, the directors agreed to appoint Mr. Hernán Cheyre V., Mr. Eduardo Novoa C. and Ms. Marĺa Loreto Silva R. as members of the Directors’ Committee. Additionally, Mr. Cheyre was appointed as Financial Expert of the Directors’ Committee.

The members of our new Board of Directors are as follows:

 

    Mr. Rafael Fauquié Bernal (Chairman)

 

    Mr. Vittorio Vagliasindi (Vice Chairman)

 

    Mr. Francesco Buresti

 

    Mr. Hernán Cheyre V.

 

    Mr. Mauro Di Carlo

 

    Mr. Luca Noviello

 

    Mr. Eduardo Novoa C.

 

    Mr. Umberto Magrini

 

    Ms. Marĺa Loreto Silva R.

Set forth below are brief biographical descriptions of our Interim Board of Directors, of whom three reside in Chile and the rest in Europe, as of March 23, 2016

Enrico Viale

Chairman of the Board of Directors

Mr. Viale is currently the Director of Enel’s Global Generation and Chairman of the Board of Directors of Endesa Chile. Mr. Viale joined Enel in 2003 as Country Manager for Southeastern Europe and has occupied diverse positions within Enel subsidiaries, such as Chief Executive Officer (“CEO”) of Enel Maritza East 3. Between 2008 and 2014, he served as Chief Operating Officer, managing Enel’s interest in OGK-5 and Rusenergosbyt, and supporting SeverEnergia’s upstream gas operations, before becoming Country Manager and CEO of Enel Russia. He began his career in 1986 at GIE, an Italian energy company. He was Vice Chairman of ABB, a global provider of power and automation technologies, for the Structure Finance business, a division that provided debt capital and equipment for projects, and asset-backed financing such as leasing. He was also Chief Financial Officer (“CFO”) of Ansaldo Energía, an Italian supplier, installer and service provider for power generation plants, among various finance positions. Mr. Viale holds a civil engineering degree with specialization in hydraulic engineering from the Polytechnic University of Turin (Turin, Italy) and an M.B.A. from University of Santa Clara Business School (California, USA). He has also taken training courses at Politecnico di Milano (Milan, Italy) and at the Massachusetts Institute of Technology (Massachusetts, USA).

Ignacio Mateo M.

Vice Chairman of the Board of Directors

Mr. Mateo has been the Director of Planning and Control of the Global Generation Business Division of Enel since 2010 and has served as a director and Vice Chairman of the Board of Directors of Endesa Chile since November 2014. Previously, he was Deputy Strategy Director, Head of Strategic Planning and Strategy Assistant Manager of Endesa Spain, as well as Corporate Development Director for Endesa Telecom, an Endesa Spain subsidiary, and Head of Endesa Spain’s International Cogeneration and Renewable Energy Division. His prior experience was as Head of the Environmental Department and Control Department Engineer of Unión Fenosa Generación (Spain). Mr. Mateo holds a mining engineering degree with specialization in energy and fuel and a Masters in Energy and Environment, both from Universidad Politécnica de Madrid (Madrid, Spain). He also holds an M.B.A. from the IESE Business School (Madrid, Spain).

 

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Francesco Buresti

Director

Mr Buresti currently serves as the Head of Enel’s Global Procurement. Mr. Buresti was a consultant in the industrial sector for Accenture, a multinational management consulting, technology services, and outsourcing company, and a consultant in the industrial and utilities sectors for McKinsey & Company, a management consulting firm. In 2005, Mr. Buresti joined Enel as Purchasing Director for the Grids and Market divisions. Between 2007 and 2012, Mr. Buresti was Director of Purchasing for Endesa, S.A. (Spain), after which he became Head of Global Procurement. He is also a member of the Board of Directors of several Enel subsidiaries, including Endesa Chile. Mr. Buresti holds a degree in electronics engineering from Università degli Studi di Bologna (Bologna, Italy).

Hernán Cheyre V.

Director, Member and Financial Expert of the Directors’ Committee

Mr. Cheyre served as a director and Vice Chairman of Empresa Nacional del Petróleo, a state-owned Chilean oil company, and as Executive Vice Chairman of Production Development Corporation (CORFO), a Chilean governmental organization that supports entrepreneurship and innovation to improve productivity and economic growth, from March 2010 to March 2014. Mr. Cheyre also served as director of several private sector Chilean companies such as Telefónica Chile, Inmobiliaria Manquehue, Factorline, and Hipotecaria La Construcción. He was a founding partner of the consulting firm Econsult in 1985, and was the Chairman of the company until March 2010. Mr. Cheyre also held the position of CEO of the rating agency Duff and Phelps Chile between 1990 and 2000, and its successor Fitch Chile between 2000 and 2004. He held positions as teacher and as consultant for the World Bank and for foreign governments. Mr. Cheyre holds a degree in business administration from the Pontificia Universidad Católica de Chile (Santiago, Chile) and a Masters in economics with specialization in public finance and economic development from the University of Chicago (Illinois, USA).

Mauro Di Carlo

Director

Mr. Di Carlo currently serves as Head of Planning and Control in Enel’s Global Generation Business Line. He started his career at Enel in 2009 as Head of the Brief Terminals and Real Time Control Programming Unit at the Energy Management of the Global Generation Business Line Division and also served as Head of Performance in the Planning and Control Unit of the Global Generation Business Line Division in 2014. Prior to joining Enel, he worked at Interpower S.p.A., an Italian electric machinery company, from May 2001 to February 2003, where his main tasks were: management control and operational reporting, market analysis, development of auction systems as well as defining participation strategies in auctions for each company and the planning of short-, medium- and long-term. Mr. Di Carlo holds a degree in engineering from Università degli Studi di Cassino — Facoltà di Ingegneria (Cassino, Italy). Mr. Di Carlo has taken training courses for leadership in energy management at SDA Bocconi Milano (Milan, Italy) and IESE Business School (Barcelona, Spain).

Francesca Gostinelli

Director

Ms. Gostinelli is currently the Business Development Director in the Global Generation Business Line Division of Enel and a director of Endesa Chile. During 2014, she served as Enel’s Director of Business and Improvement of Operations in the International Division, as Business Development Director in the International Division from 2010 to 2014 and as International Regulation Director from September 2007 to December 2010. Ms. Gostinelli started working for Enel and its subsidiaries as an expert in Energy Management at Enel Produzione S.p.A. in July 2000 and during two years, was part of the team that managed the international trading and sale of energy in the open market. Ms. Gostinelli was previously a member of the Board of Directors of multiple Enel subsidiaries, including Enel Green Power, Enel Trade S.p.A., Enel OGK5, Enel France, Marcinelle Energie, Enel Energie and Enel Energie Muntenia and served as Supervisor of the Board of Slovénske

 

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Elektrarne. Prior to joining Enel, Ms. Gostinelli worked in Italy as Head of the Technical Department of the Public Agency for Energy and Environment (Perugia, Italy) and as part of the staff of the La Scuola Enrico Mattei (Milan, Italy). Ms. Gostinelli holds a degree in environmental engineering and a Masters in management and energy economy and environment from La Scuola Enrico Mattei (Milan, Italy), a graduate school specialized in international relations and the third world. Ms. Gostinelli has also participated in several training courses and programs in Milan, and in the United States at the German Marshall Fund (Washington D.C., USA) and at Harvard Business School (Massachusetts, USA).

Eduardo Novoa C.

Director, Member of the Directors’ Committee

Mr. Novoa is currently a member of the Board of Directors of several Chilean companies including Empresas Ecomac (a development and construction of real estate projects company), Cementos Bio-Bio S.A. (a construction materials company), Empresa de Servicios Sanitarios de los Lagos S.A (ESSAL, a company that provides drinking water and wastewater collection in southern Chile) and Tech Pack S.A. (a commodity chemicals company, producer of flexible packaging). Mr. Novoa previously was a member of the Board of Directors of Esval, a Chilean company engaged in the production and distribution of drinking water, from 2007 to 2009, Sociedad Química y Minera de Chile S.A. (Soquimich), a Chilean mining company, from 2008 to 2013, and Grupo Drillco, a Chilean company specialized in products and services for mining and drilling, from 2008 to 2014. Mr. Novoa also participated in several startups as a partner and/or investor (from 2007 to 2014). He was also the CEO of Grupo Saesa, a company engaged in the distribution of electricity in southern Chile between 2005 and 2007. From 2001 to 2005, he was Country Manager of PSEG, a generation and energy services company, in Chile, Chairman of Grupo Saesa, Vice Chairman of the Board of Directors of Grupo Chilquinta, director of Luz del Sur and Tecsur (both in Peru), and EdERSA (Argentina), and a member of the Audit Committees of each of these aforementioned electricity companies. Between 1999 and 2001, he was Development Director and a member of the Executive Committee of Grupo Melón in Chile. Previously, he held various positions in Enersis and subsidiaries, first as Director of Transelec, Aguas Cordillera, Distrilec, Coelce and Codensa, and later as Development Director. Mr. Novoa worked at CorpGroup where he held various positions as New Businesses Director of CorpGroup, Director at CorpVida and International Director at AFP Provida Internacional, among others. Mr. Novoa is also a member of the Advisory Council of Endeavor and a founding member of the investor network Chile Global Angels. Mr. Novoa holds a degree in business administration from the Universidad de Chile (Santiago, Chile) and an M.B.A. from the University of Chicago (Illinois, USA).

María Loreto Silva R.

Director and Chairman of the Directors’ Committee

Ms. Silva is currently a partner at the Chilean law firm Bofill Escobar Abogados, where she focuses on regulated markets, public works concessions, construction and conflict resolution related to the development of complex projects and those involving public entities. She has extensive experience in both the Chilean public and private sectors. During the past two decades, she has been involved in the design of public policy and legislation in matters related to public works concessions, construction of infrastructure and water resources. She was appointed Deputy Minister of the Chilean Ministry of Public Works in 2010 and was appointed the Minister of the Chilean Ministry of Public Works in 2012. In the private sector, she was partner at the law firm Morales & Besa, and an attorney at Asociación de Concesionarios de Obras de Infraestructura Pública (COPSA) and the Chilean Chamber of Construction. She is a member of the Council of Infrastructure Policy, the Arbitration and Mediation Center of the Santiago Chamber of Commerce, Comunidad Mujer, an independent and inclusive organization, focusing on gender issues, and the Foundation Avanza Chile, a foundation whose main focus is to contribute to the discussion of ideas and policies to expand opportunities for all Chileans, among others. Ms. Silva also taught the Diplomat in Government Procurement of the Pontificia Universidad Católica de Chile, Local Government and Municipal Management Courses at the School of Economics and Business of the Universidad de Chile and the Master of Law program at the Universidad del Desarrollo. Ms. Silva received her law degree from the Universidad de Chile (Santiago, Chile).

 

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Vitorrio Vagliasindi

Director

Mr. Vagliasindi is currently the Director of Engineering and Construction of Enel’s Global Generation Division and a member of the Board of Directors of Endesa Chile since November 2014. Previously, he worked in affiliated companies of Enel as Deputy Chief Executive of Operations and Engineering (Italy) and Head of Engineering and Construction of Enel Green Power, as well as Head of the Business area of Renewable Energies, Head of Coal and Orimulsion (a type of fuel) Plants and Head of Thermal Electric Generation at Enel Produzione (Sicily, Italy). He was Director of Torrevaldaliga Nord power plant and Sulcis di Portoscuso power plant, both located in Italy. Mr. Vagliasindi holds a degree in nuclear engineering from Università di Roma “La Sapienza” (Rome, Italy).

Executive Officers

Set forth below are our Executive Officers appointed at the Board of Directors’ Meeting held on February 29, 2016. Such appointments were ratified at a Board of Directors meeting held on March 23, 2016.

The business address of our Executive Officers is c/o Endesa Américas S.A., Santa Rosa 76, Santiago, Chile.

 

Executive Officers

    

Position

   Current Position
Held Since

Valter Moro

     Chief Executive Officer    2016

Ramiro Alfonsín B.

     Chief Financial Officer    2016

Ignacio Quiñones S.

     General Counsel    2016

Set forth below are brief biographical descriptions of our Executive Officers, all of whom reside in Chile.

Valter Moro was appointed as our Chief Executive Officer (“CEO”) in February 2016. Mr. Moro has been the CEO of Endesa Chile since November 2014. Mr. Moro has 18 years of experience working for Enel and its subsidiaries. He worked for ten years in generation installations and eight years in energy management activities in Italy, Spain and Chile. He was the Maintenance Manager and then the Generation Manager of Enel’s power plant in La Spezia (Italy), and Production Scheduling and Fuel Manager at Enel in Rome. He was later Energy Management Director of Enel Viesgo (Madrid, Spain) and worked in the Generation Energy Management Division as the Project Coordination Unit Manager, providing support to the Iberia and South American Group Divisions. Mr. Moro holds a mechanical engineering degree and a Ph.D. in energy engineering from Università Politécnica delle Marche (Ancona, Italy).

Ramiro Alfonsín B. was appointed as our Chief Financial Officer (“CFO”) in February 2016. Mr. Alfonsín has been the Deputy Chief Executive Officer and CFO of Endesa Chile since April 2013 and February 2015, respectively. He joined Endesa Spain in June 2000. From 2004, he worked at Endesa Italy as Planning and Investment Manager and at Endesa Europe as Deputy Director of Investment and Corporate Relations. From 2007 to March 2013, he held the position of Regional Planning and Control Officer of Enersis. Before joining Endesa Spain, he worked as a Senior Financial Advisor at Banco Urquijo KBL group, a Spanish bank, in the Management of Corporate Development and Institutional Relations area at Alcatel, a telecom company and as an Associate in Corporate Banking at ABN AMRO Bank N.V., a Dutch bank. Currently, Mr. Alfonsín is Director of several subsidiaries of Endesa Chile in Chile, Argentina, Brazil, and Peru. Mr. Alfonsín holds a degree in business administration from Pontificia Universidad Católica de Argentina (Buenos Aires, Argentina).

Ignacio Quiñones S. was appointed as our General Counsel in February 2016. Mr. Quiñones has been the General Counsel of Endesa Chile since November 2013. In 1989, he began his career as lawyer for Chilectra and served in such role until 1994. Between 1994 and 1996, he was a lawyer for Ingeniería y Construcción Sigdo Koppers S.A., a Chilean company related to construction and industrial assembly in a large scale. Between 1996

 

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and 2004, he worked as a lawyer for Placer Dome Latin America, a mining company, and then as Legal Advisor for its affiliated company, Compañía Minera Zaldívar. Between 2004 and 2005, he was Head of the Legal area in Gasoducto del Pacífico S.A., a natural gas transport company. Between 2005 and 2013, he was the General Counsel in Chile for Anglo American Chile Limitada, a mining company. Mr. Quiñones studied law at Universidad Diego Portales (Santiago, Chile) and holds a law degree granted by the Chilean Supreme Court of Justice.

 

B. Compensation.

At the ESM held on December 18, 2015, the shareholders of Endesa Chile approved the compensation policy for our Board of Directors. Directors are paid a monthly fee depending on their attendance at Board meetings and their participation as Director of any of our combined entities. At the 2016 OSM, the Director compensation policy changed and now consists of a monthly fixed compensation of UF 174 and an additional fee of UF 84 per meeting, depending on attendance to Board meetings. The Chairman of the Board is entitled to double the compensation compared to other directors under this policy, while the Vice Chairman receives fixed compensation higher than the directors but lower than the Chairman. The members of our Directors’ Committee are paid a monthly fee of UF 58 and a fee of UF 28 depending on attendance to Directors’ Committee meetings. If a Director serves on one or more Boards of Directors of the subsidiaries and/or related companies or serves as director of other companies or corporations in which the economic group holds an interest directly or indirectly , the Director can only receive compensation in one of these Boards of Directors. Executive Officers of our Company and/or of our subsidiaries or related companies will not receive compensation in the case that they serve as Director of any subsidiary, related company or are affiliated in any way to our Company.

We do not disclose, to our shareholders or otherwise, any information about an individual Executive Officer’s compensation. Executive Officers are eligible for variable compensation under a bonus plan. The annual bonus plan is paid to our Executive Officers for achieving company-wide objectives and for their individual contribution to our results and objectives. The annual bonus plan provides for a range of bonus amounts according to seniority level and consists of a certain multiple of gross monthly salaries.

We entered into severance indemnity agreements with all of our Executive Officers, pursuant to which we will pay a severance indemnity in the event of voluntary resignation or termination by mutual agreement among the parties. The severance indemnity does not apply if the termination is due to willful misconduct, prohibited negotiations, unjustified absences or abandonment of duties, among other causes, as defined in Article 160 of the Chilean Labor Code. All of our employees are entitled to legal severance pay if terminated due to our needs, as defined in Article 161 of the Chilean Labor Code.

 

C. Board Practices.

Corporate Governance

We are managed by a Board of Directors in accordance with our by-laws. The Board initially consisted of nine directors who were elected by shareholders of Endesa Chile at the ESM held on December 18, 2015 to hold office until the first OSM of our shareholders held on April 27, 2016. At the 2016 OSM, the entire Board of Directors consisting of nine members was elected to a three-year term. Following the end of their term, they may be re-elected or replaced. Directors can be re-elected indefinitely. Staggered terms are not permitted under Chilean law. If a vacancy occurs on the Board of Directors during the three-year term, the Board of Directors may appoint a temporary director to fill the vacancy. Any vacancy triggers an election for every seat on the Board of Directors at the next OSM. Members of the Board of Directors do not have service contracts with us or with any of our combined entities that will provide them benefits upon termination of their service.

Chilean corporate law provides that a company’s Board of Directors is responsible for the management and representation of a company in all matters concerning its corporate purpose, subject to the provisions of the company’s by-laws and the stockholders’ resolutions.

 

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Our corporate governance policies are included in the following policies or procedures: Manual for the Management of Information of Interest to the Market” (the “Manual”), the Human Rights Policy (Política de Derechos Humanos), the Code of Ethics and a Zero Tolerance Anti-Corruption Plan (“ZTAC Plan”), the Penal Risk Prevention Model, the “Guidelines 231: Guidelines applicable to non-Italian subsidiaries in accordance with Legislative Decree No. 231 of June 8, 2001” and procedures issued in compliance with General Regulation No. 385 issued by the SVS.

In order to ensure compliance with Securities Market Law No. 18,045 and SVS regulations, our Board of Directors approved the Manual at the meeting held on February 29, 2016 and ratified such decision at its meeting held on March 23, 2016. This document addresses applicable standards regarding the information in connection with transactions of our securities and those of our affiliates, entered into by directors, management, principal executives, employees and other related parties; the existence of blackout periods for such transactions undertaken by directors, principal executives and other related parties, the existence of mechanisms for the continuous disclosure of information that is of interest to the market and mechanisms that provide protection for confidential information. The Manual will be posted on our website at www.endesaamericas.cl. The provisions of this Manual apply to the members of our Board, as well as our executives and employees who have access to confidential information, and especially those who work in areas related to the securities markets.

Our Board of Directors approved a procedure for relationship between People Politically Exposed (Procedimiento Personas Expuestas y Conexas) and our Company, which established a specific regulation for their commercial and contractual relationships.

The Human Rights Policy incorporates and adapts the United Nations’ general principles related to human rights into the corporate reality.

Our Board of Directors approved a ZTAC Plan at its first meeting held on February 29, 2016 in order to supplement the aforementioned corporate governance regulations and ratified such decision at its meeting held on March 23, 2016. The Code of Ethics is based on general principles such as impartiality, honesty, integrity and other ethical standards of similar importance, all of which are expected from our employees. The ZTAC Plan reinforces the principles included in the Code of Ethics, but with special emphasis on avoiding corruption in the form of bribes, preferential treatment, and other similar matters.

In order to comply with Law No. 20,393 enacted on December 2, 2009, which imposes criminal responsibility on legal entities for the crimes of asset laundering, financing of terrorism and bribing of public officials, our Board of Directors approved the Penal Risk Prevention Model at its first meeting held on February 29, 2016 and ratified such decision at its meeting held on March 23, 2016. The law encourages companies to adopt this model, whose implementation involves compliance with managerial and supervision duties. The adoption of the Penal Risk Prevention Model mitigates, and in some cases relieves, the effects of criminal responsibility even when a crime is committed. One of the elements of this model is the appointment of the Penal Risk Prevention Officer, who was also appointed by our Board at the same meeting. Mr. Alain Rosolino, who currently serves as Internal Audit Officer of Enersis Américas and Enersis Chile, was appointed as our Penal Risk Prevention Officer.

On February 29, 2016, our Board of Directors also approved the “Guidelines 231: Guidelines applicable to non-Italian subsidiaries in accordance with Legislative Decree No. 231 of June 8, 2001” (“Guidelines 231”) and ratified such decision at its meeting held on March 23, 2016. The Guidelines 231 is defined by Italian Legislative Decree No. 231, which was enacted on June 8, 2001. It establishes a compliance program that identifies the behaviors expected of related parties for the non-Italian subsidiaries of Enel. Given that our ultimate parent company, Enel, has to comply with Italian Legislative Decree No. 231, which establishes management responsibility for Italian companies as a consequence of certain crimes committed in Italy or abroad, in the name of or for the benefit of such entities, including those crimes described in Chilean Law No. 20,393, these guidelines set a group of measures, with standards of behavior expected from all employees, advisers, auditors, officials, directors as well as consultants, contractors, commercial partners, agents and suppliers. Legislative

 

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Decree No. 231 includes various activities of a preventive nature that are coherent with and integral to the requirements and compliance with Chilean Law No. 20,393, which deals with the criminal responsibility of legal entities. These guidelines are supplementary to the standards included in the Code of Ethics and the ZTAC Plan.

On November 29, 2012, the SVS issued General Regulation No. 341 which established regulations for the disclosure of information with respect to the standards of corporate governance compliance adopted by publicly held limited liability corporations and set the procedures, mechanisms and policies that are indicated in the Appendix to the regulation. The objective of this regulation is to provide credible information to investors with respect to good corporate governance policies and practices adopted by publicly held limited liability corporations, which include us, and permit entities like stock exchanges to produce their own analyses to help the various market participants to understand and evaluate the commitment of companies. General Regulation No. 341 was substituted by General Regulation No. 385, issued by the SVS on June 8, 2015. This regulation has similar objectives than the former General Regulation No. 341, but includes additional issues, by the way of separating each policy in several more detailed policies. Subjects such as non discrimination, inclusion and sustainability are particularly important in this new regulation. The Appendix of General Regulation No. 385 is divided into the following four sections with respect to which companies must report the corporate practices that have been adopted: (i) the functioning and composition of the board, (ii) relations between the company, shareholders and the general public, (iii) risk management and control, and (iv) assessment by a third party. Publicly held limited liability corporations should send the information with respect to corporate governance practices to the SVS, no later than March 31 of each year, using the contents of the Appendix to this regulation as criteria. If none of them is adopted, the company must explain its reasons to the SVS. The information should refer to December 31 of the calendar year prior to its dispatch. At the same time, such information should also be at the public’s disposal on the company’s website and must be sent to the stock exchanges.

Compliance with the New York Stock Exchange Listing Standards on Corporate Governance

The following is a summary of the significant differences between our corporate governance practices and those applicable to U.S. domestic issuers under the corporate governance rules of the NYSE:

Independence and Functions of the Directors’ Committee (Audit Committee)

Chilean law requires that at least two thirds of the Directors’ Committee be independent directors. According to Chilean law, a member would not be considered independent if, at any time, within the last 18 months he: (i) maintained any relationship of a relevant nature and amount with the company, with other companies of the same group, with its controlling shareholder or with the principal officers of any of them or has been a director, manager, administrator or officer of any of them; (ii) maintained a family relationship with any of the members described in (i) above; (iii) has been a director, manager, administrator or principal officer of a non-profit organization that has received contributions from (i) above; (iv) has been a partner or a shareholder that has controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of an entity that has provided consulting or legal services for a relevant consideration or external audit services to the persons listed in (i) above; and (v) has been a partner or a shareholder that has controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of the principal competitors, suppliers or customers. In case there are not sufficient independent directors on the Board to serve on the Directors’ Committee, Chilean law determines that the independent director nominates the rest of the members of the Directors’ Committee among the remaining Board members that do not meet the Chilean law independence requirements. Chilean law also requires that all publicly held limited liability stock corporations that have a market capitalization of at least UF 1,500,000 (Ch$ 38.4 billion as of December 31, 2015) and at least 12.5% of its voting shares are held by shareholders that individually control or own less than 10% of such shares, must have at least one independent director and a Directors’ Committee.

Under the NYSE corporate governance rules, all members of the Audit Committee must be independent, subject to a phase-in period for compliance for spin-off companies. The Audit Committee of a U.S. company

 

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must perform the functions detailed in, and otherwise comply with the requirements of NYSE Listed Company Manual Rules 303A.06 and 303A.07. As of July 31, 2005, non-U.S. companies have been required to comply with Rule 303A.06, but not with Rule 303A.07. We currently comply with the independence and the functional requirement of Rule 303A.06.

Pursuant to our by-laws, all members of the Directors’ Committee must satisfy the requirements of independence, as stipulated by the NYSE. The Director’s Committee is composed of three members of the Board and complies with Chilean law, as well as with the criteria and requirements of independence prescribed by the Sarbanes-Oxley Act (“SOX”), the SEC and the NYSE. As of the date of this Report, the Directors’ Committee complies with the conditions of the Audit Committee as required by SOX, the SEC and the NYSE corporate governance rules. As a result, we have a single Committee, the Directors’ Committee, which includes among its functions the duties performed by the Audit Committee.

Our Directors’ Committee performs the following functions:

 

    review of financial statements and the reports of the external auditors prior to their submission for shareholders’ approval;

 

    formulate proposals to the Board of Directors, which will make its own proposals to shareholders’ meetings, for the selection of external auditors and private rating agencies;

 

    review of information related to our transactions with related parties and reports the opinion of the Directors’ Committee to the Board of Directors;

 

    the examination of the compensation framework and plans for managers, executive officers and employees;

 

    the preparation of an Annual Management Report, including its main recommendations to shareholders;

 

    provide information to the Board of Directors about the convenience of recruiting external auditors to provide non-auditing services, when such services are not prohibited by law, depending on whether such services might affect the external auditors’ independence;

 

    oversee the work of external auditors;

 

    review and approval of the annual auditing plan by the external auditors;

 

    evaluate the qualifications, independence and quality of the auditing services;

 

    elaborate on policies regarding employment of former members of the external auditing firm;

 

    review and discuss problems or disagreements between management and external auditors regarding the auditing process;

 

    establish procedures for receiving and dealing with complaints regarding accounting, internal control and auditing matters;

 

    any other function mandated to the committee by the by-laws, our Board of Directors or our shareholders.

Corporate Governance Guidelines

The NYSE’s corporate governance rules require U.S.-listed companies to adopt and disclose corporate governance guidelines. Chilean law provides for this practice through the disclosure of the procedures related to the General Resolution No. 385 and the Manual. We have also adopted the codes of conduct described above, and our by-laws include provisions that govern the creation, composition, attributions, functions and compensation of both Directors’ and Audit Committees described above.

 

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D. Employees.

The following table sets forth the total number of our personnel (both permanent and temporary employees) and the number of personnel (both permanent and temporary employees) of each of our combined entities as of December 31, 2015, 2014 and 2013, assuming that the Spin-Offs had been completed as of December 31, 2015:

 

Company

   2015      2014      2013  

Argentina

        

Costanera

     485         485         481   

El Chocón

     47         49         48   
  

 

 

    

 

 

    

 

 

 

Total personnel in Argentina

     532         534         529   
  

 

 

    

 

 

    

 

 

 

Chile

        

Endesa Américas

     6         —           —     
  

 

 

    

 

 

    

 

 

 

Total personnel in Chile

     6         —                
  

 

 

    

 

 

    

 

 

 

Colombia

        

Emgesa

     510         589         563   
  

 

 

    

 

 

    

 

 

 

Total personnel in Colombia

     510         589         563   
  

 

 

    

 

 

    

 

 

 

Peru

        

Edegel

     260         268         260   
  

 

 

    

 

 

    

 

 

 

Total personnel in Peru

     260         268         260   
  

 

 

    

 

 

    

 

 

 

Total personnel

     1,308        1,391         1,352   

 

(1) As a result of our purchase of an additional 50% interest in GasAtacama Holding Ltda. (“GasAtacama Holding”), we began accounting for GasAtacama Holding and its subsidiaries, including GasAtacama Argentina S.A. (“GasAtacama Argentina”) on a combined basis since May 2014.

The following table sets forth the total number of our temporary employees and the number of temporary employees of each of our combined entities as of December 31, 2015, 2014 and 2013 and the average during the most recent financial year, assuming that the Spin-Offs had been completed as of December 31, 2015:

 

Company

   Average 2015      2015      2014      2013  

Argentina

           

Costanera

     1         1         18         20   

El Chocón

     2         2         3         3   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel in Argentina

     3         3         21         23   
  

 

 

    

 

 

    

 

 

    

 

 

 

Colombia

           

Emgesa

     56         44         92         87   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel in Colombia

     56         44         92         87   

Peru

           

Edegel

     28         24         26         22   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel in Peru

     28         24         26         22   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel

     87        71        139         132   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) As a result of our purchase of an additional 50% interest in GasAtacama Holding we began accounting for GasAtacama Holding and its subsidiaries including GasAtacama Argentina on a combined basis since May 2014.

 

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Argentina

El Chocón has two collective bargaining agreements, one of which expires in December 2016, and the other has already expired and is in process of renegotiation.

Costanera has two collective bargaining agreements, both of which expired in 2014 and are in the process of renegotiation. Under Argentine law, the working conditions under the expired agreements continue until the signing of a new agreement, under the principle of ultra-activity established by 14,250 Law (Art. 12).

The result of collective bargaining agreements is subject to the result of the negotiations between the government and trade union federations, with regards to wage increases and the incorporation of contracted workers into the workforce of the companies.

Colombia

Emgesa has two collective agreements, one of which will expire on June 30, 2018 and the other in August 2016.

Under Colombian labor law, pre-existing collective bargaining agreements are automatically renewed until a new agreement is in force.

Peru

Edegel has a collective bargaining agreement, which will expire in December 2016.

 

E. Share Ownership.

At the 2016 OSM, the Board of Directors was elected. To the best of our knowledge, none of our directors or officers owns more than 0.1% of our shares or owns any stock options. It is not possible to confirm whether any of our directors or officers has a beneficial, rather than direct, interest in our shares. To the best of our knowledge, any share ownership by all of our directors and officers, in the aggregate, amounts to significantly less than 10% of our outstanding shares.

 

Item 7. Major Shareholders and Related Party Transactions

 

A. Major Shareholders.

We have only one class of capital stock and Enel S.p.A., our ultimate controlling shareholder, has no different voting rights than our other shareholders. As of April 26, 2016, our 8,201,754,580 shares of common stock outstanding were held by 15,930 stockholders of record. There were three record holders of our ADSs as of such date.

It is not practicable for us to determine the number of ADSs or common shares beneficially owned in the United States, as the depositary only has knowledge of the record holders, including the Depositary Trust Company and its nominees. As such, we are not able to ascertain the domicile of the final beneficial holders represented by the seven ADS record holders. Likewise, we cannot readily determine the domicile of any of our foreign stockholders who hold our common stock, either directly or indirectly.

As of April 26, 2016, Enersis Américas beneficially owned 60.0% of our shares; AFPs in the aggregate owned 15.9% of our Company; Chilean stockbrokers, mutual funds, insurance companies, foreign equity funds, and other Chilean institutional investors collectively owned 14.5% of Endesa Américas; ADS holders beneficially owned 3.5% of Endesa Américas; and the remaining 6.2% of Endesa Américas was held by more than 15,741 minority shareholders.

 

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The following table sets forth certain information concerning ownership of the common stock as of April 28, 2016, with respect to each stockholder known by us to own more than 5% of the outstanding shares of common stock:

 

     Number of Shares
Owned
     Percentage of
Shares
Outstanding
 

Enersis Américas

     4,919,488,794         59.98

Enersis Américas is a company primarily engaged, through its combined entities and related companies, in the generation and distribution of electricity in Argentina, Colombia and Peru, and in the generation, transmission and distribution of electricity in Brazil. Enersis Américas is ultimately controlled by Enel, an Italian company which beneficially owns 60.6% of Enersis Américas’ outstanding capital stock through two Spanish intermediate companies, Enel Iberoamérica and Enel Latinoamérica.

Enel is an Italian energy company with multinational operations in the power and gas markets. Enel operates in over 30 countries across 4 continents, producing energy through a net installed capacity of more than 89 GW and distributes electricity and gas through a network of approximately 1.9 million kilometers. With over 61 million users worldwide, Enel has the largest customer base among European competitors and figures among Europe’s leading power companies in terms of installed capacity and reported EBITDA.

 

B. Related Party Transactions.

Article 146 of Law No. 18,046 (the “Chilean Companies Act”) defines related-party transactions as all transactions involving a company and any entity belonging to the corporate group, its parent companies, controlling companies, subsidiaries or related companies, board members, managers, administrators, senior officers or company liquidators, including their spouses, some of their relatives and all entities controlled by them, in addition to individuals who may appoint at least one member of the company’s board of directors or who control 10% or more of voting capital, or companies in which a board member, manager, administrator, senior officer or company liquidator has been serving in the same position within the last 18 months. The law establishes that in the event that these persons fulfill the requirements established by Article 146, such persons must immediately inform the Board of Directors of their related-party nature, or such other group as the Board may appoint for that purpose. As required by law, “related-party transactions” must comply with corporate interests, as well as prices, terms and conditions prevailing in the market at the time of their approval. They must also meet all legal requirements, including acknowledgement and approval of the transaction by the board (excluding the affected directors), by the ESM (in some cases, with requisite majority approval) and by any applicable regulatory procedures.

The aforementioned law, which also applies to our affiliates, also provides for some exceptions, stating that in certain cases, Board approval would suffice for “related-party transactions,” pursuant to certain related-party transaction thresholds and when such transactions are conducted in compliance with the related-party policies defined by the company’s board. Accordingly, during 2016, our Board of Directors will adopt a related-party transaction policy (política de habitualidad) which, when approved, will be available on our website.

If a transaction is not in compliance with Article 146, this would not affect the transaction’s validity, but we or our shareholders may demand compensation from the individual associated with the infringement as provided under law, and reparation for damages. We believe that we have complied with the requirements of Article 146 in all transactions with related parties.

In the countries in which we operate, inter-company transactions are permitted, but they have adverse tax consequences. Accordingly, we do not manage the cash flows of its combined entities.

 

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During the three-year period ended December 31, 2015, Costanera received one loan from Endesa Chile at a spread of 6.0% over LIBOR. This loan matured in November 2013, because it was contributed to Costanera in connection with its capital increase.

Intercompany Arrangements Related to the Spin-Off

Endesa Chile does not own any of our common stock or ADSs and we not own any of Endesa Chile’s common stock or ADSs. Under Chilean law, Endesa Chile remains jointly and severally liable for the obligations of Endesa Chile assumed by us pursuant to the Spin-Off. Such liability, however, will not extend to any obligation to a person or entity that has given its express consent relieving Endesa Chile of such liability and approving the Spin-Off.

There are a variety of contractual relationships between Endesa Chile and us to provide for ongoing relationships. They fall into two broad categories:

Arrangements Related to the Spin-Off. The separation of the two companies and the transfer of certain assets and liabilities of Endesa Chile to us were effected by the action of the shareholders of Endesa Chile at the ESM of Endesa Chile held on December 18, 2015.

Post-Spin-Off Intercompany Services. We entered into intercompany agreements with Endesa Chile and Enersis Chile under which they provide a variety of services to us following the Spin-Off. The services rendered to us, directly and indirectly, from Enersis Chile include certain legal, finance, accounting, human resources, communications, security, training and development, relations with contractors, risk management, IT services, capital markets and financial compliance and other corporate support and administrative services and additional corporate functions from Endesa Chile, such as legal, tax services, investor relations. These services are provided and charged at market prices if there is a comparable service. If there are no comparable services in the market, they will be provided at cost plus a specified percentage.

As of the date of this Report, the transactions described above have not experienced material changes. For more information regarding transactions with related parties, refer to Note 8 of the Notes to our combined financial statements.

 

C. Interests of Experts and Counsel.

Not applicable.

 

Item 8. Financial Information

 

A. Combined Statements and Other Financial Information.

See “Item 18. Financial Statements.”

Legal Proceedings

We and our combined entities are parties to legal proceedings arising in the ordinary course of business. We believe it is unlikely that any loss associated with pending lawsuits will significantly affect the normal development of our business.

For detailed information as of December 31, 2015 on the status of the material pending lawsuits that have been filed against Endesa Chile and its subsidiaries, please refer to Note 32 of the Notes to our combined financial statements. Please note that since March 1, 2016, we are the defendant instead of Endesa Chile for all legal proceeding originating from our non-Chilean Business.

 

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In relation to the legal proceedings reported in the Notes to our combined financial statements, we use the criteria of disclosing lawsuits above a minimum threshold of US$ 15 million of potential impact to us, and, in some cases, qualitative criteria according to the materiality of the impact in the conduct of our business. The lawsuit status includes a general description, the process status and the estimate of the amount involved in each lawsuit.

Dividend Policy

Our Board of Directors establishes a definitive dividend payable each year, accrued in the prior year, which cannot be less than the legal minimum of 30% of the annual net income. On November 30, 2015, the Endesa Chile’s Board of Directors agreed to distribute an interim dividend of Ch$ 3.55641 per share on January 29, 2016, accrued in fiscal year 2015. The aforementioned interim dividend will be deducted from the total dividend, which will be paid on May 24, 2016. The total dividend of Ch$ 196,434 million that has been agreed to be paid, corresponds to a payout ratio of 50%, based on annual consolidated net income. As a consequence of the spin-off approved at the ESM held on December 18, 2015, the remaining dividend will be divided in a determined proportion between Endesa Chile and our Company, which will correspond to Ch$ 11.02239 and Ch$ 9.37144 per share, respectively. The payment of dividends for fiscal year 2015 is based on the net income filed with the SVS.

The interim dividend that will be paid in the first quarter of 2017 will correspond to 15% of 2016’s consolidated net income as of a September 30, 2016. Additionally, our Board of Directors will propose a definitive dividend payout equal to 50% of the annual net income for fiscal year 2016. Dividend payments will be subject to net profits obtained in each period, as well as to expectations of future profit levels and other conditions that may exist at the time of such dividend declaration. The fulfillment of the aforementioned dividend policy will depend on the 2016 net income. The proposed dividend policy is subject to our Board of Director’s right to change the amount and timing of the dividends under the circumstances at the time of the payment. For further details, see “Item 3. Key Information — A. Selected Financial Data.”

The payments of dividends are subject to legal restrictions, such as legal reserve requirements, capital and retained earnings criteria, and other contractual restrictions such as the non-default on credit agreements. However, these legal restrictions will not affect our ability or any of our combined entities to pay dividends. (See “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources” for further detail on our debt instruments).

Stockholders set dividend policies at each subsidiary and affiliate. Dividends will be paid to shareholders of record as of midnight of the fifth business day prior to the payment date. Holders of ADS on the applicable record dates will be entitled to participate in dividends.

Dividends

Dividends have not been paid to date.

For a discussion of Chilean withholding taxes and access to the formal currency market in Chile in connection with the payment of dividends and sales of ADSs and the underlying common stock, see “Item 10. Additional Information — E. Taxation” and “Item 10. Additional Information — D. Exchange Controls.”

Other Considerations

KPMG, our registered independent public accountants, informed Endesa Chile’s Directors’ Committee that in their review of the affiliate structure and review of services provided to affiliates in contemplation of the registration of Endesa Américas in connection with the Spin-Off, they determined that impermissible services were provided by other member firms of KPMG International Cooperative, to companies ultimately controlled

 

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by Enel. By virtue of Enel being the common ultimate parent of Endesa Américas it was concluded that these entities are affiliates of Endesa Américas under SEC independence rules. None of the impermissible services were provided to Endesa Américas or entities “downstream” of Endesa Américas, and none of the services were provided by KPMG. The services provided to affiliates included elements of loaned personnel staff in Spain, legal advice specific to the application of regulations to employees in France, management functions related to an ongoing monitoring in Uruguay, and other activities and responsibilities that were concluded to be broker-dealer or investment banking services in Italy. Total fees for services related to these services provided to affiliates, which are not part of the combined group consisting of Endesa Américas and its combined entities and investments in associates and joint ventures, were approximately US$ 249,300.

KPMG considered whether the relationships noted above impacted its objectivity and ability to exercise impartial judgment with regard to its engagement as Endesa Américas’ auditors and have concluded that there has been no impairment of KPMG’s objectivity and ability to exercise impartial judgment. After taking into consideration the facts and circumstances of the above matter and KPMG’s determination, Endesa Chile’s Directors’ Committee also concluded that KPMG’s objectivity and ability to exercise impartial judgment has not been impaired.

 

B. Significant Changes

None.

 

Item 9. The Offer and Listing

 

A. Offer and Listing Details.

Market Price Information

The shares of our common stock and our ADS are traded on Chilean Stock Exchanges and the NYSE, respectively. On April 27, 2016, our common stock closed at Ch$285.46 per share on the Santiago Stock Exchange and on April 27, 2016 our ADSs closed at US$13.56 per ADS on the NYSE.

 

B. Plan of Distribution.

Not applicable.

 

C. Markets

In Chile, our common stock is traded on three stock exchanges since April 21, 2016: the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange. The largest exchange in the country, the Santiago Stock Exchange, was established in 1893 as a private company. Its equity consists of 42 shares as of the date of this Report. As of December 31, 2015, 223 companies had shares listed on the Santiago Stock Exchange. Equities, closed-end funds, fixed-income securities, short-term and money market securities, gold and U.S. dollars are traded on the Santiago Stock Exchange. The Santiago Stock Exchange also trades U.S. dollar futures and stock index futures. Securities are traded primarily through an open voice auction system; a firm offers system or the daily auction. Trading through the open voice system occurs on each business day from 9:30 a.m. to 4:00 p.m., during local standard time, and from 9:30 a.m. to 5:00 p.m. when New York’s daylight savings time is in place (or alternatively from November to March), which differs from New York City time by up to two hours, depending on the season. The Santiago Stock Exchange has an electronic trading system called Telepregón, which operates continuously from 9:30 a.m. to 4:00 p.m. during local standard time, and from 9:30 a.m. to 5:00 p.m. when New York’s daylight savings time is in place (from November to March), on each business day. During local standard time, electronic auctions may be conducted four times a day, at 10:30 a.m., 11:30 a.m., 1:30 p.m., and 3:30 p.m. When New York’s daylight savings time is in place (from November to March), there is an additional electronic auction at 4:30 p.m. More than 99% of the auctions and transactions take place electronically.

 

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There are two share price indexes on the Santiago Stock Exchange: the General Shares Price Index, or IGPA, and the Selected Shares Price Index, or IPSA. The IGPA is calculated using the prices of shares that are traded at least 5% of the trading days of a year, with a total annual transactions exceeding UF 10,000 (US$ 0.042 million as of December 31, 2015) and a free float representing at least 5% of the capital. The IPSA is calculated using the prices of the 40 shares with highest amounts traded on a quarterly basis, and with a market capitalization above US$ 200 million. The shares included in the IPSA and IGPA are weighted according to the weighted value of the shares traded. Enersis has been included in the IPSA since the last quarter of 1988. Endesa Chile has been included in the IPSA since its privatization in 1987.

Our common stock trades in the United States in the form of ADSs on the NYSE by way of “when-issued” trading since April 21, 2016 under the ticker symbol “EOCA-WI” and regular-way trading since April 27, 2016 under the ticker symbol “EOCA”. Each ADS represents 30 shares of common stock, with the ADSs in turn evidenced by American Depositary Receipts (“ADRs”). The ADRs will be issued a Deposit Agreement, with Citibank, N.A. acting as Depositary, and the holders and beneficial owners from time to time of ADRs issued thereunder (the “Deposit Agreement”). Only persons in whose names ADRs are registered on the books of the Depositary are treated by the Depositary as owners of ADRs.

The NYSE is open for trading Monday through Friday from 9:30 am to 4:00 pm, with the exception of holidays declared by the NYSE in advance. On the trading floor, the NYSE trades in a continuous auction format, where traders can execute stock transactions on behalf of investors. Designated market makers act as auctioneers in an open outcry auction market to bring buyers and sellers together and to manage the actual auction. Customers can also send orders for immediate electronic execution or route orders to the floor for trade in the auction market. The NYSE works with U.S. regulators like the SEC and the Commodity Futures Trading Commission (“CFTC”) to coordinate risk management measures in the electronic trading environment through the implementation of mechanisms like circuit breakers and liquidity replenishment points.

For further information see “Item 9. The Offer and Listing — A. Offer and Listing Details — Market Price Information.”

 

D. Selling Shareholders.

Not applicable.

 

E. Dilution.

Not applicable.

 

F. Expense of the Issue.

Not applicable.

 

Item 10. Additional Information

 

A. Share Capital.

Not applicable.

 

B. Memorandum and Articles of Association.

Description of Share Capital

Set forth below is certain information concerning our share capital and a brief summary of certain significant provisions of Chilean law and our by-laws.

 

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General

Shareholders’ rights in Chilean companies are governed by the company’s by-laws (Estatutos), which have the same purpose as the articles or the certificate of incorporation and the by-laws of a company incorporated in the United States, and by the Chilean Companies Act, Law No. 18,046. In addition, D.L. 3500, or the Pension Funds’ System Law, which permits the investment by Chilean pension funds in stock of qualified companies, indirectly affects corporate governance and prescribes certain rights of shareholders. In accordance with the Chilean Companies Act, legal actions by shareholders to enforce their rights as shareholders of the company must be brought in Chile in arbitration proceedings or, at the option of the plaintiff, before Chilean courts. Members of the Board of Directors, managers, officers and principal executives of the company, or shareholders that individually own shares with a book value or stock value higher that UF 5,000 (Ch$ 128 million as of December 31, 2015) do not have the option to bring the procedure to the courts.

The Chilean securities markets are principally regulated by the SVS under Securities Market Law, Law No. 18,045, and the Chilean Companies Act. These two laws specify the disclosure requirements, restrictions on insider trading and price manipulation, and provide protection to minority shareholders. The Securities Market Law sets forth requirements for public offerings, stock exchanges and brokers, and outlines disclosure requirements for companies that issue publicly offered securities. The Chilean Companies Act and the Securities Market Law, both as amended, state rules regarding takeovers, tender offers, transactions with related parties, qualified majorities, share repurchases, directors’ committee, independent directors, stock options and derivative actions.

Public Register

We are publicly held stock corporation incorporated under the laws of Chile. We were constituted by public deed issued on January 11, 2016 by the Santiago Notary Public, Mr. Pedro Sadá Azner, and registered on January 19, 2016 in the Commercial Registrar (Registro de Comercio del Conservador de Bienes Raíces y Comercio de Santiago) on pages 4282 No. 2568. Our registry in the Securities Registry of the SVS was approved by the SVS on April 13, 2016, under the entry number 1138. We are also registered with the United States Securities and Exchange Commission under the commission file number 001-37724.

Reporting Requirements Regarding Acquisition or Sale of Shares

Under Article 12 of the Securities Market Law and General Rule 269 of the SVS, certain information regarding transactions in shares of a publicly held stock corporation or in contracts or securities whose price or results depend on, or are conditioned in whole or in part on the price of such shares, must be reported to the SVS and the Chilean stock exchanges. Since ADSs are deemed to represent the shares of common stock underlying the ADRs, transactions in ADRs will be subject to these reporting requirements and those established in Circular 1375 of the SVS. Shareholders of publicly held stock corporations are required to report to the SVS and the Chilean stock exchanges:

 

    any direct or indirect acquisition or sale of shares made by a holder who owns, directly or indirectly, at least 10% of a publicly held stock corporation’s subscribed capital;

 

    any direct or indirect acquisition or sale of contracts or securities whose price or results depend on or are conditioned in whole or in part on the price of shares made by a holder who owns, directly or indirectly, at least 10% of a publicly held stock corporation’s subscribed capital;

 

    any direct or indirect acquisition or sale of shares made by a holder who, due to an acquisition of shares of such publicly held stock company, results in the holder acquiring, directly or indirectly, at least 10% of a publicly held stock company’s subscribed capital; and

 

    any direct or indirect acquisition or sale of shares in any amount, made by a director, receiver, principal executive, general manager or manager of a publicly held stock company.

 

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In addition, majority shareholders of a publicly held stock corporation must inform the SVS and the Chilean stock exchanges if such transactions are entered into with the intention of acquiring control of the company or if they are making a passive financial investment instead.

Under Article 54 of the Securities Market Law and General Rule 104 enacted by the SVS, any person who directly or indirectly intends to take control of a publicly held stock corporation must disclose this intent to the market at least ten business days in advance of the proposed change of control and, in any event, as soon as the negotiations for the change of control have taken place or reserved information of the publicly held stock corporation has been provided.

Corporate Objectives and Purposes

Article 4 of our by-laws states that our corporate objectives and purposes are, among other things, to exploit the production, transportation, distribution and supply of electric power, as well as to provide engineering consulting services, directly or through other companies abroad and to make loans to related companies, combined entities and affiliates.

Board of Directors

Our Board of Directors initially consisted of nine members who were elected for an interim term at the ESM of the shareholders of Endesa Chile held on December 18, 2015 to hold office until the first OSM of the shareholders of Endesa Américas hold on April 27, 2016. At the 2016 OSM, a new Board of Directors, consisting of nine members, was elected to a three-year term. Following the end of their term, each director may be either re-elected or replaced.

The nine directors elected at the OSM are the nine individual nominees who receive the highest number of votes. Each shareholder may vote his shares in favor of one nominee or may apportion his shares among any number of nominees. The effect of these voting provisions is to ensure that a shareholder owning more than 10% of our shares is able to secure the election of a member of the Board. A majority of the Board of Directors, five members, can be secured with more than 50% of the shares.

Normally, the compensation of the directors is established annually at the OSM. Initially, the compensation of the interim Board of Directors was established at the ESM of the shareholders of Endesa Chile held on December 18, 2015. See “Item 6. Directors, Senior Management and Employees — B. Compensation.”

Agreements entered into by us with related parties can only be executed when such agreements serve our interest, and their price, terms and conditions are consistent with prevailing market conditions at the time of their approval and comply with all the requirements and procedures indicated in Article 147 of the Chilean Companies Act.

Certain Powers of the Board of Directors

Our by-laws provide that every agreement or contract that we enter into with our controlling shareholder, our directors or executives, or with our related parties, must be previously approved by two-thirds of the Board of Directors and be included in the Board meetings, and must comply with the provisions of the Chilean Companies Act.

Our by-laws do not contain provisions relating to:

 

    the directors’ power, in the absence of an independent quorum, to vote on compensation for themselves or any members of their body;

 

    borrowing powers exercisable by the directors and how such borrowing powers can be varied;

 

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    retirement or non-retirement of directors under an age limit requirement; or

 

    number of shares, if any, required for directors’ qualification.

Certain Provisions Regarding Shareholder Rights

As of the date of the filing of this Report, our capital is comprised of only one class of shares, all of which are ordinary shares and have the same rights.

Our by-laws do not contain any provisions relating to:

 

    redemption provisions;

 

    sinking funds; or

 

    liability for capital reductions by us.

Under Chilean law, the rights of our stockholders may only be modified by an amendment to the by-laws that complies with the requirements explained below under “Item 10. Additional Information — B. Memorandum and Articles of Association — Shareholders’ Meetings and Voting Rights.”

Capitalization

Under Chilean law, only the shareholders of a company acting at an ESM have the power to authorize a capital increase. When an investor subscribes for shares, these are officially issued and registered under his name, and the subscriber is treated as a shareholder for all purposes, except receipt of dividends and for return of capital in the event that the shares have been subscribed but not paid for. The subscriber becomes eligible to receive dividends only for the shares that he has actually paid for or, if the subscriber has paid for only a portion of such shares, the pro rata portion of the dividends declared with respect to such shares unless the company’s by-laws provide otherwise. If a subscriber does not fully pay for shares for which the subscriber has subscribed on or prior to the date agreed upon for payment, notwithstanding the actions intended by the company to collect payment, the company is entitled to auction the shares on the stock exchange where such shares are traded, for the account and risk of the debtor, the number of shares held by the debtor necessary for the company to pay the outstanding balances and disposal expenses. However, until such shares are sold at auction, the subscriber continues to hold all the rights of a shareholder, except the right to receive dividends and return of capital. The Chief Executive Officer or the person replacing him will reduce in the shareholders’ register the number of shares in the name of the debtor shareholder to the number of shares that remain, deducting the shares sold by the company and settling the debt in the amount necessary to cover the result of such disposal after the corresponding expenses. When there are authorized and issued shares for which full payment has not been made within the period fixed by shareholders at the same ESM at which the subscription was authorized (which in no case may exceed three years from the date of such meeting), these shall be reduced in the non-subscribed amount until that date. With respect to the shares subscribed and not paid following the term mentioned above, the Board must proceed to collect payment, unless the shareholders’ meeting authorizes (by two thirds of the voting shares) a reduction of the company’s capital to the amount effectively collected, in which case the capital shall be reduced by force of law to the amount effectively paid. Once collection actions have been exhausted, the Board should propose to the shareholders’ meeting the approval by simple majority of the write-off of the outstanding balance and the reduction of capital to the amount effectively recovered.

As of March 1, 2016, our subscribed and fully paid capital totaled Ch$ 779 billion and consisted of 8,201,754,580 shares.

Preemptive Rights and Increases of Share Capital

The Chilean Companies Act requires Chilean companies to grant shareholders preemptive rights to purchase a sufficient number of shares to maintain their existing ownership percentage of such company whenever such company issues new shares.

 

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Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a 30-day period. The options to subscribe for shares in capital increases of the company or of any other securities convertible into shares or that confer future rights over these shares, should be offered, at least once, to the shareholders pro rata to the shares held registered in their name at midnight on the fifth business day prior to the date of the start of the preemptive rights period. The preemptive rights offering and the start of the 30-day period for exercising them shall be communicated through the publication of a prominent notice, at least once, in the newspaper that should be used for notifications of shareholders’ meetings. During such 30-day period, and for an additional period of up to 30-days immediately following the initial 30-day period, publicly held stock corporations are not permitted to offer any unsubscribed shares to third parties on terms which are more favorable than those offered to their shareholders. At the end of the second 30-day period, a Chilean publicly held stock corporation is authorized to sell non-subscribed shares to third parties on any terms, provided they are sold on one of the Chilean stock exchanges.

Shareholders’ Meetings and Voting Rights

An OSM must be held within the first four months following the end of our fiscal year. Our first OSM was held on April 27, 2016. An ESM may be called by the Board of Directors when deemed appropriate, or when requested by shareholders representing at least 10% of the issued shares with voting rights, or by the SVS. To convene an OSM or an ESM, notice must be given three times in a newspaper located in our corporate domicile. The newspaper designated by our shareholders is El Mercurio de Santiago. The first notice must be published not less than 15-days and no more than 20-days in advance of the scheduled meeting. Notice must also be mailed to each shareholder, to the SVS and to the Chilean stock exchanges.

The OSM shall be held on the day stated in the notice and should remain in session until having exhausted all the matters stated in the notice. However, once constituted, upon the proposal of the chairman or shareholders representing at least 10% of the shares with voting rights, the majority of the shareholders present may agree to suspend it and to continue it within the same day and place, with no new constitution of the meeting or qualification of powers being necessary, recorded in one set of minutes. Only those shareholders who were present or represented may attend the recommencement of the meeting with voting rights.

Under Chilean law, a quorum for a shareholders’ meeting is established by the presence, in person or by proxy, of shareholders representing at least a majority of the issued shares with voting rights of a company. If a quorum is not present at the first meeting, a reconvened meeting can take place at which the shareholders present are deemed to constitute a quorum regardless of the percentage of the shares represented. This second meeting must take place within 45-days following the scheduled date for the first meeting. Shareholders’ meetings adopt resolutions by the affirmative vote of a majority of those shares present or represented at the meeting. An ESM must be called to take the following actions:

 

    a transformation of the company into a form other than a publicly held stock corporation under the Chilean Companies Act, a merger or split-up of the company;

 

    an amendment to the term of duration or early dissolution of the company;

 

    a change in the company’s domicile;

 

    a decrease of corporate capital;

 

    an approval of capital contributions in kind and non-monetary assessments;

 

    a modification of the authority reserved to shareholders or limitations on the Board of Directors;

 

    a reduction in the number of members of the Board of Directors;

 

    a disposition of 50% or more of the assets of the company, whether it includes disposition of liabilities or not, as well as the approval or the amendment of the business plan which contemplates the disposition of assets in an amount greater that such percentage;

 

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    the disposition of 50% or more of the assets of a subsidiary, as long as such subsidiary represents at least 20% of the assets of the corporation, as well as any disposition of its shares that results in the parent company losing its position as controller;

 

    the form of distributing corporate benefits;

 

    issue of guarantees for third-party liabilities which exceed 50% of the assets, except when the third party is a combined entity of the company, in which case approval of the Board of Directors is deemed sufficient;

 

    the purchase of the company’s own shares;

 

    other actions established by the by-laws or the laws;

 

    certain remedies for the nullification of the company’s by-laws;

 

    inclusion in the by-laws of the right to purchase shares from minority shareholders, when the controlling shareholders reaches 95% of the company’s shares by means of a tender offer for all of the company’s shares, where at least 15% of the shares have been acquired from unrelated shareholders; and

 

    approval or ratification of acts or contracts with related parties.

Regardless of the quorum present, the vote required for any of the actions above is at least two-thirds of the outstanding shares with voting rights.

By-law amendments for the creation of a new class of shares, or an amendment to or an elimination of those classes of shares that already exist, must be approved by at least two-thirds of the outstanding shares of the affected series.

Chilean law does not require a publicly held stock corporation to provide its shareholders the same level and type of information required by the U.S. securities laws regarding the solicitation of proxies. However, shareholders are entitled to examine the financial statements and corporate books of a publicly held stock corporation within the 15-day period before its scheduled OSM. Under Chilean law, a notice of a shareholders meeting listing matters to be addressed at the meeting must be mailed at least 15 days prior to the date of such meeting, and, an indication of the way complete copies of the documents that support the matters submitted for voting can be obtained, which must also be made available to shareholders on our website. In the case of an OSM, our annual report of activities, which includes audited financial statements, must also be made available to shareholders and published on our website at: www.endesaamericas.cl.

The Chilean Companies Act provides that, upon the request by the Directors’ Committee or by shareholders representing at least 10% of the issued shares with voting rights, a Chilean company’s annual report must include, in addition to the materials provided by the Board of Directors to shareholders, such shareholders’ comments and proposals in relation to the company’s affairs. In accordance with Article 136 of the Chilean Companies Regulation (Reglamento de Sociedades Anónimas), the shareholder(s) holding or representing 10% or more of the shares issued with voting rights, may:

 

    make comments and proposals relating to the progress of the corporate businesses in the corresponding year, no shareholder being able to make individually or jointly more than one presentation. These observations should be presented in writing to the company concisely, responsibly and respectfully, and the respective shareholder(s) should state their willingness for these to be included as an appendix to the annual report. The board shall include in an appendix to the annual report of the year a faithful summary of the pertinent comments and proposals the interested parties had made, provided they are presented during the year or within 30-days after its ending; or

 

   

make comments and proposals on matters that the board submits for the knowledge or voting of the shareholders. The board shall include a faithful summary of those comments and proposals in all

 

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information it sends to shareholders, provided the shareholders’ proposal is received at the offices of the company at least 10-days prior to the date of dispatch of the information by the company. The shareholders should present their comments and proposals to the company, expressing their willingness for these to be included in the appendix to the respective annual report or in information sent to shareholders, as the case may be. The observations referred to in this Article may be made separately by each shareholder holding 10% or more of the shares issued with voting rights or shareholders who together hold that percentage, who should act as one.

Similarly, the Chilean Companies Act provides that whenever the Board of Directors of a publicly held stock corporation convenes an OSM and solicits proxies for the meeting, or circulates information supporting its decisions or other similar material, it is obligated to include the pertinent comments and proposals that may have been made by the Directors’ Committee or by shareholders owning 10% or more of the shares with voting rights who request that such comments and proposals be so included.

Only shareholders registered as such with us, as of midnight on the fifth business day prior to the date of a meeting, are entitled to attend and vote their shares. A shareholder may appoint another individual, who does not need to be a shareholder, as his proxy to attend the meeting and vote on his behalf. Proxies for such representation shall be given for all the shares held by the owner. The proxy may contain specific instructions to approve, reject, or abstain with respect to any of the matters submitted for voting at the meeting and which were included in the notice. Every shareholder entitled to attend and vote at a shareholders’ meeting shall have one vote for every share subscribed.

There are no limitations imposed by Chilean law or our by-laws on the right of nonresidents or foreigners to hold or vote shares of common stock. However, the registered holder of the shares of common stock represented by ADSs, and evidenced by outstanding ADSs, is the custodian of the depositary, currently Banco Santander Chile, or any successor thereto. Accordingly, holders of ADSs are not entitled to receive notice of meetings of shareholders directly or to vote the underlying shares of common stock represented by ADS directly. The Deposit Agreement contains provisions pursuant to which the depositary has agreed to solicit instructions from registered holders of ADSs as to the exercise of the voting rights pertaining to the shares of common stock represented by the ADSs. Subject to compliance with the requirements of the Deposit Agreement and receipt of such instructions, the Depositary has agreed to endeavor, insofar as practicable and permitted under Chilean law and the provisions of the by-laws, to vote or cause to be voted (or grant a discretionary proxy to the Chairman of the Board of Directors or to a person designated by the Chairman of the Board of Directors to vote) the shares of common stock represented by the ADSs in accordance with any such instruction. The Depositary shall not itself exercise any voting discretion over any shares of common stock underlying ADSs. If no voting instructions are received by the Depositary from a holder of ADSs with respect to the shares of common stock represented by the ADSs, on or before the date established by the Depositary for such purpose, the shares of common stock represented by the ADS, may be voted in the manner directed by the Chairman of the Board, or by a person designated by the Chairman of the Board, subject to limitations set forth in the Deposit Agreement.

Dividends and Liquidation Rights

According to the Chilean Companies Act, unless otherwise decided by unanimous vote of its issued shares eligible to vote, all companies must distribute a cash dividend in an amount equal to at least 30% of their combined net income, before amortization and negative goodwill for each year (calculated according to the local accounting rules applicable to us when preparing financial statements to be submitted to the SVS), unless and except to the extent we have carried forward losses. The law provides that the Board of Directors must agree to the dividend policy and inform such policy to the shareholders at the OSM.

Any dividend in excess of 30% of net income may be paid, at the election of the shareholder, in cash, or in our shares, or in shares of publicly held corporations owned by us. Shareholders who do not expressly elect to receive a dividend other than in cash are legally presumed to have decided to receive the dividend in cash.

 

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Dividends, which are declared but not paid within the appropriate time period set forth in the Chilean Companies Act (as to minimum dividends, 30-days after declaration; as to additional dividends, the date set for payment at the time of declaration), are adjusted to reflect the change in the value of UF, from the date set for payment to the date such dividends are actually paid. Such dividends also accrue interest at the then-prevailing rate for UF-denominated deposits during such period. The right to receive a dividend lapses if it is not claimed within five years from the date such dividend is payable. Payments not collected in such period are transferred to the volunteer fire department.

In the event of our liquidation, the shareholders would participate in the assets available in proportion to the number of paid-in shares held by them, after payment to all creditors.

Approval of Financial Statements

The Board of Directors is required to submit our combined financial statements to the shareholders annually for their approval. If the shareholders by a vote of a majority of shares present (in person or by proxy) at the shareholders’ meeting reject the financial statements, the Board of Directors must submit new financial statements no later than 60-days from the date of such meeting. If the shareholders reject the new financial statements, the entire Board of Directors is deemed removed from office and a new board is elected at the same meeting. Directors who individually approved such financial statements are disqualified for reelection for the following period.

Change of Control

The Capital Markets Law establishes a comprehensive regulation related to tender offers. The law defines a tender offer as the offer to purchase shares of companies which publicly offer their shares or securities convertibles into shares and which offer is made to shareholders to purchase their shares under conditions which allow the bidder to reach a certain percentage of ownership of the company within a fixed period of time. These provisions apply to both voluntary and hostile tender offers.

Acquisition of Shares

No provision in our by-laws discriminates against any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares. However, no person may directly or indirectly own more than 65% of the outstanding shares of our stock. The foregoing restriction does not apply to the depositary as record owner of shares represented by ADRs, but it does apply to each beneficial ADS holder. Additionally, our by-laws prohibit any shareholder from exercising voting power with respect to more than 65% of the common stock owned by such shareholder or on behalf of others representing more than 65% of the outstanding issued shares with voting rights.

Right of Dissenting Shareholders to Tender Their Shares

The Chilean Companies Act provides that upon the adoption of any of the resolutions enumerated below at a meeting of shareholders, dissenting shareholders acquire the right to withdraw from the company and to compel the company to repurchase their shares, subject to the fulfillment of certain terms and conditions. In order to exercise such withdrawal rights, holders of ADRs must first withdraw the shares represented by their ADRs pursuant to the terms of the deposit agreement.

“Dissenting” shareholders are defined as those who at a shareholders’ meeting vote against a resolution that results in the withdrawal right, or who if absent from such meeting, state in writing their opposition to the respective resolution, within the 30-days following the shareholders’ meeting. Shareholders present or represented at the meeting and who abstain in exercising their voting rights shall not be considered as dissenting. The right to withdraw should be exercised for all the shares that the dissenting shareholder had registered in their name on the date on which the right is determined to participate in the meeting at which the resolution is adopted that motivates the withdrawal and which remains on the date on which their intention to withdraw is communicated to the company.

 

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The price paid to a dissenting shareholder of a publicly held stock corporation whose shares are quoted and actively traded on one of the Chilean stock exchanges is the weighted average of the sales prices for the shares as reported on the Chilean stock exchanges on which the shares are quoted for the two-month period between the ninetieth and the thirtieth day before the shareholders’ meeting giving rise to the withdrawal right. If, because of the volume, frequency, number and diversity of the buyers and sellers, the SVS determines that the shares are not actively traded on a stock exchange, the price paid to the dissenting shareholder shall be the book value. Book value for this purpose shall equal paid capital plus reserves and profits, less losses, divided by the total number of subscribed shares, whether entirely or partially paid. For the purpose of making this calculation, the last combined statements of financial position is used, as adjusted to reflect inflation up to the date of the shareholders’ meeting which gave rise to the withdrawal right.

Article 126 of the Chilean Companies Act Regulations establishes that in cases where the right to withdraw arises, the company shall be obliged to inform the shareholders of this situation, the value per share that will be paid to shareholders exercising their right to withdraw and the term for exercising it. Such information should be given to shareholders at the same meeting at which the resolutions are adopted giving rise to the right of withdrawal, prior to its voting. A special communication should be given to the shareholders with rights, within two days following the date on which the rights to withdraw are born. In the case of publicly held companies, such information shall be communicated by a prominent notice in a newspaper with a wide national circulation and on its website, plus a written communication addressed to the shareholders with rights at the address they have registered with the company. The notice of the shareholders meeting that should pronounce on a matter that could originate withdrawal rights should mention this circumstance.

The resolutions that result in a shareholder’s right to withdraw include, among others, the following:

 

    the transformation of the company into an entity which is not a publicly held stock corporation governed by Chilean Companies Act;

 

    the merger of the company with another company;

 

    disposition of 50% or more of the assets of the company, whether it includes disposition of liabilities or not, as well as the approval or the amendment of the business plan which contemplates the disposition of assets in an amount greater than such percentage;

 

    the disposition of 50% or more of the assets of a combined entity, as long as such combined entity represents at least 20% of the assets of the company, as well as any disposition of its shares that results in the parent company losing its position of controller;

 

    issue of guarantees for third parties’ liabilities which exceed 50% of the assets (if the third party is a combined entity of the company, the approval of the Board of Directors is sufficient);

 

    the creation of preferential rights for a class of shares or an amendment to the existing ones. In this case the right to withdraw only accrues to the dissenting shareholders of the class or classes of shares adversely affected;

 

    certain remedies for the nullification of the corporate by-laws; and

 

    such other causes as may be established by the law or by the company’s by-laws.

Investments by AFPs

The Pension Funds’ System Law permits AFPs to invest their funds in companies that are subject to Title XII and, subject to greater restrictions than other companies. The determination of which stocks may be purchased by AFPs is made by the Risk Classification Committee. The Risk Classification Committee establishes investment guidelines and is empowered to approve or disapprove those companies that are eligible for AFP investments. We are a Title XII company and were approved by the Risk Classification Committee.

 

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Title XII companies are required to have by-laws that limit the ownership of any shareholder to a specified maximum percentage, require that certain actions be taken only at a meeting of the shareholders, and give the shareholders the right to approve certain investment and financing policies.

Registrations and Transfers

Shares issued by us are registered with an administrative agent named DCV Registros S.A. This entity is also responsible for our shareholders registry. In case of jointly-owned shares, an attorney-in-fact must be appointed to represent the joint owners in dealing with us.

 

C. Material Contracts.

None.

 

D. Exchange Controls.

The Central Bank of Chile is responsible for, among other things, monetary policies and exchange controls in Chile. Currently applicable foreign exchange regulations are set forth in the Compendium of Foreign Exchange Regulations (the “Compendium”) approved by the Central Bank of Chile in 2002. Appropriate registration of a foreign investment in Chile permits the investor access to the Formal Exchange Market. Foreign investments can be registered with the Foreign Investment Committee under D.L. 600 of 1974 or can be registered with the Central Bank of Chile under the Central Bank Act, Law 18840 of October 1989.

 

a) Foreign Investments Contracts and Chapter XIV

The following is a summary of certain provisions of Chapter XIV that will be applicable to all shareholders (and ADS holders). This summary does not purport to be complete and is qualified in its entirety by reference to Chapter XIV. Chapter XIV regulates the following type of investments: credits, deposits, investments and equity contributions. A Chapter XIV investor may at any time repatriate an investment made in us upon sale of our shares, and the profits derived therefrom, with no monetary ceiling, subject to the then effective regulations, which must be reported to the Central Bank of Chile.

Except for compliance with tax regulations and some reporting requirements, currently there are no rules in Chile affecting repatriation rights, except that the remittance of foreign currency must be made through a Formal Exchange Market entity. However, the Central Bank of Chile has the authority to change such rules and impose exchange controls.

The Compendium and International Bond Issuances

Chilean issuers may offer bonds issued by the Central Bank of Chile internationally under Chapter XIV, as amended, of the Compendium.

 

E. Taxation.

Chilean Tax Considerations

The following discussion summarizes material Chilean income and withholding tax consequences to foreign holders arising from the ownership and disposition of shares and ADSs and, to the extent any are issued, rights and ADS rights. The summary that follows does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of shares or ADSs and rights or ADS rights, if any, and does not purport to deal with the tax consequences applicable to all categories of investors, some of which may be subject to special rules. Holders of shares and ADSs are advised to consult their own tax advisors concerning the Chilean and other tax consequences of the ownership of shares or ADSs.

 

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The summary that follows is based on Chilean law, in effect on the date hereof, and is subject to any changes in these or other laws occurring after such date, possibly with retroactive effect. Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another law. In addition, the Chilean tax authorities enact rulings and regulations of either general or specific application and interpret the provisions of the Chilean Income Tax Law. Chilean tax may not be assessed retroactively against taxpayers who act in good faith relying on such rulings, regulations and interpretations, but Chilean tax authorities may change their rulings, regulations and interpretations in the future. The discussion that follows is also based, in part, on representations of the depositary, and assumes that each obligation in the Deposit Agreement and any related agreements will be performed in accordance with its terms. As of this date, there is currently no applicable income tax treaty in effect between the United States and Chile. However, in 2010 the United States and Chile signed an income tax treaty that will enter into force once the treaty is ratified by both countries. There can be no assurance that the treaty will be ratified by either country. The following summary assumes that there is no applicable income tax treaty in effect between the United States and Chile.

As used in this Report, the term “foreign holder” means either:

 

    in the case of an individual holder, a person who is not a resident of Chile; for purposes of Chilean taxation, an individual is resident of Chile if he or she has resided in Chile for more than six months in one calendar year, or a total of more than six months in two consecutive fiscal years; or

 

    in the case of a legal entity holder, an entity that is not organized under the laws of Chile, unless the shares or ADSs are assigned to a branch, agent, representative or permanent establishment of such entity in Chile.

Taxation of Shares and ADSs

Taxation of Cash Dividends and Property Distributions

General Rule: The following taxation of cash dividends and property distributions applies until 2016. Cash dividends paid with respect to the shares or ADSs held by a foreign holder will be subject to Chilean withholding tax, which is withheld and paid by the company. As described in the example below, the amount of the Chilean withholding tax is determined by applying a 35% rate to a “grossed-up” distribution amount (such amount equal to the sum of the actual distribution amount and the correlative Chilean corporate income tax paid by the issuer), and then subtracting as a credit such Chilean corporate income tax paid by the issuer. From 2004 through 2010, the Chilean corporate income tax rate was 17% and from 2011 until 2014, the rate was 20%.

In September 2014, a tax reform was enacted (Law 20,780) which, among other topics, progressively increased the corporate income tax (“CIT”). The CIT rate will be adjusted as follows: in 2014 it increased from 20% to 21%; in 2015 it increased to 22.5%; in 2016 it increases to 24%; in 2017, depending on which of the two new alternative systems enacted as part of the 2014 tax reform (discussed below) is chosen, the rate increases to 25% for companies electing the accrued income basis and 25.5% for companies electing the cash basis for shareholders. As of 2018, the CIT rate will remain at 25% for companies that elected the accrued income basis and will increase to 27% for companies that elected the cash basis for shareholders.

 

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The example below illustrates the effective Chilean withholding tax burden on a cash dividend received by a foreign holder, assuming a Chilean withholding tax base rate of 35%, an effective Chilean corporate income tax rate of 22.5 % (CIT rate for 2015) and a distribution of 50% of the net income of the company distributable after payment of the Chilean corporate income tax:

 

Line

  

Concept and calculation assumptions

     Amount    
1    Company taxable income (based on Line 1 = 100)      100.0   
2    Chilean corporate income tax : 22.5% x Line 1      22.5   
3    Net distributable income: Line 1 — Line 2      77.5   
4    Dividend distributed (50% of net distributable income): 50% of Line 3      38.75   
5    Withholding tax: (35% of (the sum of Line 4 and 50% of Line 2))      (17.5
6    Credit for 50% of Chilean corporate income tax : 50% of Line 2      11.25   
7    Net withholding tax : Line 5 + Line 6      (6.25
8    Net dividend received: Line 4 - Line 7      32.5   
9    Effective dividend withholding rate : Line 7 / Line 4      16.13

In general, the effective Chilean dividend withholding tax rate, after giving effect to the credit for the Chilean corporate income tax paid by the company, can be computed using the following formula:

 

Effective Dividend    =      (Withholding tax rate) - (Chilean corporate income tax rate)
Withholding Tax Rate                       1 - (Chilean corporate income tax rate)

Using the rates prevailing until 2015, the Effective Dividend Withholding Rate is

(35%-22.5%) / (100%-22.5%) = 16.13%

Dividends are generally assumed to have been paid out of our oldest retained profits for purposes of determining the level of Chilean corporate income tax that was paid by us. For information as to our retained earnings for tax purposes and the tax credit available on the distribution of such retained earnings, see Note 15 of the Notes to our combined financial statements.

Under Chilean Income Tax Law, dividend distributions made in property are subject to the same Chilean tax rules as cash dividends. Stock dividends that represent free shares distributed to foreign shareholders as a consequence of a capitalization made on the same corporation are not subject to Chilean taxation.

Exceptions: Despite the aforementioned general rule, there are special circumstances under which a different tax treatment would apply depending on the source of the income or due to special circumstances existing at the date of the dividend distribution. The most common special cases are briefly described below:

1) Circumstances where there is no CIT credit against the Chilean withholding tax: These cases are when: (i) profits paid as dividends (following the seniority rule indicated above) exceed a company’s taxable income (such dividend distributions in excess of a company’s taxable income determined as of December 31 of the distribution’s year will be subject to the Chilean withholding tax rate of 35%, without the CIT credit; in relation to the provisional withholding rule applicable on the date of the dividend payment, please see number 3 below); or (ii) the income was not subject to CIT due to an exemption of the Chilean corporate income tax, in which case the foreign holder will be also subject to the Chilean withholding tax rate of 35% without the CIT credit.

2) Circumstances where dividends have been attributed to income exempted from all the Chilean income taxes: In these cases, dividends distributed by a company to the foreign holder will not be subject to Chilean withholding tax. Income exempted from Chilean income tax is expressly listed in the Chilean Income Tax Law.

 

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3) Circumstances where dividends are subject to a provisional withholding tax: In the event that on the date of the dividend distribution there are no earnings on which income tax has been paid and there are no tax-exempt earnings, a 35% Chilean withholding tax with a provisional 22.5% Chilean CIT credit is applicable. This provisional 22.5% Chilean corporate income tax credit must be confirmed with the information of a company’s taxable income as of December 31 of the year in which the dividend was paid. A company can agree with the foreign holders to withhold a higher amount in order to avoid under withholding of the Chilean withholding tax.

4) Circumstances when it is possible to use certain credits in Chile against income taxes paid abroad, or “foreign tax credit”: This occurs when dividends distributed by the Chilean company have income generated by companies domiciled in third countries as their source. If that income was subject to withholding tax or corporate income tax in those third countries, such income will have a credit or “foreign tax credit” against corresponding Chilean taxes, which can be proportionally transferred to the shareholders of a Chilean company.

New System in effect starting in 2017

The tax reform released in September 2014 created two alternative mechanisms of shareholder-level income taxation beginning on January 1, 2017: a) accrued income basis (known as attributed-income system in Chile) shareholder taxation and b) cash basis (known as partially-integrated system in Chile and most similar to the current system) shareholder taxation. On February 8, 2016, Law 20,899 was enacted, which made adjustments to the tax reform released in September 2014. Among other adjustments, Law 20,899 established that taxpayers whose owners (partners or shareholders) are exclusively individual persons may choose to apply either of the aforementioned systems. The selection should be made before the end of 2016. Once the election is made, it will remain in effect for five years. If no regime is chosen by a taxpayer whose owners are individual persons, the law states that the default system will be the accrued income basis. For other taxpayers, whose owners are not exclusively individual persons, the cash basis system (partially-integrated system) must be used.

In addition, the aforementioned Law 20,899 expanded the 100% CIT credit against the Chilean shareholder tax to taxpayers who are residents in countries with which Chile has an effective or signed tax treaty to avoid international double taxation prior to January 1, 2017, even if not in force as of such date. This is currently the status of the treaty signed between Chile and United States. This temporary rule will be in force from January 1, 2017 through December 31, 2019.

 

  a) Accrued income basis

Shareholders would be taxed in Chile on income attributed to them as of the end of the tax year in which the income is generated, eliminating the taxable profits fund ledger (“FUT” in its Spanish acronym). These profits would be taxed at the shareholder level whether or not they are distributed. The underlying CIT paid at the entity level may be used by shareholders as a credit to reduce the Chilean shareholder tax. Therefore, the total company and shareholder Chilean income tax burden remains at 35%. Future distributions are not subject to taxation.

Taxpayers will be taxed on the income of companies in which they have an interest in the year such income is recognized, regardless of whether actual distributions are made, with the corresponding credit.

Taxation in two stages

 

•       Company:    25% of accrued profits (using the maximum CIT applicable as of 2018).
  Shareholder:    35% of accrued profits (whether or not distributions are received, with 100% credit of the CIT paid, resulting in an effective tax rate to the shareholder of 10%).

Total Tax Burden: 35%

 

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Progressive CIT tax rate increase: 21% in 2014, 22.5% in 2015, 24% in 2016 and 25% as of 2017.

Advantages to accrued income tax basis:

 

    CIT Rate of 25% vs. 27% for the cash basis.

 

    Shareholders are granted 100% credit of taxes paid by a company.

Disadvantages to accrued income tax basis:

 

    Shareholders are taxed on undistributed profits.

 

    Shareholders of record must pay tax by December 31st (regardless of having received dividends).

 

    Complex management for companies.

 

  b) Cash basis

A company pays CIT on its annual result. Foreign and local individual shareholders will only pay in Chile the relevant tax on effective profit distributions and will be allowed to use the tax paid by the distributing company as credit, with certain limitations. Only 65% of the CIT is creditable against the 35% shareholder-level tax (as opposed to 100% under the current FUT regime and under the accrued income basis). However, if there is an effective or signed tax treaty with Chile before January 1, 2017 (even if not in effect), the CIT is fully creditable against the 35% shareholder tax.

Taxation in two stages

 

•       Company:    27% of accrued profits (using the maximum CIT applicable from 2018 and forward).
  Shareholder:    35% of cash disbursement (65% of CIT tax is creditable against the shareholder level tax, resulting in an effective tax rate to the shareholder of 17.5%. However, if the shareholder is a resident of a country with an effective or signed tax treaty with Chile before January 1, 2017 (even if not in effect), CIT tax is fully creditable, resulting in an effective tax rate to the shareholder of 8%).

Total Tax Burden: 44.45% (35% for residents of countries with tax treaties)

Advantages to cash basis:

 

    Shareholders are only taxed on actual distributions.

 

    Shareholders must pay taxes only if they hold the share on the dividend distribution date.

Disadvantages to cash basis:

 

    CIT Rate of 27% versus 25% for the accrued income basis.

 

    Only shareholders residing in countries with an effective or signed tax treaty with Chile before January 1, 2017 (even if not in effect) are granted full CIT credit (others 65%).

Taxation on sale or exchange of ADSs, outside of Chile

Gains obtained by a foreign holder from the sale or exchange of ADSs outside Chile will not be subject to Chilean taxation.

 

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Taxation on sale or exchange of Shares

The Chilean Income Tax Law includes a tax exemption on capital gains arising from the sale of shares of listed companies traded in the stock markets. Although there are certain restrictions, in general terms, the amendment provides that in order to qualify for the capital gain exemption: (i) the shares must be of a publicly held stock corporation with a certain minimum level of trading on a stock exchange; (ii) the sale must be carried out in a Chilean stock exchange, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law; (iii) the shares which are being sold must have been acquired on a Chilean stock exchange, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law, or in an initial public offering (due to the creation of a company or to a capital increase), or due to the exchange of convertible bonds; and (iv) the shares must have been acquired after April 19, 2001.

If the shares do not qualify for the above exemption, capital gains on their sale or exchange of shares (as distinguished from sales or exchanges of ADSs representing such shares of common stock) could be subject to two alternative tax regimes: (a) the general tax regime, with a 22.5% Chilean corporate income tax and a 35% Chilean withholding tax, the former being creditable against the latter; or (b) a 22.5% Chilean corporate income tax as sole tax regime, when all the following circumstances are met: (i) the sale is made between unrelated parties, (ii) the sale of shares is not a recurrent or habitual activity for the seller and (iii) at least one year has elapsed between the acquisition and the sale of the shares.

The date of acquisition of the ADSs is considered to be the date of acquisition of the shares for which the ADSs are exchanged.

Taxation of Rights and ADS Rights

For Chilean tax purposes and to the extent we issue any rights or ADS rights, the receipt of rights or ADS rights by a foreign holder of shares or ADSs pursuant to a right offering is a nontaxable event. In addition, there are no Chilean income tax consequences to foreign holders upon the exercise or the lapse of the rights or the ADS rights.

Any gain on the sale, exchange or transfer of any ADS rights by a foreign holder is not subject to taxes in Chile.

Any gain on the sale, exchange or transfer of the rights by a foreign holder is subject to a 35% Chilean withholding tax.

Currently, there are no rights that are outstanding.

Other Chilean Taxes

There is no gift, inheritance or succession tax applicable to the ownership, transfer or disposition of ADSs by foreign holders, but such taxes will generally apply to the transfer at death or by gift of the shares by a foreign holder. There is no Chilean stamp, issue, registration or similar taxes or duties payable by holders of shares or ADSs.

Material U.S. Income Tax Considerations

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These authorities are subject to change, possibly with retroactive effect. This discussion assumes that the depositary’s activities are clearly and appropriately defined so as to ensure that the tax treatment of ADSs will be identical to the tax treatment of the underlying shares.

 

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The following are the material U.S. federal income tax consequences to U.S. Holders (as defined herein) of receiving, owning, and disposing of shares or ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold such securities and is based on the assumption stated above under “Chilean Tax Considerations” that there is no applicable income tax treaty in effect between the United States and Chile. The discussion applies only if the beneficial owner holds shares or ADSs as capital assets for U.S. federal income tax purposes and it does not describe all of the tax consequences that may be relevant in light of the beneficial owner’s particular circumstances. For instance, it does not describe all the tax consequences that may be relevant to:

 

    certain financial institutions;

 

    insurance companies;

 

    dealers and traders in securities who use a mark-to-market method of tax accounting;

 

    persons holding shares or ADSs as part of a “straddle” integrated transaction or similar transaction;

 

    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

    partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

 

    persons liable for the alternative minimum tax;

 

    tax-exempt organizations;

 

    persons holding shares or ADSs that own or are deemed to own ten percent or more of our stock; or

 

    persons holding shares or ADSs in connection with a trade or business conducted outside of the United States.

If an entity classified as a partnership for U.S. federal income tax purposes holds shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships holding shares or ADSs and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the shares or ADSs.

You will be a “U.S. Holder” for purposes of this discussion if you become a beneficial owner of our shares or ADSs and if you are, for U.S. federal income tax purposes:

 

    a citizen or individual resident of the United States; or

 

    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; or

 

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

    a trust (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or (ii) if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

In general, if a beneficial owner owns ADSs, such owner will be treated as the owner of the shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a beneficial owner exchanges ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concerns that parties to whom ADSs are released before shares are delivered to the depositary (pre-release) or intermediaries in the chain of ownership between beneficial owners and the issuer of the security underlying the ADSs may be taking actions that are inconsistent with the claiming of foreign tax credits for beneficial owners of depositary shares. Such actions would also be inconsistent with the

 

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claiming of the reduced tax rate, described below, applicable to dividends received by certain non-corporate beneficial owners. Accordingly, the analysis of the creditability of Chilean taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by such parties or intermediaries.

This discussion assumes that we will not be a passive foreign investment company, as described below.

Beneficial owners should consult their tax advisors with respect to their particular tax consequences of owning or disposing of shares or ADSs, including the applicability and effect of state, local, non-U.S. and other tax laws and the possibility of changes in tax laws.

Taxation of Distributions

The following discussion is based on the current regime for taxation of cash dividends and distributions applicable in Chile until 2016. For 2017 and later, the U.S. federal income tax treatment will depend on which of the two regimes we elect to adopt. See “— Chilean Tax Considerations — Taxation of shares and ADSs — Taxation of Cash Dividends and Property Distributions” above.

Distributions paid on shares or ADSs other than certain pro rata distributions of shares of common stock will be treated as dividends taxable as ordinary income to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported as dividends.

If a beneficial owner is a U.S. Holder, subject to applicable limitations and the discussion above regarding concerns expressed by the U.S. Treasury, dividends paid by qualified foreign corporations to the beneficial owner that is not a corporation are taxable at a maximum rate of 20%. A foreign company is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on an established securities market in the United States, such as the New York Stock Exchange where our ADSs are traded. Beneficial owners should consult their tax advisors to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

The amount of a dividend will include the net amount withheld by us in respect of Chilean withholding taxes on the distribution. The amount of the dividend will be treated as foreign-source dividend income to a beneficial owner and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code. Dividends will be included in a beneficial owner’s income on the date of the beneficial owner’s, or in the case of ADSs, the Depositary’s receipt of the dividend. The amount of any dividend paid in Chilean pesos will be a U.S. dollar amount calculated by reference to the exchange rate for converting Chilean pesos into U.S. dollars in effect on the date of such receipt regardless of whether 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 beneficial owner generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A beneficial owner may have foreign currency gain or loss if the dividend is converted into U.S. dollars on a date after the date of receipt.

Subject to applicable limitations that may vary depending upon a beneficial owner’s circumstances and subject to the discussion above regarding concerns expressed by the U.S. Treasury, the net amount of Chilean withholding tax (after reduction for the credit for Chilean corporate income tax, as discussed above under “— Chilean Tax Considerations — Taxation of Shares and ADSs — Taxation of Cash Dividends and Property Distributions” above) withheld from dividends on shares or ADSs will be creditable against a beneficial owner’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and, therefore, a beneficial owner should consult the beneficial owner’s tax advisor regarding the availability of foreign tax credits in the beneficial owner’s particular circumstances. Instead of claiming a credit, a beneficial owner may, at the

 

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beneficial owner’s election, deduct such Chilean taxes in computing the beneficial owner’s taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year to foreign countries and possessions of the United States.

Sale or Other Disposition of Shares or ADSs

If a beneficial owner is a U.S. Holder, for U.S. federal income tax purposes, the gain or loss a beneficial owner realizes on the sale or other disposition of shares or ADSs will be a capital gain or loss, and will be a long-term capital gain or loss if the beneficial holder has held the shares or ADSs for more than one year. The amount of a beneficial owner’s gain or loss will equal the difference between the beneficial owner’s tax basis in the shares or ADSs disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. Such gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. In addition, certain limitations exist on the deductibility of capital losses by both corporate and individual taxpayers.

In certain circumstances, Chilean taxes may be imposed upon the sale of shares. See “— Chilean Tax Considerations — Taxation of Shares and ADSs.” If a Chilean tax is imposed on the sale or disposition of shares, and a beneficial owner that is a U.S. Holder does not receive significant foreign source income from other sources, such beneficial owner may not be able to credit such Chilean tax against the beneficial owner’s U.S. federal income tax liability.

Passive Foreign Investment Company Rules

We believe that we will not be a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for our 2016 taxable year or for the foreseeable future. However, because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because it is unclear whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were to become a PFIC for any taxable year during which a beneficial owner held shares or ADSs, certain adverse consequences could apply to the beneficial owner, including the imposition of higher amounts of tax than would otherwise apply, and additional filing requirements. Beneficial owners should consult their tax advisors regarding the consequences to them if we were a PFIC, as well as the availability and advisability of making any election that might mitigate the adverse consequences of PFIC status.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (i) the beneficial owner is an exempt recipient or (ii) in the case of backup withholding, the beneficial owner provides a correct taxpayer identification number and certifies that the beneficial owner is not subject to backup withholding.

The amount of any backup withholding from a payment to a beneficial owner will be allowed as a credit against the beneficial owner’s U.S. federal income tax liability and may entitle the beneficial owner to a refund, provided that the required information is furnished in a timely fashion to the Internal Revenue Service.

Medicare Contribution Tax

Legislation enacted in 2010 generally imposes a tax of 3.8% on the “net investment income” of certain individuals, trusts and estates. Among other items, net investment income generally includes gross income from dividends and net gain attributable to the disposition of certain property, like the shares or ADSs, less certain

 

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deductions. A beneficial owner should consult the beneficial owner’s tax advisor regarding the possible application of this legislation in the beneficial owner’s particular circumstances.

Beneficial owners should consult their tax advisors with respect to the particular consequences to them of receiving, owning or disposing of shares or ADSs.

 

F. Dividends and Paying Agents.

Not applicable.

 

G. Statement by Experts.

Not applicable.

 

H. Documents on Display.

We are subject to the information requirements of the Exchange Act, except that as a foreign issuer, we are not subject to SEC proxy rules (other than general anti-fraud rules) or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we file or furnish reports and other information with the SEC. Reports and other information filed or furnished with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be inspected at the offices of the New York Stock Exchange, at 11 Wall Street, New York, New York 10005, on which our ADSs are listed. In addition, the SEC maintains a website that contains electronically filed information, which can be accessed at http://www.sec.gov.

 

I. Subsidiary Information.

Not applicable.

 

Item 11. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks arising from changes in commodity prices, interest rates and foreign exchange rates, that affect the generation business in the countries where we operate. These risks are monitored and managed by us in coordination with Enersis Américas, our parent company. Our Board of Directors approves risk management policies at all levels.

Commodity Price Risk

In our electricity generation business, we are exposed to market risks arising from the price volatility of electricity, natural gas, diesel oil, and coal. We seek to ensure our fuel supply by securing long-term contracts with our suppliers for periods that are expected to match the lifetime of our generation assets. As of December 31, 2015 and 2014, we did not hold contracts classified as derivative financial instruments or financial instruments related to natural gas.

In the countries where we operate using coal and diesel oil, the dispatch or bidding mechanism allows the thermal power plants to cover their operational costs. However, under certain circumstances, fuel price fluctuations might affect marginal costs. As of December 31, 2015 and 2014, we did not hold any contracts classified as either derivative financial instruments or financial instruments related to coal or petroleum-based liquid fuels.

Additionally, through adequate commercial risk mitigation policies, and a hydro-thermal power plant mix, we seek to protect our operating income from electricity price volatility. As of December 31, 2015 and 2014, we did not hold electricity price-sensitive instruments.

 

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We are continually analyzing ways to hedge commodity price risk, like transferring commodity price variations to the customers’ contract prices and/or permanently adjusting the commodity indexed price formulas for new Power Purchase Agreements (“PPAs”) according to our exposure and/or analyzing ways to mitigate risk through hydrological insurance in dry years. In the future we may use price-sensitive instruments.

Interest Rate and Foreign Currency Risk

The carrying values of our debt as of December 31, 2015, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

     Expected maturity date  

For the year ended
December 31,

   2016     2017     2018     2019     2020     Thereafter     Total     Fair
Value(2)
 
     (in millions of Ch$)(1)  

Fixed Rate

                

US$

     17,530        6,787        9,874        7,772        8,836        29,235        80,033        81,126   

Weighted average interest rate

     5.0     0.7     4.8     5.7     4.4     2.1     3.6     —     

Other currencies(3)

     49,858        30,436        42        5,202                  171,331        256,869        290,326   

Weighted average interest rate

     7.0     7.9     8.6     6.3     —          10.1     9.1     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

     67,388        37,223        9,915        12,973        8,836        200,566        336,901        371,452   

Weighted average interest rate

     6.5     6.6     4.8     5.9     4.4     8.9     7.8  

Variable Rate

                

US$

     41,995        18,154        18,024        —         —          —          78,173        78,173   

Weighted average interest rate

     2.6     2.0     2.0     —          —          —          2.3     —     

Other currencies(3)

     79,243        51,472        59,008        90,802        63,528        333,502        677,555        675,133   

Weighted average interest rate

     12.0     11.7     10.3     9.6     8.2     9.1     9.7     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

     121,238        69,626        77,032        90,802        63,528        333,502        755,728        753,306   

Weighted average interest rate

     8.8     9.1     8.3     9.6     8.2     9.1     9.0     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     188,626        106,849        86,947        103,776        72,364        534,068        1,092,629        1,124,758   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was Ch$ 710.16 per US$ 1.00.
(2) As of December 31, 2015, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.
(3) “Other currencies” include the Brazilian real, Colombian peso, Argentine peso and Peruvian Sol.

 

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The carrying values of our debt as of December 31, 2014, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

    Expected maturity date  

For the year ended December 31,

  2015     2016     2017     2018     2019     Thereafter     Total     Fair
Value(2)
 
    (in millions of Ch$)(1)  

Fixed Rate

               

US$

    6,698        13,791        1,656        7,724        5,984        35,784        71,637        75,517   

Weighted average interest rate

    4.4     5.5     2.1     5.3     6.3     2.1     3.6     —     

Other currencies(3)

    3,366        3,028        184        —          5,075        191,924        203,577        255,534   

Weighted average interest rate

    30.7     31.8     31.9     —          6.3     10.1     10.7     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

    10,065        16,819        1,840        7,724        11,059        227,708        275,214        331,051   

Weighted average interest rate

    13.2     10.3     5.1     5.3     6.3     8.8     8.8     —     

Variable Rate

               

US$

    31,510        47,041        30,140        15,235        —          —          123,928        123,928   

Weighted average interest rate

    8.6     2.2     2.7     3.8     —          —          4.1     —     

Other currencies(3)

    71,008        16,277        55,322        65,651        102,128        446,549        756,934        814,731   

Weighted average interest rate

    10.8     12.1     8.8     8.5     7.8     7.2     8.0     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

    102,518        63,318        85,462        80,886        102,128        446,549        880,862        938,659   

Weighted average interest rate

    10.1     4.8     6.6     7.6     7.8     7.2     7.4     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    112,583        80,137        87,302        88,610        113,187        674,257        1,156,076        1,269,710   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2014, which was Ch$ 606.75 per US$ 1.00.
(2) As of December 31, 2014, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.
(3) “Other currencies” include the Brazilian real, Colombian peso, Argentine peso and Peruvian Sol.

Interest Rate Risk

At December 31, 2015 and 2014, 67% and 74%, respectively, of our outstanding debt obligations were subject to variable interest rates.

We manage interest rate risk by maintaining a mixture of both variable and fixed rate debt, according to a policy that will be approved by our Board of Directors. Additionally, we manage interest rate risk through the use of interest rate derivatives. The above percentages include the effect of interest rate derivatives (swaps or collars) that hedge part of our debt.

As of December 31, 2015, the carrying values for financial reporting purposes and the corresponding fair value of the instruments that hedge for our interest rate risk exposure were as follows:

 

                                                                                                                                               
     Expected Maturity Date  

For the year ended December 31,

   2016      2017      2018      2019      2020      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

Variable to fixed rates

     —           22,236        —           —           —           —           22,236         (298

Fixed to variable rates

     —           —           —           —           —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           22,236         —           —           —           —           22,236         (298
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was Ch$ 710.16 per US$ 1.00.

 

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(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

By comparison, as of December 31, 2014, the carrying values for financial reporting purposes and the corresponding fair value of the instruments that hedge for our interest rate risk exposure were as follows:

 

                                                                                                                                               
     Expected Maturity Date  

For the year ended December 31,

   2015      2016      2017      2018      2019      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

Variable to fixed rates

     —           —           26,700         —           —           —           26,700         (581

Fixed to variable rates

     —           —           —           —           —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           —           26,700         —           —           —           26,700         (581
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2014, which was Ch$ 606.75 per US$1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

Foreign Currency Risk

Our policy seeks to maintain a balance between the currency in which cash flows are indexed and the currency of the principal debt of each company. Most of our combined entities have access to funding in the same currency as their revenues, therefore reducing the exchange rate volatility impact. In some cases, we cannot fully benefit from this, and therefore, we try to manage the exposure with financial derivatives such as cross currency swaps or currency forwards, among others. However, this may not always be possible due to market conditions. For example, Costanera in Argentina has its revenues linked to the Argentine peso, and a substantial part of its debt is denominated in U.S. dollars, with no possibility of hedging this debt under reasonable conditions. Our Argentine combined entities’ debt denominated in U.S. dollars amounted to Ch$ 39.4 billion as of December 31, 2015.

As of December 31, 2015, the carrying values for financial reporting purposes and the corresponding fair value of the instruments that hedge for our foreign currency risk exposure were as follows:

 

                                                                                                                                                       
     Expected Maturity Date  

For the year ended December 31,

   2016      2017      2018      2019      2020      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

UF to US$

     —           —           —           —           —           —           —           —     

US$ to Ch$/UF

     —           —           —           —           —           —           —           —     

Pen$ to Cop$

     —           45,243        —           —           —           —           45.243         (311 )

US$ to other currencies(3) 

     —           —           —           —           —           —           —           —     

Other currencies to US$ 

     —           —           —           —           —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           45,243        —           —           —           —           45,243         (311
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was Ch$ 710.16 per US$1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.
(3) “Other currencies” include the Brazilian real, Colombian peso, Argentine peso and Peruvian Sol.

As of December 31, 2014, we did not hold derivatives to hedge our foreign currency risk.

 

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(d) Safe Harbor

The information in this “Item 11. Quantitative and Qualitative Disclosures About Market Risk,” contains information that may constitute forward-looking statements. See “Forward-Looking Statements” in the Introduction of this Report for safe harbor provisions.

 

Item 12. Description of Securities Other Than Equity Securities

 

A. Debt Securities

Not applicable.

 

B. Warrants and Rights

Not applicable.

 

C. Other Securities

Not applicable.

 

D. American Depositary Shares

Depositary Fees and Charges

Our ADS program’s depositary is Citibank, N.A. The Depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary fees payable for cash distributions are deducted from the cash being distributed. In the case of distributions other than cash, the Depositary will invoice the applicable ADS record date holders and such fees may be deducted from distributions. The Depositary may generally refuse to provide the requested services until its fees for those services are paid. Under the terms of the Deposit Agreement, an ADS holder may have to pay the following service fees to the Depositary:

 

Service Fees

  

Fees

Issuance of ADS upon deposit of shares (i.e., an issuance upon a deposit of shares or upon a change in the ADS(s)-to-share(s) ratio), excluding issuances as a result of distributions described in paragraph (4) below    Up to US$5 per 100 ADSs (or fraction thereof) issued.
Delivery of deposited securities against surrender of ADS    Up to US$5 per 100 ADSs (or fraction thereof) surrendered.
Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements)    Up to US$5 per 100 ADSs (or fraction thereof) held.
Distribution of ADS pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADS    Up to US$5 per 100 ADSs (or fraction thereof) held.
Distribution of securities other than ADS or rights to purchase additional ADS (i.e., spin-off of shares)    Up to US$5 per 100 ADSs (or fraction thereof) held.
Depositary services    Up to US$5 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the depositary.

The Depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary fees

 

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payable for cash distributions are deducted from the cash being distributed. In the case of distributions other than cash, the Depositary will invoice the applicable ADS record date holders and such fees may be deducted from distributions. The Depositary may generally refuse to provide the requested services until its fees for those services are paid.

Depositary Payments for Fiscal Year 2015

The Depositary has agreed to reimburse certain expenses incurred by us in connection with our ADS program. There were no reimbursements in 2015.

 

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PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

 

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

 

Item 15. Controls and Procedures

 

(a) Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our senior management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) for 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, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

Based upon our evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is gathered and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

 

(b) Management’s Annual Report on Internal Control Over Financial Reporting

This Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Moreover we are working to implement an internal control over financial reporting model for the year 2016 which applies an end-to-end approach. The assessment will be based on criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013 framework”).

 

(c) Attestation Report

This annual report does not include an attestation report of our independent registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

 

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(d) Changes in internal control

There were no changes in our internal control over financial reporting that occurred during 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting model.

 

Item 16. Reserved

 

Item 16A. Audit Committee Financial Expert

As of April 27, 2016, the Directors’ Committee (which performs the functions of the Audit Committee) financial expert was Mr. Hernán Cheyre , as determined by the Board of Directors. Mr. Cheyre is an independent member of the Directors’ Committee, pursuant to the requirement of both Chilean law and NYSE corporate governance rules.

 

Item 16B. Code of Ethics

Our standards of ethical conduct are governed by means of the following four corporate rulings or policies: the Code of Ethics, the Zero Tolerance Anti-Corruption Plan (the “ZTAC Plan”), the Human Rights Policy (Política de Derechos Humanos) and the Manual for the Management of Information of Interest to the Market (the “Manual”).

The Charter Governing Executives was adopted by the Board of Directors and is applicable to all executives contractually related to us or our controlled subsidiaries in which we are the majority shareholder, including the Chief Executive Officer, the Chief Financial Officer and other senior officers of the Company. The objective of this set of rules is to establish standards for the governance of our management’s actions, the behavior of management with respect to the principles governing their actions and the limitations and incompatibilities involved, all within our vision, mission and values. Likewise, the Employee Code of Conduct explains our principles and ethical values, establishes the rules governing our contact with customers and suppliers, and establishes the principles that should be followed by employees, including ethical conduct, professionalism and confidentiality. Both documents also impose limitations on the activities that our executives and other employees may undertake outside the scope of their employment with us.

The Manual, adopted by our Board of Directors, addresses the following issues: applicable standards and blackout periods regarding the information in connection with transactions of our securities or those of our affiliates, entered into by directors, management, principal executives, employees and other related parties; the existence of mechanisms for the continuous disclosure of information that is of interest to the market; and mechanisms that provide protection for confidential information.

In addition to the corporate governance rules described above, our Board adopted the Code of Ethics, the ZTAC Plan and the Human Rights Policy. The Code of Ethics is based on general principles such as impartiality, honesty, integrity and other values of similar importance, which are translated into detailed behavioral criteria. The ZTAC Plan reinforces the principles included in the Code of Ethics, but with a special emphasis in avoiding corruption in the form of bribes, preferential treatment, and other similar matters. The Human Rights Policy incorporates and adapts the general principles acknowledged by the United Nations in matter of human rights into the corporate reality.

A copy of these documents is available upon request, free of charge, by writing or calling us at:

Endesa Américas S.A.

Investor Relations Department

Santa Rosa 76, Piso 15

Santiago, Chile

(56-2) 2353-4682

 

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Item 16C. Principal Accountant Fees and Services

Prior to the consummation of the Spin-Off on April 21, 2016, the aggregate fees for services billed by our independent registered accounting firm, as well as the other member firms and their respective affiliates, were approved and paid by Endesa Chile.

Audit fees related to Endesa Américas’ financial statements for the year ended December, 31, 2015, were Ch$ 0.2 billion and will be paid by Endesa Chile during 2016. In addition, during 2015, Ch$ 0.5 billion of audit fees relating to Endesa Américas’ registration statement on Form 20-F was paid by Endesa Chile.

Except as described above, there were no other fees billed or paid during 2015 and 2014.

 

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 16F. Change in Registrant’s Certifying Accountant

None.

 

Item 16G. Corporate Governance

For a summary of the significant differences between our corporate governance practices and those applicable to domestic issuers under the corporate governance rules of the NYSE, see “Item 6. Directors, Senior Management and Employees — C. Board Practices”.

 

Item 16H. Mine Safety Disclosure

Not applicable.

 

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PART III

 

Item 17. Financial Statements

None.

 

Item 18. Financial Statements

Index to the Combined Financial Statements

 

Reports of Independent Registered Public Accounting Firms:

  

Report of KPMG Auditores Consultores Ltda. — Endesa Américas as of December 31, 2015, 2014 and 2013

     F-1   

Report of Pistrelli, Henry Martin y Asociados S.R.L., member Firm of Ernst & Young Global — Endesa Argentina S.A. as of December 31, 2015 and 2014

     F-3   

Report of Pistrelli, Henry Martin y Asociados S.R.L., member Firm of Ernst & Young Global — Endesa Argentina S.A. as of December 31, 2014 and 2013

     F-4   

Report of Ernst & Young Auditores Independentes S.S.  — Enel Brasil S.A. as of December 31, 2015, 2014 and 2013

     F-5   

Combined Financial Statements:

  

Combined Statements of Financial Position as of December  31, 2015 and 2014

     F-7   

Combined Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013

     F-8   

Combined Statements of Changes in Equity for the years ended December  31, 2015, 2014 and 2013

     F-10   

Combined Statements of Direct Cash Flows for the years ended December  31, 2015, 2014 and 2013

     F-12   

Notes to the Combined Financial Statements

     F-13   

S-X Rule 3-09 Financial Statements:

  

Consolidated Financial Statements of Enel Brasil S.A.

     G-1   

 

Ch$    Chilean pesos
US$    U.S. dollars
UF    The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.
ThCh$    Thousands of Chilean pesos
ThUS$    Thousands of U.S. dollars

 

Item 19. Exhibits

 

Exhibit

  

Description

  1.1    By-laws (Estatutos) of Endesa Américas S.A.
  8.1    List of Principal Combined Entities as of December 31, 2015.
12.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
12.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
13.1    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

 

We will furnish to the Securities and Exchange Commission, upon request, copies of any unfiled instruments that define the rights of stakeholders of Endesa Américas.

 

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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.

 

ENDESA AMÉRICAS S.A.

By:

 

/s/ Valter Moro

 

Name:

 

Valter Moro.

 

Title:

 

Chief Executive Officer

Date: April 29, 2016

 

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ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

INDEX TO THE COMBINED FINANCIAL STATEMENTS

 

Reports of Independent Registered Public Accounting Firms:

  

Report of KPMG Auditores Consultores Ltda. — Endesa Américas as of December 31, 2015, 2014 and 2013

     F-1   

Report of Pistrelli, Henry Martin y Asociados S.R.L., member of EY Global — Endesa Argentina S.A. as of December 31, 2015 and 2014

     F-3   

Report of Pistrelli, Henry Martin y Asociados S.R.L., member of EY Global — Endesa Argentina S.A. as of December 31, 2014 and 2013

     F-4   

Report of Ernst  & Young Auditores Independentes S.S — Enel Brasil S.A. As of December 31, 2015, 2014 and 2013

     F-5   
Combined Financial Statements:   

Combined Statements of Financial Position at December  31, 2015 and 2014

     F-7   

Combined Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013

     F-8   

Combined Statements of Changes in Equity for the years ended December  31, 2015, 2014 and 2013

     F-10   

Combined Statements of Direct Cash Flows for the years ended December  31, 2015, 2014 and 2013

     F-12   

Notes to the Combined Financial Statements

     F-13   
S-X Rule 3-09 Financial Statements:   
Consolidated Financial Statements of Enel Brasil S.A.      G-1   

 

Ch$

   Chilean pesos

US$

   U.S. dollars

UF

   The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.

ThCh$

   Thousands of Chilean pesos

ThUS$

   Thousands of U.S. dollars


Table of Contents
LOGO   

KPMG Auditores Consultores Ltda.

Av. Isidora Goyenechea 3520, Piso 2

Las Condes, Santiago, Chile

  

Teléfono +56 (2) 2798 1000

Fax +56 (2) 2798 1001

www.kpmg.cl

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Endesa Américas S.A.:

We have audited the accompanying combined statements of financial position of Endesa Américas (the “Combined Group”) as of December 31, 2015 and 2014, and the related combined statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2015. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits. We did not audit the financial statements of certain combined entities which financial statements reflect total assets constituting 10.93 percent and 12.11 percent as of December 31, 2015 and 2014, and total revenues constituting 13.77 percent, 15.58 percent and 12.21 percent for the years ended December 31, 2015, 2014 and 2013, respectively, of the related combined totals. In addition, we did not audit the financial statements of Enel Brasil S.A (a 38.64 percent owner investee company). The Combined Group’s investment in Enel Brasil S.A. as of December 31, 2015 and 2014 was ThCh$ 444,182,605 and ThCh$ 538,876,929, respectively, and its equity in earnings was ThCh$ 36,473,505, ThCh$ 62,181,301 and ThCh$ 94,402,624 for the years ended December 31, 2015, 2014 and 2013, respectively. Those financial statements, which were prepared in accordance with applicable local statutory accounting standards, were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts of those entities whose financial statements have been prepared based on such accounting standards, is based solely on the reports of the other auditors. Accordingly, we have audited the conversion adjustments to the financial statements of these combined entities and non-combined investees to conform them to the Combined Group’s accounting policies in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

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 audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of Endesa Américas as of December 31, 2015 and 2014, and the combined results of its operations and its cash flows for the each of the years in the three-years ended December 31, 2015, in conformity with IFRS as issued by the IASB.

KPMG Auditores Consultores Ltda, a Chilean limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

 

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LOGO

Without modifying our opinion, we draw attention to Notes 1 and 2 to the combined financial statements, which describes their basis of preparation, including the approach to and the purpose for preparing them.

 

/s/ KPMG

KPMG Auditores Consultores Ltda.
Santiago, Chile
April 29, 2016

KPMG Auditores Consultores Ltda, a Chilean limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

 

F-2


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LOGO   

Pistrelli, Henry Martin y Asociados S.R.L.

25 de mayo 487—C1002ABI

Buenos Aires, Argentina

  

Tel: (54-11) 4318-1600/4311-6644

Fax: (54-11) 4510-2220

ey.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Endesa Argentina S.A.:

We have audited the consolidated balance sheet of Endesa Argentina S.A. as of December 31, 2015 and 2014, and the related consolidated statements of income, shareholders’ equity, and cash flows for the years then ended (not presented separately herein). 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Endesa Argentina S.A. at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the Buenos Aires City, Argentine Republic.

March 22, 2016

Buenos Aires, Argentina

/S/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L

Member of Ernst & Young Global Limited

 

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LOGO   

Pistrelli, Henry Martin y Asociados S.R.L.

25 de mayo 487—C1002ABI

Buenos Aires, Argentina

  

Tel: (54-11) 4318-1600/4311-6644

Fax: (54-11) 4510-2220

ey.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Endesa Argentina S.A.:

We have audited the consolidated balance sheet of Endesa Argentina S.A. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, shareholders’ equity, and cash flows for the years then ended (not presented separately herein). 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Endesa Argentina S.A. and subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the Buenos Aires City, Argentine Republic.

April 20, 2015

Buenos Aires, Argentina

/S/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L

Member of Ernst & Young Global Limited

 

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LOGO   

Centro Empresarial PB 370

Praia de Botafogo, 370

5º ao 8º Andares- Botafogo

22250-040 - Rio de Janeiro, RJ, Brasil

 

Tel.: (55 21) 3263-7000

ey.com.br

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Enel Brasil S.A.

We have audited the accompanying consolidated statements of financial position of Enel Brasil S.A. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, other comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2015. 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 audits.

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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Enel Brasil S.A. and subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

ERNST & YOUNG

Auditores Independentes S.S.

/s/ Paulo José Machado

Paulo José Machado

Partner

Rio de Janeiro, RJ - Brazil

March 28, 2016

 

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ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

Combined Financial Statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

 

F-6


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ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

Combined Statements of Financial Position

As of December 31, 2015 and 2014

(In thousands of Chilean pesos)

 

 

     Note    12-31-2015     12-31-2014  
ASSETS                  

CURRENT ASSETS

    

Cash and cash equivalents

   5      112,313,130        298,442,230   

Other current financial assets

   6      5,641,903        23,385,199   

Other current non-financial assets

        14,336,049        30,273,484   

Trade and other current receivables, net

   7      199,139,964        116,156,318   

Current accounts receivable from related parties

   8      37,639,756        26,125,993   

Inventories

   9      25,926,892        28,899,937   

Current income tax receivables

   10      50,966        2,588,814   
     

 

 

   

 

 

 
TOTAL CURRENT ASSETS         395,048,660        525,871,975   
     

 

 

   

 

 

 

NON-CURRENT ASSETS

    

Other non-current financial assets

   6      625,981        1,216,953   

Other non-current non-financial assets

        3,239,510        2,331,504   

Trade and other non-current receivables, net

   7      230,824,700        141,216,512   

Investments accounted for using the equity method

   11      446,338,964        540,856,061   

Intangible assets other than goodwill

   12      31,083,689        33,599,920   

Goodwill

   13      100,700,656        100,749,542   

Property, plant and equipment, net

   14      2,663,590,814        2,609,314,957   

Deferred income tax assets

   15      18,253,056        47,559,617   
     

 

 

   

 

 

 
TOTAL NON-CURRENT ASSETS         3,494,657,370        3,476,845,066   
     

 

 

   

 

 

 
TOTAL ASSETS         3,889,706,030        4,002,717,041   
     

 

 

   

 

 

 

CURRENT LIABILITIES

    

Other current financial liabilities

   16      221,018,241        144,394,860   

Trade and other current payables

   19      259,664,724        359,620,851   

Current accounts payable to related parties

   8      48,128,249        113,060,776   

Provisions

   20      78,935,605        27,419,411   

Current income tax liabilities

   10      65,310,111        62,912,077   

Other current non-financial liabilities

        1,951,294        17,752,031   
     

 

 

   

 

 

 
TOTAL CURRENT LIABILITIES         675,008,224        725,160,006   
     

 

 

   

 

 

 

NON-CURRENT LIABILITIES

    

Other non-current financial liabilities

   16      896,924,119        1,047,567,699   

Other non-current payables

   19      39,373,175        —     

Provisions

   20      36,473,503        3,692,437   

Deferred income tax liabilities

   15      163,761,907        158,274,836   

Non-current provisions for employee benefits

   21      21,548,342        24,924,791   

Other non-current non-financial liabilities

        18,698,412        26,041,215   
     

 

 

   

 

 

 
TOTAL NON-CURRENT LIABILITIES         1,176,779,458        1,260,500,978   
     

 

 

   

 

 

 
TOTAL LIABILITIES         1,851,787,682        1,985,660,984   
     

 

 

   

 

 

 

EQUITY

    

Allocated capital

   22      899,433,829        899,433,829   

Retained earnings

        1,275,029,104        1,176,110,289   

Other reserves

   22      (1,000,763,503     (850,834,523

Equity attributable to Parent Company

        1,173,699,430        1,224,709,595   

Non-controlling interests

   22      864,218,918        792,346,462   
     

 

 

   

 

 

 
TOTAL EQUITY         2,037,918,348        2,017,056,057   
     

 

 

   

 

 

 
TOTAL LIABILITIES AND EQUITY         3,889,706,030        4,002,717,041   
     

 

 

   

 

 

 

See accompanying notes to the combined financial statements.

 

F-7


Table of Contents

ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

Combined Statements of Comprehensive Income, by Nature

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

     Note    2015     2014     2013  

Revenues

   23      1,238,466,148        1,154,414,240        997,632,514   

Other operating income

   23      64,649,040        61,145,248        59,762,114   

Revenues and Other Operating Income

        1,303,115,188        1,215,559,488        1,057,394,628   

Raw materials and consumables used

   24      (481,747,189     (369,241,528     (335,977,638

Contribution Margin

        821,367,999        846,317,960        721,416,990   

Other work performed by the entity and capitalized

   14      11,937,667        12,704,316        8,356,167   

Employee benefits expense

   25      (85,228,546     (70,044,869     (60,148,919

Depreciation and amortization expense

   26      (108,405,664     (103,836,335     (97,054,335

Impairment losses

   26      (4,813,372     (2,057,856     (6,523,091

Other expenses

   27      (73,291,022     (60,036,018     (52,540,675

Operating Income

        561,567,062        623,047,198        513,506,137   

Other gains, net

        (508,842     749,878        843,216   

Financial income

   28      59,300,320        93,967,597        15,137,466   

Financial costs

   28      (87,794,374     (65,211,336     (66,695,425

Share of profit and losses of investments accounted for using the equity method

   11      38,679,661        61,598,411        95,037,838   

Foreign currency exchange gains (losses), net

   28      96,180,972        (20,192,761     (11,576,858

Profit before income taxes

        667,424,799        693,958,987        546,252,374   

Income tax expense

   29      (256,249,256     (204,051,052     (167,912,189

NET PROFIT

        411,175,543        489,907,935        378,340,185   

Net profit attributable to

         

Parent Company

        180,532,061        220,154,609        180,783,612   

Non-controlling interests

   22      230,643,482        269,753,326        197,556,573   

NET PROFIT

        411,175,543        489,907,935        378,340,185   

See accompanying notes to the combined financial statements.

 

F-8


Table of Contents

ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

Combined Statements of Comprehensive Income, by Nature (continued)

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

     Note      2015     2014     2013  
Net profit         411,175,543        489,907,935        378,340,185   

Components of other comprehensive income (loss) that will not be reclassified subsequently to profit or loss, before income taxes

         

Gains (losses) from defined benefit plans

     21         613,439        (1,059,671     (1,886,866

Other comprehensive income (loss) that will not be reclassified subsequently to profit or loss, before income taxes

        613,439        (1,059,671     (1,886,866

Components of other comprehensive income (loss) that may be reclassified subsequently to profit or loss, before income taxes

         

Foreign currency translation gains (losses), net

        (246,605,412     (20,011,384     (21,255,438

Losses from available-for-sale financial assets

        (441,549     —          —     

Net losses from cash flow hedges

        (14,000,334     (6,775,034     (10,969,229

Reclassification adjustments on cash flow hedge

        (82,436     (2,286,230     (1,233,581

Share of other comprehensive loss from investments accounted for using the equity method

        (1,897,439     (1,998,473     1,597,229   

Other comprehensive loss that may be reclassified subsequently to profit or loss, before income taxes

        (263,027,170     (31,071,121     (31,861,019
Components of other comprehensive loss, before income taxes         (262,413,731     (32,130,792     (33,747,885

Income tax related to defined benefit plans

        (179,032     (361,308     644,029   

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

        (179,032     (361,308     644,029   

Components of other comprehensive income that will be reclassified subsequently to profit or loss, before income taxes

 

         

Income tax related to cash flow hedge

        3,877,991        2,615,522        3,622,664   

Income tax related to components of comprehensive income that will be reclassified subsequently to profit or loss

        3,877,991        2,615,522        3,622,664   
     

 

 

   

 

 

   

 

 

 

Total Other Comprehensive Loss

        (258,714,772     (29,876,578     (29,481,192
     

 

 

   

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME

        152,460,771        460,031,357        348,858,993   
     

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to

         

Parent Company

        9,705,250        236,689,787        145,057,118   

Non-controlling interests

        142,755,521        223,341,570        203,801,875   
     

 

 

   

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME

        152,460,771        460,031,357        348,858,993   
     

 

 

   

 

 

   

 

 

 

See accompanying notes to the combined financial statements.

 

F-9


Table of Contents

ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

Combined Statements of Changes in Equity

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

                Change in Reserves                    
    Allocated
Capital
    Reserve for
Exchange
Differences in
Foreign
Currency
Translation
    Reserve for
Cash Flow
Hedges
    Available for sale
revaluation
reserve
    Other
Miscellaneous
Reserves
    Total
Reserves
Other than
Retained
Earnings
    Retained
Earnings
    Equity
Attributable to
the Parent
Company
    Non-
controlling
Interests
    Total Equity  

Balance as of 1-1-2015

    899,433,829        (28,331,643     (1,991,688     —          (820,511,192     (850,834,523     1,176,110,289        1,224,709,595        792,346,462        2,017,056,057   

Comprehensive income:

                   

Net profit for the year

    —          —          —          —          —          —          180,532,061        180,532,061        230,643,482        411,175,543   

Other comprehensive loss

    —          (162,710,302     (6,030,795     (118,662     (1,967,052     (170,826,811     —          (170,826,811     (87,887,961     (258,714,772

Total comprehensive income

    —          —          —          —          —          —          —          9,705,250        142,755,521        152,460,771   

Distributions to the Parent Company

    —          —          —          —          —          —          (84,786,169     (84,786,169     (70,883,065     (155,669,234

Other

    —          —          —          —          20,897,831        20,897,831        3,172,923        24,070,754        —          24,070,754   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of 12-31-2015

    899,433,829        (191,041,945     (8,022,483     (118,662     (801,580,413     (1,000,763,503     1,275,029,104        1,173,699,430        864,218,918        2,037,918,348   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

            Change in Reserves                    
     Allocated
Capital
     Reserve for
Exchange
Differences in
Foreign
Currency
Translation
    Reserve for
Cash Flow
Hedges
    Other
Miscellaneous
Reserves
    Total
Reserves
Other than
Retained
Earnings
    Retained
Earnings
    Equity
Attributable to
the Parent
Company
    Non-
controlling
Interests
    Total Equity  

Balance as of 1-1-2014

     899,433,829         (50,898,021     2,118,519        (760,605,537     (809,385,039     1,116,137,754        1,206,186,544        908,398,637        2,114,585,181   

Comprehensive income:

                   

Net profit for the year

     —           —          —          —          —          220,154,609        220,154,609        269,753,326        489,907,935   

Other comprehensive income (loss)

     —           22,566,378        (4,110,207     (1,920,993     16,535,178        —          16,535,178        (46,411,756     (29,876,578

Total comprehensive income

     —           —          —          —          —          —          236,689,787        223,341,570        460,031,357   

Distributions to the Parent Company

     —           —          —          —          —          (87,423,513     (87,423,513     (339,248,687     (426,672,200

Other

     —           —          —          (57,984,662     (57,984,662     (72,758,561     (130,743,223     (145,058     (130,888,281
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of 12-31-2014

     899,433,829         (28,331,643     (1,991,688     (820,511,192     (850,834,523     1,176,110,289        1,224,709,595        792,346,462        2,017,056,057   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-10


Table of Contents

ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

Combined Statements of Changes in Equity (continued)

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

            Change in Reserves                    
     Allocated
Capital
     Reserve for
Exchange
Differences in
Foreign
Currency
Translation
    Reserve for
Cash Flow
Hedges
    Other
Miscellaneous
Reserves
    Total
Reserves
Other than
Retained
Earnings
    Retained
Earnings
    Equity
Attributable to
the Parent
Company
    Non-
controlling
Interests
    Total Equity  

Balance as of 1-1-2013

     899,433,829         (18,394,521     7,565,902        (724,055,318     (734,883,937     999,835,880        1,164,385,772        875,267,825        2,039,653,597   

Comprehensive income:

                   

Net profit for the year

     —           —          —          —          —          180,783,612        180,783,612        197,556,573        378,340,185   

Other comprehensive income (loss)

     —           (32,503,500     (5,447,383     2,224,389        (35,726,494     —          (35,726,494     6,245,302        (29,481,192
     —           —          —          —          —          —          145,057,118        203,801,875        348,858,993   

Distributions to the Parent Company

     —           —          —          —          —          (110,447,460     (110,447,460     (180,094,469     (290,541,929

Other

     —           —          —          (38,774,608     (38,774,608     45,965,722        7,191,114        9,423,406        16,614,520   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of 12-31-2013

     899,433,829         (50,898,021     2,118,519        (760,605,537     (809,385,039     1,116,137,754        1,206,186,544        908,398,637        2,114,585,181   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to the combined financial statements.

 

F-11


Table of Contents

ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

Combined Statements of Cash Flows

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

     Note      2015     2014     2013  

Cash flows from operating activities

         

Types of collection from operating activities

         

Collections from the sale of goods and services

        1,272,107,327        1,270,600,531        1,087,393,208   

Collections from royalties, payments, commissions, and other income from ordinary activities

        3,865,539        3,680,012        6,152,266   

Collections from premiums and services, annual payments, and other benefits from policies held

        13,165,734        20,348,278        565,098   

Other cash collections from operating activities

        23,959,377        —          —     

Types of payment in cash from operating activities

         

Payments to suppliers for goods and services

        (539,546,214     (439,067,397     (437,043,462

Payments to and on behalf of employees

        (49,572,855     (55,252,086     (63,832,629

Payments on premiums and services, annual payments, and other obligations from policies held

        (4,373,412     (4,483,416     (105,916

Other payments for operating activities

        (51,345,413     (41,309,466     (33,439,518

Cash generated from operating activities

         

Income taxes paid

        (158,569,664     (144,763,880     (126,909,606

Other outflows of cash, net

        (36,687,804     (41,856,525     (37,392,670
Net cash provided by operating activities         473,002,615        567,896,051        395,386,771   

Cash flow from investment activities

         

Other collections from the sale of equity or debt instruments belonging to other entities

        20,000,882        90,115,470        24,340,564   

Other payments to acquire equity or debt instruments belonging to other entities

        —          (110,243,608     —     

Purchases of property, plant and equipment

        (261,849,214     (266,280,552     (206,847,802

Collections from sale of property, plant and equipment

        20,063        —          —     

Purchases of intangible assets

        (12,049,927     —          —     

Payments from future, forward, option and swap contracts

        (232,944     (1,873,006     (618,468

Collections from future, forward, option and swap contracts

        10,719,919        7,735,582        13,093,303   

Dividends received

        1,086,871        126,202,089        44,033,477   

Interest received

        8,960,495        9,790,130        7,647,857   

Other inflows (outflows) of cash, net

        —          7,906,450        (394,428
Net cash used in investing activities         (233,343,855     (136,647,445     (118,745,497

Cash flows from financing activities

         

Proceeds from issuance of shares of Central Costanera S.A. to non-controlling interests

        —          —          11,465,088   

Net proceeds from the Parent

        (19,289,783     (141,744,973     (31,649,544

Total proceeds from loans

        347,776,657        199,479,100        172,786,521   

Proceeds from long-term loans

        79,136,157        191,794,104        164,871,359   

Proceeds from short-term loans

        268,640,500        7,684,996        7,915,162   

Proceeds from related parties

        28,915,331        —          —     

Payments on borrowings

        (319,681,315     (86,161,052     (40,693,405

Payments on financial lease liabilities

        (9,146,617     (5,730,333     (5,071,087

Payments to related parties

        (28,979,409     —          —     

Distributions paid to the Parent Company

        (333,556,003     (273,589,151     (254,701,256

Interest paid

        (93,526,342     (82,627,111     (66,489,311

Other outflows of cash, net

        (3,203,366     (3,211,245     (3,198,921
Net cash used in finance activities         (430,690,847     (393,584,765     (217,551,915

Net (decrease) increase in cash and cash equivalents before the effect of exchange rate changes

        (191,032,087     37,663,841        59,089,359   

Effect of exchange rate changes on cash and cash equivalents

        4,902,987        (25,440,304     (4,195,956

Net (decrease) increase in cash and cash equivalents

        (186,129,100     12,223,537        54,893,403   

Cash and cash equivalents at beginning of the year

     5         298,442,230        286,218,693        231,325,290   

Cash and cash equivalents at end of the year

     5         112,313,130        298,442,230        286,218,693   
     

 

 

   

 

 

   

 

 

 

See accompanying notes to the combined financial statements.

 

F-12


Table of Contents

ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

 

Table of Contents

      

1       BACKGROUND

     F-15   

         1.1     The Combined Group’s activities

     F-17   

2        BASIS OF PREPARATION OF THE COMBINED FINANCIAL STATEMENTS

     F-17   

         2.1     Basis of Preparation

     F-17   

         2.2     New Accounting Pronouncements

     F-21   

         2.3     Responsibility for the Information, Judgments and Estimates Provided

     F-23   

         2.4     Combined Entities

     F-24   

         2.5     Investments in Combined Associated Companies and Joint Arrangements

     F-24   

         2.6     Business Combinations

     F-25   

3       ACCOUNTING POLICIES

     F-26   

         a         Property, Plant and Equipment

     F-26   

         b         Goodwill

     F-28   

         c         Intangible Assets Other Than Goodwill

     F-28   

         d         Impairment of Assets

     F-29   

         e         Leases

     F-31   

         f          Financial Instruments

     F-31   

         g         Fair Value Measurement

     F-34   

         h         Inventories

     F-35   

         i          Provisions

     F-36   

         j          Translation of Foreign Currency Balances

     F-36   

         k         Current/Non-Current Classification

     F-37   

         l          Income Taxes

     F-37   

         m        Revenue and Expense Recognition

     F-38   

         n         Dividends

     F-39   

         o         Operating Segments

     F-39   

4        SECTOR REGULATIONS AND ELECTRICITY SYSTEM OPERATIONS

     F-40   

5       CASH AND CASH EQUIVALENTS

     F-46   

6       OTHER FINANCIAL ASSETS

     F-46   

7       TRADE AND OTHER RECEIVABLES

     F-47   

8        BALANCES AND TRANSACTIONS WITH RELATED PARTIES

     F-48   

9       INVENTORIES

     F-52   

10     CURRENT TAX RECEIVABLES AND PAYABLES

     F-52   

11      INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

     F-53   

12     INTANGIBLE ASSETS OTHER THAN GOODWILL

     F-55   

13     GOODWILL

     F-58   

14     PROPERTY, PLANT AND EQUIPMENT

     F-60   

15     DEFERRED TAXES

     F-64   

16     OTHER FINANCIAL LIABILITIES

     F-67   

17     RISK MANAGEMENT POLICY

     F-74   

 

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Table of Contents

      

18     FINANCIAL INSTRUMENTS

     F-77   

19     TRADE AND OTHER PAYABLES

     F-81   

20     PROVISIONS

     F-82   

21     EMPLOYEE BENEFIT OBLIGATIONS

     F-84   

22     TOTAL EQUITY

     F-87   

23     REVENUE AND OTHER INCOME

     F-89   

24     RAW MATERIALS AND CONSUMABLES USED

     F-90   

25     EMPLOYEE BENEFITS EXPENSE

     F-90   

26      DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

     F-91   

27     OTHER EXPENSES BY NATURE

     F-91   

28     FINANCIAL RESULTS

     F-92   

29     INCOME TAXES

     F-93   

30     GEOGRAPHIC INFORMATION

     F-94   

31      THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND

         OTHER COMMITMENTS

     F-98   

32     SANCTIONS

     F-113   

33     ENVIRONMENT

     F-122   

34      FINANCIAL INFORMATION ON COMBINED ENTITIES, SUMMARIZED

     F-123   

35     SUBSEQUENT EVENTS

     F-124   

APPENDIX 1       COMBINED GROUP COMPANIES

     F-126   

APPENDIX 2       ASSOCIATED COMPANIES AND JOINT VENTURES

     F-127   

APPENDIX 3       ADDITIONAL INFORMATION ON FINANCIAL DEBT

     F-128   

APPENDIX 4       DETAIL OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY

     F-136   

APPENDIX 5       ADDITIONAL INFORMATION CIRCULAR NO. 715 OF FEBRUARY 3, 2012

     F-138   

APPENDIX 5.1    SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES

     F-141   

APPENDIX 5.2    ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY

     F-143   

APPENDIX 6       DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS

     F-143   

 

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ENDESA AMÉRICAS S.A. AND COMBINED ENTITIES

NOTES TO THE COMBINED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013.

(In thousands of Chilean pesos)

 

 

1. BACKGROUND

On April 28, 2015, Empresa Nacional de Electricidad S.A. (“Endesa”) informed the Superintendence of Securities and Insurance (the “SVS”) through a significant event, that the Board of Directors of its direct parent, Enersis S.A., communicated that it had decided to initiate an analysis of a corporate reorganization aimed at the separation of the activities of power generation and distribution in Chile from other activities conducted outside of Chile by Enersis S.A. and its subsidiaries Endesa and Chilectra S.A., while maintaining its inclusion in the Enel S.p.A. group.

In the same significant event, the Board of Directors of Endesa reported that it had agreed to initiate studies to analyze a possible corporate reorganization consisting of the spin-off of Endesa’s businesses in Chile from those outside of Chile, and eventually merge the latter into a single company. Furthermore, it indicated that the objective of this reorganization is to create value for all of its shareholders, as none of these operations require the contribution of additional resources from shareholders. The possible corporate reorganization would take into account the best interests as well as all shareholders’ interests, with special attention paid to minority interests, and if it were approved, be subject to approval at an Extraordinary Shareholders’ Meeting.

On July 27, 2015, pursuant to the provisions of Articles 9 and 10 of the Securities Market Law No. 18,045 and the provisions of General Norm No. 30 of the SVS, Endesa informed the SVS by means of a significant event, that the Board of Directors of the Endesa had decided unanimously, that if the separation of power generation and distribution activities in Chile from the rest of the activities of Enersis group outside of Chile were approved, the reorganization would be carried out through certain corporate transactions.

On November 10, 2015, an extraordinary meeting of the Board of Directors of Empresa Nacional de Electricidad S.A. was held, which agreed to convene and Extraordinary Shareholders’ Meeting on December 18, 2015, in order to approve the corporate reorganization and other related topics.

At the Extraordinary Shareholders’ Meeting of Endesa held on December 18, 2015, shareholders approved the demerger of Endesa into two companies (the “Spin-Off”). As a result of this Spin-Off will be created Endesa Américas S.A. (“Endesa Américas”), a new publicly held company, which will be governed under Chapter XII of D.L. 3,500 and to which will be allocated the shareholdings and other associated assets and liabilities of Endesa Chile outside Chile. All of Endesa Chile’s shareholders will participate in Endesa Américas in the same proportion that they had in the Endesa Chile’s capital, with a number of shares equal to what they had in Endesa (ratio 1:1); remaining in the demerged company (“Endesa Chile”) all the respective business currently performed in Chile, including the equity comprising the assets, liabilities and administrative authorizations in Chile not expressly allocated to Endesa Américas in the Spin-Off.

As part of the Spin-Off, among other amendments to the by-laws of Endesa, it was agreed to reduce the capital of Endesa as a consequence of the Spin-Off from ChTh$ 1,331,714,085, divided into 8,201,754,580 registered shares of the one series and without par value, to the new amount of ChTh$ 552,777,320 divided into 8,201,754,580 registered shares of the one series and of no par value. Additionally, it was also agreed to (i) establish the capital of Endesa Américas, corresponding to the amount by which the capital of Endesa Chile has been decreased, divided into 8,201,754,580 registered common shares, all of the same series and without par value, and (ii) distribute the company’s equity interest between Endesa Chile and Endesa Américas, by allocating assets and liabilities as indicated by the aforementioned meeting, to Endesa Américas.

Meanwhile, the by-laws of Endesa Américas were approved, which, as of its effectiveness, shall be subject, in an anticipated and voluntarily manner, to the norms set forth in Article 50 Bis of the Chilean Companies Law related to the election of independent directors and the creation of the Directors’ Committee.

 

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Finally, on January 28, 2016, in compliance with the agreement reached at the Extraordinary Shareholders’ Meeting of Endesa held on December 18, 2015 (hereinafter “Meeting”), the Board of Directors of Endesa acknowledges that the condition precedent regarding the spin-off of Endesa has been met, and accordingly has also arranged to grant the public deed that declares the completion of the condition precedent, entitled “Public Deed of Compliance of the Condition of the Spin-Off of Empresa Nacional de Electricidad S.A.”, effective on the same date. Consequently, and as agreed at the Meeting, the Endesa’s Spin-Off took effect on Tuesday, March 1, 2016, whereupon the new corporation, Endesa Américas S.A. (“Endesa Américas”), began to exist, and verifies the capital decrease and the other amendments to the by-laws of Endesa Chile that have been approved.

Steps to carry out the corporate reorganization, which were approved on Extraordinary Shareholders’ Meeting:

a) Related to the preparation of the Combined Financial Statements

 

    Endesa and Chilectra S.A. will affect spin-offs, resulting in a formation of new companies called Endesa Américas S.A. and Chilectra Américas. The continuing companies of the spin-offs (hereinafter “Endesa Chile” and “Chilectra Chile”, respectively) would retain the business developed in Chile of each respective company before spin-off. To them will be allocated the shareholdings, the assets and liabilities of each current company, as well as administrative authorizations in Chile. Meanwhile, to the companies formated in the spin-off, namely, Endesa Américas S.A. and Chilectra Américas S.A., would be allocated the shareholdings related to the international business (mainly participation in companies domiciled in Argentina, Brazil, Colombia and Peru). The new companies Endesa Américas S.A. and Chilectra Américas S.A. would be traded on the Stock Exchanges where the share of Endesa and Chilectra, respectively, are currently traded. Endesa Américas S.A. also would be governed by Title XII under the D. L. 3500 of November 4, 1980.

 

    Enersis S.A. will affect spin-off, resulting in a formation of a new company called Enersis Chile S.A. (hereinafter “Enersis Chile”). To the continuing company of the spin-off, called Enersis Américas S.A. (hereinafter “Enersis Américas”), will be allocated the shareholdings and investments in companies Endesa Américas and Chilectra Américas and related liabilities assigned to the divided business. Thus, the new company, Enersis Chile, would get Chilean business holded by Endesa Chile and Chilectra Chile, and the continuing company Enersis Américas would retain international business holded by Endesa Américas and Chilectra Américas. The new company Enersis Chile would be listed on the Stock Exchanges, where the shares of Enersis are currently traded, and also would be governed by Title XII under the D. L. 3500 of November 4, 1980.

b) Related to the subsequent processes of the spin-off phase.

 

    Once the previously mentioned spin-offs are completed, Enersis Américas would absorb by merger Chilectra Américas and Endesa Américas, thus grouping all international shares of the Enersis group outside of Chile in Enersis Américas. Enersis Chile, indirectly through ownership of Endesa Chile and Chilectra Chile, will develop the Chilean domestic business, which represent a significant simplification in comparison to the current structure.

As of April 13, 2016, the Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, “SVS”) proceeded to record Endesa Américas and its shares in the Securities Registry, according to a certificate issued by this entity, and that it has made the respective listings in the Santiago Stock Exchange, the Valparaíso Stock Exchange, the Chile Electronic Stock Exchange and the New York Stock Exchange of United States of America, all in accordance with the decision made at the Extraordinary Shareholders’ Meeting of Empresa Nacional de Electricidad S.A. held on December 18, 2015. Therefore, the shares of the divided equity of Endesa Américas were distributed free of any payment to the shareholders of Endesa Chile entitled to receive them as of April 21, 2016 and began to be traded.

 

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These combined financial statements of “Endesa Américas” do not include effects that could potentially arise as a result of the previously mentioned merger.

1.1    The Combined Group’s activities

Endesa Américas comprises of its combined entities and investments in associates and joint ventures (the “Combined Group”).

Endesa Américas is a publicly traded corporation with registered address and head office located at Avenida Santa Rosa, No. 76, in Santiago, Chile. Endesa Américas is in process of registration in the securities register of the SVS. In addition, Endesa Américas is in process of registration with the Securities and Exchange Commission of the United States of America (the “SEC”).

Endesa Américas’ corporate purpose consists of generating, transporting, producing, and distributing electrical energy. The Combined Group’s corporate purpose also includes investing and managing through investments in its combined entities or associates, dealing with generating, transmitting, distribution or marketing of the electric power.

Endesa Américas is a subsidiary of Enersis Américas S.A., the company which in turn is a subsidiary of Enel Iberoamérica S.R.L., a company controlled by Enel S.p.A.

 

2. BASIS OF PREPARATION OF THE COMBINED FINANCIAL STATEMENTS

2.1    Basis of preparation

The combined financial statements as of December 31, 2015 of Endesa Américas have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). They were approved by the Board of Directors at its meeting held on April 28, 2016.

As of December 31, 2015, the Combined Group does not represent a group for consolidated financial statement reporting purposes in accordance with IFRS 10 Consolidated Financial Statements.

The combined financial statements reflect the combined financial position and operations of the Combined Group as it would have been incorporated following the spin-off, whose date would have been January 1, 2013. The combined financial statements may not be indicative of the Combined Group’s future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had it operated, since January 1, 2013 as an independent company during the periods presented.

Appendix 1 of these combined financial statements includes the list of combined entities.

The Combined Group used the same accounting policies and valuation methods for the preparation of these combined financial statements, as those used by the consolidated foreign consolidated subsidiaries and non-consolidated investee entities of Endesa for the preparation of Endesa’s Consolidated Financial Statements. These accounting policies have been disclosed under this note and Note 3 Accounting policies. The entities and associates are included these combined financial statements using their respective historical carrying values and amounts included in Endesa’s Consolidated Financial Statements.

Since IFRS does not provide any guidance for the preparation of combined financial statements, paragraph 12 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors has been used for the preparation of the combined financial statements. This paragraph requires that the latest pronouncements of other standard setters, other accounting literature and accepted industry practice should be considered. The combined financial statements of Endesa Américas have been derived from the aggregation of the net assets of the foreign business of Endesa. All intra-group balances, revenues, expenses and unrealized gains and

 

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losses arising from transactions between companies belonging to Combined Group were eliminated when preparing the combined financial statements. In addition, the investments of the holding companies in the Combined Group were eliminated against the equity of the respective combined entities. Transactions with Endesa group companies, which do not belong to the Combined Group, have been disclosed as transactions with related parties.

The combined financial statements have been prepared and published in thousands of Chilean peso (ThCh$). Foreign operations are reported in accordance with the accounting policies stated in Note 3.j. Rounding differences may occur in respect of individual amounts or percentages.

Principles applied in preparing the Combined Financial Statements

The following summarizes the accounting and other principles applied in preparing the combined financial statements. Management considers that the allocations described below have been made on a reasonable basis, but are not necessarily indicative of the costs that would have been incurred if the Combined Group had been a stand-alone entity.

Distribution of paid-in capital and allocation of other equity accounts, including retained earnings, other equity reserves and other comprehensive income.

a. Paid-in capital: paid-in capital of Endesa has been assigned to Endesa Américas S.A. for purposes of presentation of the combined financial statements based on the proportion of the book value of the net assets assigned to the latter (foreign operations).

b. Retained earnings, including results for the period: similar to the allocation of paid-in capital, retained earnings of Endesa for all periods presented, including the results for the periods, have been assigned to Endesa Américas S.A. on the proportion of the book value of the net assets assigned to the latter (foreign operations).

c. Other equity reserves and other comprehensive income: equity reserves of Endesa have been assigned to Endesa Américas S.A. based on their origin, distinguishing, as appropriate, those components that in accordance with IFRS will not be reclassified subsequently to profit or loss and components that might be reclassified subsequently to profit or loss.

According to this definition, items related to other comprehensive income, such as net losses from cash flow hedges, foreign currency translation gains (losses), losses from available-for-sale financial assets, gains (losses) from defined benefit plans and related deferred tax effects, have been identified and assigned to Endesa Américas S.A.

The remaining reserves are mainly associated with the “Other Miscellaneous Reserves” included in equity of Endesa. These reserves are primarily composed of the economic effects of prior reorganizations, business combinations under common control, repayment of non-controlling interest, effects of the capital increase in 2013, residual effects of first-time adoption of IFRS and the effects the current process of corporate reorganization. The allocation of these reserves to Endesa Américas S.A. has been performed considering the nature of the transactions which gave rise to reserves.

Earnings per share information is not presented because Endesa Américas as of reporting date did not have any authorized, issued and outstanding shares.

 

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Cash and cash equivalents

Cash and cash equivalents of the foreign subsidiaries of Endesa are included in these combined financial statements. In addition, according to the relative weight of the valuations of the companies within the combination perimeter and depending on the determined amount corresponding to each entity, the ratios obtained for the division of the cash and cash equivalents Endesa on a stand-alone basis, are as follows:

 

     Proportion of Economic Assets  

Entity

       Endesa Chile             Endesa Américas      

Endesa

     66     34

Intercompany balances and transactions with related parties

Intercompany balances with successors of Endesa were allocated by identifying the entity that provided/received the service as well as the nature of it. Intercompany balances with Endesa Américas were eliminated in full for the purpose of these combined financial statements. Intercompany balances with Endesa Chile were included in these combined financial statements and disclosed as accounts with related parties.

Debt instruments and related interest expenses, exchange differences and effects of hedge accounting strategies

Financial debt and related interest expenses and exchange rate differences of the foreign subsidiaries of Endesa are included in these combined financial statements. Financial debt and related interest expenses and exchange rate differences of Endesa on a stand-alone basis have been 100% allocated to Endesa Chile and not included in these combined financial statements.

In relation to derivative instruments designated as hedging instruments the foreign subsidiaries of Endesa are included in these combined financial statements. Endesa’s Management has adopted as a criterion to keep the strategies of hedge accounting. Therefore, all effects on the statement of financial position, income and other comprehensive income are assigned to the different companies to which the hedged items were assigned. In the case of Endesa on a stand-alone basis, the main items covered by the hedging strategies are related to debt (hedging exposure to foreign currency debt and variability of the interest rate). Therefore, the main derivative instruments associated with such hedging strategies have been allocated to Endesa Chile, which is the successor entity and which assumes 100% of the stand-alone debt of Endesa.

Personnel, salary expenses other employee benefits

For purposes of properly allocating the accounting effect of personnel from Endesa on a stand-alone basis between Endesa Chile and Endesa Américas, the Endesa’s Management defined as a criterion to identify those personnel whose main activities are related 100% with the operations based in Chile, which are virtually all employees of Endesa. This group of employees was assigned to Endesa Chile. On the other hand, Management also identified those employees whose main activities relate 100% to foreign operations. This group of employees was assigned to Endesa Américas.

Below is a summary table presenting the breakdown of the employees to be allocated to Endesa Chile and Endesa Américas:

 

     Employee Allocation  

Entity

       Endesa Chile              Endesa Américas      

Endesa

     919         6   

 

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Once the allocation of personnel was determined, management of Endesa applied the following criteria to the allocation of all personnel related accounts of the statements of financial position and comprehensive income:

 

    Allocation of the costs directly related to the personnel, such as wages and salaries, post-employment benefit obligations expense and social security and other benefits, travel expenses, etc., was performed based on the assignment of the related personnel to the Combined Group, described above.

Other shared costs

The combined statements of income include expense allocations for certain corporate functions provided by Endesa, including but not limited to, human resources administration, treasury, risk management, internal audit, accounting, tax, legal, insurance, medical services, information technology support, communication management, and other shared services. These expenses were allocated to Endesa Chile and Endesa Américas based on a specific identification basis, or in certain cases based on a pro-rata basis of headcount or some other basis depending on the nature of the allocated cost. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by Endesa Américas during the periods presented.

Dividends receivable and payable

The criterion defined by Endesa’s Management to allocate to both Endesa Chile as well as to Endesa Américas a portion of dividends receivable accounts as of the date of the corporate spin-off, has been based mainly on identifying the origin of each one of those dividends receivable. Thus, the dividends which come directly from a foreign subsidiary have been allocated 100% to Endesa Américas.

Income tax

The tax effect (income statement and income tax provision) related to the foreign subsidiaries of Endesa are included in these combined financial statements and was calculated using the statutory corporate tax rates according to the country where the adjustment was originated.

In addition, the tax effect in the income statement of Endesa on a stand-alone basis has been allocated to these combined financial statements by determining a hypothetical taxable income as if Endesa Chile and Endesa Americas’ had operated as separate tax payers. However, from a tax point of view, there is currently only one taxpaying company, which is Endesa, and whose successor entity would be Endesa Chile. Accordingly, the income tax provision of Endesa has not been allocated to the combined financial statements.

Deferred income tax assets and liabilities, have been allocated to Endesa Américas and Endesa Chile, taking into account the underlying assets and liabilities, whose respective temporary differences have generated such deferred taxes.

Other working capital accounts

Working capital items such as accounts receivable, accounts payable and inventories that are directly attributable to the operations of the Combined Group are included in the combined financial statements.

 

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2.2     New accounting pronouncements

 

  a) Accounting pronouncements effective from January 1, 2015:

 

Standards, Interpretations and Amendments

  

    Mandatory Application for:    

Amendment to IAS 19: Employee Benefits

 

The purpose of this amendment is to simplify the accounting for contributions from employees or third parties that are not determined on the basis of an employee’s years of service, such as employee contributions calculated according to a fixed percentage of salary.

  

 

 

Annual periods beginning on or after July 1, 2014.

 

Improvements to IFRS (2010-2012 and 2011-2013 Cycles)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards: IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24, IAS 38 and IAS 40.

  

 

 

Annual periods beginning on or after July 1, 2014.

The new interpretation and amendments adopted, which went into effect on January 1, 2015, had no significant effect on the combined financial statements of Endesa Américas.

 

  b) Accounting pronouncements effective from January 1, 2016 and subsequent periods:

As of the date of issue of these combined financial statements, the following accounting pronouncements had been issued by the IASB, but their application was not yet mandatory:

 

Standards, Interpretations and Amendments

  

    Mandatory Application for:    

IFRS 9: Financial Instruments

 

This is the final version of the standard issued in July 2014 and which completes the IASB project to replace IAS 39 “Financial Instruments: Recognition and Measurement”. This project was divided into 3 phases:

 

Phase 1 — Classification and measurement of financial assets and financial liabilities. This introduces a logical focus for the classification of financial assets driven by cash flow characteristics and the business model. This new model also results in a single impairment model being applied to all financial instruments.

 

Phase 2 — Impairment methodology. The objective is a more timely recognition of expected credit losses. The standard requires entities to account for expected credit losses from the time when financial instruments are first recognized in the financial statements.

 

Phase 3 — Hedge accounting. This establishes a new model aimed at reflecting better alignment between hedge accounting and risk management activity. Also included are enhancements to required disclosures.

 

This final version of IFRS 9 replaces the previous versions of the Standard.

  

 

 

 

Annual periods beginning on or after January 1, 2018.

 

IFRS 14: Regulatory Deferral Accounts

 

The purpose of this standard is to reduce the barriers to adoption of the IFRS by entities that carry out business activities that are subject to price or rate regulation. This standard allows those who are first-time adopters of IFRS, and who meet the requirements, to continue to account for regulatory deferral balances in their first IFRS financial statements using their previous GAAP accounting practices regarding regulated rates. It also establishes specific requirements for presenting balances and disclosing information.

   Annual periods beginning on or after January 1, 2016.

 

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Standards, Interpretations and Amendments

  

    Mandatory Application for:    

 

IFRS 15: Revenue from Contracts with Customers

 

This new standard applies to all contracts with customers except leases, financial instruments and insurance contracts. Its purpose is to make financial information more comparable, and it provides a new model for revenue recognition and more detailed requirements for contracts with multiple obligations. It also requires more itemized information. This standard will replace IAS 11 and IAS 18 as well as their interpretations (IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31).

   Annual periods beginning on or after January 1, 2018.

 

IFRS 16: Leases

 

On January 13, 2016 the IASB has published a new standard, IFRS 16 “Leases”. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however remains largely unchanged and the distinction between operating and finance leases is retained. However, for lessee accounting, the new standard requires recognition of a right of use an asset and a corresponding liability, similar to finance lease accounting under IAS 17 for most lease contracts. IFRS 16 supersedes IAS 17 “Leases” and related interpretations and is effective for periods beginning on or after 1 January 2019, with earlier adoption permitted if IFRS 15 “Revenue from Contracts with Customers” has also been applied.

   Annual periods beginning on or after January 1, 2019.

 

Amendment to IFRS 11: Joint Arrangements

 

This amendment states that the accounting standards contained in IFRS 3 and other standards that are applicable to business combinations accounting must be applied to the accounting for acquiring an interest in a joint operation in which the activities constitutes a business.

 

   Annual periods beginning on or after January 1, 2016.

The amendment to IAS 16 explicitly forbids the use of revenue-based depreciation for property, plant and equipment. The amendment to IAS 38 introduces the rebuttable presumption that, for intangible assets, the revenue-based amortization method is inappropriate and establishes two limited exceptions.

 

   Annual periods beginning on or after January 1, 2016.

Improvements to IFRS (2012-2014 Cycles)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards IFRS 5, IFRS7, IAS19 and IAS 34.

 

   Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10 and IAS 28: Sale or Contribution of Assets

 

The amendment corrects an inconsistency between IFRS 10 and IAS 28 relating to the accounting treatment of the sale or contributions of assets between an Investor and its Associate or Joint Venture.

 

   Effective date deferred indefinitely

Amendment to IAS 27: Equity Method in Separate Financial Statements

 

This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The objective of the amendment is to minimize the costs associated with complying with the IFRS, particularly for those entities applying IFRS for the first time, without reducing the information available to investors.

   Annual periods beginning on or after January 1, 2016.

 

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Standards, Interpretations and Amendments

  

    Mandatory Application for:    

Amendment to IAS 1: Disclosure Initiative

 

The IASB has issued amendments to IAS 1 as part of its principal initiative to improve the presentation and disclosure of information in financial statements. These amendments are designed to assist companies in applying professional judgment to determine the disclosures that should be included in their financial statements.

 

   Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10, IFRS 12 and IAS 28: Investment Entities, Application of the Consolidation Exception

 

The amendments, which have a restricted scope, introduce clarifications to the requirements for the accounting of investment entities. The modifications also provide relief in some circumstances, which will reduce the costs of applying the Standards.

   Annual periods beginning on or after January 1, 2016.

The Combined Group is assessing the impact of applying IFRS 9, IFRS 15 and IFRS 16 as of their effective date. In Management’s opinion, the application of the other standards and amendments pending application is not expected to have a significant effect on the combined financial statements of Endesa Américas.

2.3     Responsibility for the information, judgments and estimates provided

Management is responsible for the information contained in these combined financial statements and expressly states that all IFRS principles and standards, as issued by the IASB, have been fully implemented.

In preparing the combined financial statements, certain judgments and estimates made by the Combined Group’s management have been used to quantify some of the assets, liabilities, revenues, expenses and commitments recognized in the statements.

The most important areas that have required professional judgment are:

 

    In a service concession agreement, the decision as to whether a principal controls or regulates which services the operator should provide, to whom and at what price. These are essential details when applying IFRIC 12 Service Concession Arrangements (see Note 3.c.1).

 

    The identification of Cash Generating Units (CGU) for impairment testing (see Note 3.d).

 

    The hierarchy of information used to value assets and liabilities measured at fair value (see Note 3.g).

These estimates refer basically to:

 

    The valuations performed to determine the existence of impairment losses in assets and goodwill (see Note 3.d).

 

    The assumptions used to calculate the actuarial liabilities and obligations with employees, such as discount rates, mortality tables, salary increases, etc. (see Notes 3.i.1 and 21).

 

    The useful lives of property, plant and equipment, and intangible assets (see Notes 3.a and 3.c).

 

    The assumptions used to calculate the fair value of financial instruments (see Notes 3.g and 18).

 

    Certain assumptions inherent in the electricity system affecting transactions with other companies, such as production, customer billings, energy consumption, etc. that allow for estimating electricity system settlements that must occur on the corresponding final settlement dates, but that are pending as of the date of issuance of the combined financial statements and could affect the balances of assets, liabilities, revenues and expenses recognized in the statements (see Appendix 5.2).

 

    The probability that uncertain or contingent liabilities will be incurred and their related amounts (see Note 3.i).

 

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    Future disbursements for the closure of facilities and restoration of land, as well as the discount rates to be used (see Note 3.a).

 

    The tax results of the various combined entities of the Combined Group that will be reported to the respective tax authorities in the future, and that have been used as the basis for recording different balances related to income taxes in these combined financial statements (see Note 3.l).

 

    The fair values of assets acquired and liabilities assumed, and any pre-existing interest in the Combined Group acquired in a business combination.

Although these judgments and estimates have been based on the best information available on the issuance date of these combined financial statements, future events may occur that would require a change (increase or decrease) to these judgments and estimates in subsequent periods. This change would be made prospectively, recognizing the effects this change of judgments and estimates in the corresponding future combined financial statements.

2.4     Combined entities

Combined entities are the entities directly or indirectly controlled by the Combined Group. Control is achieved if, and only if the Combined Group:

 

    has power over the combined entity;

 

    is exposed, or has rights, to variable returns from its involvement with the combined entity; and

 

    has the ability to use its power to affect its returns.

When the Combined Group has less than a majority of the voting rights of an investee, it has power over the combined entity when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.

The Combined Group reassesses whether or not it controls an combined entity if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Appendix 1 of these combined financial statements describes the relationship of Endesa Américas S.A. with each of its combined entities.

2.4.1     Combined entities with an ownership interest of less than 50%

Although the Combined Group, directly and indirectly, holds a 26.87% ownership in the company Empresa Generadora de Energía Eléctrica S.A. (also hereinafter “Emgesa” or “Emgesa S.A.E.S.P.”), it is considered a combined entities since the Combined Group exercises control over the entity through contracts or agreements with shareholders, or as a consequence of its structure, composition and shareholder classes. As a result of these facts, while having less than 50% ownership, the Combined Group holds 56.43% of the voting shares of Emgesa and its subsidiary Emgesa Panamá S.A.

2.5     Investments in combined associated companies and joint arrangements

Combined associated are those entities in which the Combined Group, either directly or indirectly, exercises significant influence.

Significant influence is the power to participate in the financial and operational policy decisions of the investee but does not control or does not have joint control over these policies. In general, if the Combined Group holds 20% or more of the voting power of an investee, it is presumed that the Combined Group has significant influence over an investee.

 

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Joint arrangements are those agreements in which the Combined Group exercises joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the entities’ relevant activities require the unanimous consent of the parties sharing control. Joint arrangements are classified as:

 

    Joint venture: an agreement whereby the parties exercising joint control have rights to the net assets of the arrangement.

 

    Joint operation: an agreement whereby the parties exercising joint control have rights to the assets and obligations for the liabilities relating to the arrangement.

The Combined Group’s interests in joint ventures and associates are recognized using the equity method.

Under the equity method, an investment in an associate or joint venture is initially recognized at cost. As of the acquisition date, the investment is recognized in the statement of financial position based on the share of its equity that the Combined Group’s interest represents in its capital, adjusted for, if appropriate, the effect of transactions with subsidiaries plus any goodwill generated in acquiring the company. If the resulting amount is negative, zero is recognized for that investment in the statement of financial position, unless the Combined Group has a present obligation (either legal or implicit) to support the company’s negative equity position, in which case a provision is recognized.

Goodwill from the associate or joint venture is included in the carrying amount of the investment. It is not amortized but is subject to impairment testing as part of the overall investment carrying amount when there are indicators of impairment.

Dividends received from these companies are deducted from the value of the investment, and any profit or loss obtained from them to which the Combined Group is entitled based on its interest is recognized under “Share of profit (loss) of associates accounted for using equity method”.

During the reporting periods the Combined Group did not have any joint arrangements that qualify as joint ventures or joint operations.

Appendix 2 to these combined financial statements, entitled “Associated Companies and Joint Ventures”, describes the relationship of the Combined Group and each of these companies.

2.6     Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Combined Group, liabilities incurred by the Combined Group to the former owners of the acquiree and the equity interests issued by the Combined Group in exchange control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and liabilities assumed are recognized at their fair value, except for certain assets and liabilities that are recognized using valuation principles established in other IFRS standards.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis.

 

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When a business combination is achieved in stages, the Combined Group’s previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Combined Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (which cannot exceed one year from the acquisition date), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

Business combinations between entities under common control are accounted for using, as a reference, the ‘pooling of interest’ method. Under this method, the assets and liabilities involved in the transaction remain reflected at the same carrying amounts at which they were recognized in the ultimate controlling company, although subsequent accounting adjustments may need to be made to align the accounting policies of the companies involved. Any difference between the assets and liabilities contributed to the consolidation and the consideration given is recognized directly in equity as a debit or credit to other reserves. The Combined Group does not restate comparative periods in its combined financial statements for business combinations under common control.

 

3. ACCOUNTING POLICIES

The main accounting policies used in preparing the accompanying combined financial statements are the following:

 

  a) Property, plant and equipment

Property, plant and equipment are measured at acquisition cost, net of accumulated depreciation and any impairment losses they may have experienced. In addition to the price paid to acquire each item, the cost also includes, where applicable, the following concepts.

 

    Financing expenses accrued during the construction period that are directly attributable to the acquisition, construction, or production of qualified assets, which require a substantial period of time before being ready for use such as, for example, electricity generation or distribution facilities. The Combined Group defines “substantial period” as one that exceeds 12 months. The interest rate used is that of the specific financing or, if none exists, the weighted average financing rate of the company carrying out the investment (see Note 14.b.1).

 

    Employee expenses directly related to construction in progress (see Note 14.b.2).

 

    Future disbursements that the Combined Group will have to make to close their facilities are incorporated into the value of the asset at fair value, recording in the accounting the corresponding provision for dismantling or restoration. The Combined Group reviews its estimate of these future disbursements on a yearly basis, increasing or decreasing the value of the asset based on the results of this estimate (see Note 20).

Items for construction work in progress are transferred to operating assets once the testing period has been completed and they are available for use, at which time depreciation begins.

Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or a longer useful life are capitalized as increasing the cost of the corresponding assets.

The replacement or overhaul of entire components that increase the asset’s useful life or economic capacity are recognized as an increase in cost for the respective assets, derecognizing the replaced or overhauled components.

 

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Expenditures for periodic maintenance, conservation and repair are recognized directly as an expense for the period in which they are incurred.

The Combined Group’s management, based on the outcome of impairment testing performed explained in Note 3.d, considers that the carrying amount of assets does not exceed their recoverable amount.

Property, plant and equipment, net of its residual value, is depreciated by distributing the cost of the different items that comprise it on a straight-line basis over its estimated useful life, which is the period during which the Combined Group expects to use the assets. Useful life estimates and residual values are reviewed on an annual basis and if appropriate adjusted prospectively.

The following are the main categories of property, plant and equipment with their respective estimated useful lives:

 

Categories of Property, plant and equipment

           Years of estimateduseful lives        

Buildings

   22 – 100

Plant and equipment

   3 – 85

IT equipment

   3 – 15

Fixtures and fittings

   5 – 21

Motor vehicles

   5 – 10

Other

   2 – 33

Additionally, the following provides greater detail on the useful lives of plant and equipment items:

 

Categories of Property, plant and equipment

           Years of estimateduseful lives        

Generating facilities:

  

Hydroelectric plants

  

Civil engineering works

   35 – 65

Electromechanical equipment

   10 – 85

Fuel oil/coal-fired power plants

   10 – 35

Transport lines

   35

Land is not depreciated since it has an indefinite useful life.

Regarding the administrative concessions held by the Combined Group’s electric companies, the following lists the periods remaining until expiration for the concessions that do not have an indefinite term.

 

Concession holder and operator

     Country      Year
  concession  

started
     Concession  
term
     Period remaining  
to expiration

Hidroeléctrica El Chocón S.A. (Generación)

   Argentina    1993    30 years    8 years

To the extent that the Combined Group recognizes assets as Property, plant and equipment, they are amortized over their economic life or the concession term, whichever is shorter, when the economic benefit from the asset is limited to its use during the concession term. At the end of each concession period it can be renewed at the discretion of the granting authority, otherwise all assets and facilities will be returned to the Combined Group, upon reimbursement for investments made and not yet amortized. Any required investment, improvement or replacement made by the Combined Group is considered in the impairment test to Property, plant, and equipment as a future contractual cash outflow that is necessary to obtain future cash inflow.

Combined Group’s management has evaluated the specific case of the concession described above and has concluded that there are no conclusive factors indicating that the grantor of the concession (a governmental body) has control over the infrastructure and that it can simultaneously determine the service price on a permanent basis. These are essential requirements for applying IFRIC 12 Service Concession Arrangements, an interpretation that establishes how to recognize and value certain types of concessions. (Those that are within the scope of this Standard are presented in Note 3.c.1).

 

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Gains or losses that arise from the sale or disposal of items of Property, plant, and equipment are recognized as “Other gains, net” in the combined comprehensive income statement and are calculated by deducting the carrying amount of the asset and any sales expenses from the amount received in the sale.

 

  b) Goodwill

Goodwill arising from business combinations represents the excess of the consideration paid plus the amount of any non-controlling interests over the Combined Group’s share of the net value of the assets acquired and liabilities assumed, measured at fair value at the acquisition date. If the accounting for a business combination is completed, as well as the determination of goodwill, after the end of the reporting period in which the combination occurs, the amounts previously reported presented are adjusted, for comparative purposes, to include the value of the assets acquired and liabilities assumed and the value of the final goodwill as of acquisition date.

Goodwill arising from acquisition of entities with functional currencies other than the Chilean peso is measured in the functional currency of the acquired company and translated to Chilean pesos using the closing exchange rate.

Goodwill is not amortized; instead, at the end of each reporting period or when there are indicators that an impairment might have occurred, the Combined Group’s management estimates whether any impairment loss has reduced its recoverable amount to an amount less than the carrying amount and, if so, it impairment loss is immediately recognized in profit or loss (see Note 3.d).

 

  c) Intangible assets other than goodwill

Intangible assets are initially recognized at their acquisition cost or production cost, and are subsequently measured at their cost, net of their accumulated amortization and impairment losses they may have experienced.

Intangible assets are amortized on a straight line basis during their useful lives, starting from the date when they are ready for use, except for those with an indefinite useful life, which are not amortized. As of December 31, 2015, 2014 and 2013 there are no significant intangible assets with an indefinite useful life.

The criteria for recognizing these assets impairment losses and, if applicable, recovery of impairment losses recognized in previous periods are explained in Note 3.d below.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

 

  c.1) Concessions

Public-to-private service concession agreements are recognized in accordance with IFRIC 12, Service Concession Agreements. This accounting interpretation applies if:

 

  a) The grantor controls or regulates what services the operator must provide with the infrastructure, to whom it must provide them, and at what price; and

 

  b) The grantor controls — through ownership, beneficial entitlement, or otherwise — any significant residual interest in the infrastructure at the end of the term of the agreement.

If both of the above conditions are met simultaneously, the operator shall recognize an intangible asset to the extent that it receives a right (a license) to charge users of the public service. A right to charge users of the public service is not an unconditional right to receive cash because the amounts are contingent on the extent that the public uses the service.

 

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If the operator is paid for the construction services partly by a financial asset and partly by an intangible asset it is necessary to account separately for each component of the operator’s consideration. The consideration received or receivable for both components shall be recognized initially at the fair value of the consideration received or receivable.

These intangible assets are initially recognized at cost, i.e. the fair value of consideration transferred to acquire the asset, which is the fair value of the consideration received or receivable for the construction services delivered. They are then amortized over the term of the concession.

 

  c.2) Research and development expenses

The Combined Group recognizes the costs incurred in a project’s development phase as intangible assets in the statement of financial position as long as the project’s technical feasibility and future economic benefits have been demonstrated.

Expenditures on research activities are recognized as an expense in the year in which they are incurred. Research activities expenses amounted to ThCh$ 24,139, ThCh$ 791,428 and ThCh$ 771,449 for the years ended December 31, 2015, 2014 and 2013, respectively.

 

  c.3) Other intangible assets

Other intangible assets correspond to computer software, water rights, and easements. They are initially recognized at acquisition or production cost and are subsequently measured at cost less accumulated amortization and impairment losses, if any.

Computer software is amortized (on average) over five years. Certain easements and water rights have indefinite useful lives and, therefore, are not amortized, while others have useful lives ranging from 40 to 60 years, depending on their characteristics, and they are amortized over that term.

 

  d) Impairment of assets

 

  d.1) Non-financial assets

During the period, and principally at the end of each reporting period, the Combined Group’s management evaluates whether there is any indication that an asset has been impaired. If any such indication exists, the Combined Group’s management estimates the recoverable amount of that asset to determine the amount of the impairment loss. In the case of identifiable assets that do not generate cash flows independently, the Combined Group’s management estimates the recoverable amount of the Cash Generating Unit (CGU) to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of CGUs to which goodwill or intangible assets with indefinite useful lives have been allocated, a recoverability analysis is performed routinely at each period end.

Recoverable amount is the higher of fair value less costs of disposal and value in use, which is defined as the present value of the estimated future cash flows. In order to calculate the recoverable amount of Property, plant, and equipment, as well as of goodwill, and intangible assets, the Combined Group uses value-in-use criteria in practically all cases.

To estimate value in use, the Combined Group prepares future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of a CGUs’ revenue and costs using sector projections, past experience and future expectations.

 

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In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates which, in no case, are increasing rates nor exceed the average long-term growth rates for the particular sector and country in which the Combined Group operates. As of December 31, 2015 and 2014 future cash flows projections were extrapolated from the following rates:

 

Country

  

Currency

   12-31-2015
Rate
  12-31-2014
Rate

Argentina

     Argentine peso (Ar$)    11.1%   6.9%

Brazil

     Brazilian real      4.1% - 5.6%       5.0% - 5.9%  

Peru

     Peruvian sol (Sol)    3.1%   3.4%

Colombia

     Colombian peso (CP)    3.5%   4.3%

Future cash flows are discounted to calculate their present value at a pre-tax rate that covers the cost of capital for the business activity and the geographic area in which it is being carried out. The time value of money and risk premiums generally used among analysts for the business activity and the geographic zone are taken into account to calculate the pre-tax rate.

The following are the pre-tax discount rates applied as of December 31, 2015 and 2014, expressed in nominal terms:

 

Country

  

Currency

  

12-31-2015

  

12-31-2014

     

    Minimum    

  

    Maximum    

  

    Minimum    

  

    Maximum    

Argentina

   Argentine peso    34.5%    39.4%    37.2%    38.9%

Brazil

   Brazilian real    11.1%    21.1%    9.7%    22.7%

Peru

   Peruvian sol    11.3%    12.6%

Colombia

   Colombian peso    15.1%    13.3%

If the recoverable amount of the CGU is estimated to be less than its carrying amount, an impairment loss is recognized in the combined statement of comprehensive income. The impairment is first allocated to reduce the carrying amount of any goodwill allocated to the CGU, and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. The carrying amount of an asset is not reduced below the highest of fair value less costs of disposal, its value in use; or zero.

Impairment losses recognized for an asset in prior periods are reversed when there are indications that the impairment loss no longer exists or may have decreased, thus increasing the asset’s carrying amount with a credit to earnings. The increase in the asset’s carrying amount shall not exceed that carrying amount that would have been determined had no impairment loss been recognized for the asset. Goodwill impairment losses are not reversed in subsequent periods.

 

  d.2) Financial assets

The following criteria are used to determine if a financial asset has been impaired:

 

    For trade receivables in the electricity generation, transmission and distribution businesses, the Combined Group’s policy is to recognize impairment losses based on the aging of past-due balances. This is the policy generally applied except in cases where a specific collective basis analysis is recommended, such as in the case of receivables from government-owned companies (see Note 7).

 

    In the case of receivables of a financial nature, impairment is determined on case-by-case basis. As of the date of issuance of these combined financial statements, the Combined Group had no significant past-due non-commercial financial assets (see Notes 6 and 18).

 

    For financial investments available-for-sale, the criteria for impairment applied are described in Note 3.f.1.

 

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  e) Leases

In order to determine whether an arrangement is, or contains, a lease, the Combined Group assesses the economic substance of the agreement, in order to determine whether fulfilment of the arrangement depends on the use of a specific asset and whether the agreement conveys the right to use an asset. If both conditions are met, at the inception of the arrangement the Combined Group separates the payments and other considerations relating to the lease, at their fair values, from those corresponding to other components of the agreement.

Leases that substantially transfer all the risks and rewards of ownership to the Combined Group are classified as finance leases. All others leases are classified as operating leases.

Finance leases in which the Combined Group acts as a lessee are recognized at the inception of the arrangement. At that time, the Combined Group records an asset based on the nature of the lease and a liability for the same amount, equal to the fair value of the leased asset or the present value of the minimum lease payments, if the latter is lower. Subsequently, the minimum lease payments are apportioned between finance expenses and reduction of the lease obligation. Finance expenses are recognized immediately in the income statement and allocated over the lease term, so as to achieve a constant interest rate on the remaining balance of the liability. Leased assets are depreciated on the same terms as other similar depreciable assets, as long as there is reasonable certainty that the lessee will acquire ownership of the asset at the end of the lease. If no such certainty exists, the leased assets are depreciated over the shorter of the useful lives of the assets and their lease term.

In the case of operating leases, payments are recognized as an expense in the case of the lessee and as income in the case of the lessor, both on a straight-line basis, over the term of the lease unless another type of systematic basis of distribution is deemed more representative.

 

  f) Financial instruments

Financial instruments are contracts that give rise to both a financial asset in one entity and a financial liability or equity instrument in another entity.

 

  f.1) Financial assets, except derivatives

The Combined Group classifies its financial assets into four categories:

 

    Trade and other receivables and accounts receivable from related parties: These financial assets, that are not quoted in the active market, are measured at amortized cost, which is the initial fair value minus principal repayments made, plus accrued interest, calculated using the effective interest method, minus any reduction through the use of an allowance account for impairment or uncollectibility.

 

     The effective interest method is used to calculate the amortized cost of a financial asset or liability (or group of financial assets or financial liabilities) and is charged to finance income or cost over the relevant period. The effective interest rate is the discount rate that exactly matches discounts the estimated future cash flows to be received or paid over the expected life of the financial instrument (or, when appropriate, over a shorter period) to the net carrying amount of the financial asset or financial liability.

 

    Held-to-maturity investments: Investments quoted in an active market that the Combined Group intends to hold and is capable of holding until their maturity are accounted for at amortized cost as defined in the preceding paragraph.

 

    Financial assets at fair value through profit or loss: This category includes the trading portfolio and those financial assets that have been designated as such upon initial recognition and that are managed and evaluated on a fair value basis. They are measured in the combined statement of financial position at fair value, with changes in value recognized directly in income when they occur.

 

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    Available-for-sale financial assets: These are financial assets specifically designated as available for sale or that do not fit within any of the three preceding categories. They are almost all financial investments in equity instruments (see Note 6).

These financial assets are recognized in the combined statement of financial position at fair value when it can be reliably determined. For investments in equity instruments in unlisted companies or companies with lower levels of liquidity, normally the fair value cannot be reliably measured. When this occurs, those investments in equity instruments are measured at cost less impairment losses, if any.

Changes in fair value, net of tax, are recognized in other comprehensive income, until the investments are disposed of, at which time the amount accumulated in other comprehensive income is reclassified to profit or loss.

If the fair value is lower than cost, and if there is objective evidence that the asset has been more than temporarily impaired, the difference is recognized directly in profit or loss.

Purchases and sales of financial assets are accounted for using their trade date.

 

  f.2) Cash and cash equivalents

This item within the combined statement of financial position includes cash and bank balances, time deposits with original maturity of less than or equal to 90 days, and other highly liquid investments (with original maturity of less than or equal to 90 days) that are readily convertible to cash and are subject to insignificant risk of changes in value.

 

  f.3) Financial liabilities, except derivatives

Financial liabilities are recognized based on cash received, net of any costs incurred in the transaction. In subsequent periods, these obligations are measured at their amortized cost using the effective interest method (see Note 3.f.1).

In the particular case that a liability is the hedged item in a fair value hedge, as an exception, such liability is measured at its fair value for the portion of the hedged risk.

In order to calculate the fair value of debt, both when it is recognized in the statement of financial position and for fair value disclosure purposes as shown in Note 16, debt has been divided into fixed interest rate debt (hereinafter “fixed-rate debt”) and variable interest rate debt (hereinafter “floating-rate debt”). Fixed-rate debt is that on which fixed-interest coupons established at the beginning of the transaction are paid explicitly or implicitly over its term. Floating-rate debt is that debt issued at a variable interest rate, i.e., each coupon is established at the beginning of each period based on the reference interest rate. All debt has been measured by discounting expected future cash flows with a market interest rate curve based on the payment currency.

 

  f.4) Derivative financial instruments and hedge accounting

Derivatives held by the Combined Group are transactions entered into to hedge interest and/or exchange rate risk, intended to eliminate or significantly reduce these risks in the underlying transactions being hedged.

Derivatives are recognized at fair value at the end of each reporting period as follows: if their fair value is positive, they are recognized within “Other financial assets”; and if their fair value is negative, they are recognized within “Other financial liabilities”. For derivatives on commodities, the positive fair value is recognized in “Trade and other receivables”, and negative fair values are recognized in “Trade and other liabilities”.

 

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Changes in fair value are recognized directly in profit or loss, except when the derivative has been designated for hedge accounting purposes as a hedge instrument (in a cash flow hedge) and all of the conditions for applying hedge accounting are met, including that the hedge be highly effective. In this case, changes are recognized as follows:

 

    Fair value hedges: The underlying portion for which the risk is being hedged (hedged risk) and the hedge instrument are measured at fair value, and any changes in value of both items are recognized in the combined statement of comprehensive income by offsetting the effects in the same comprehensive income statement account.

 

    Cash flow hedges: Changes in the fair value of the effective portion of the hedged item and hedge instrument are recognized in other comprehensive income an accumulated in an equity reserve known as “Reserve for cash flow hedges”. The cumulative loss or gain or loss in this accounting this reserve is transferred reclassified to the combined statement of comprehensive income to the extent that the hedged item impacts the combined statement of comprehensive income because of the hedged risk, offsetting the effect in the same comprehensive income statement account. Gains or losses from the ineffective portion of the hedging relationship are recognized directly in the combined statement of comprehensive income.

A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%.

As a general rule, long-term commodity purchase or sale agreements are recognized in the combined statement of financial position at their fair value at the end of each reporting period, recognizing any differences in value directly in profit or loss, except for, when all of the following conditions are met:

 

    The sole purpose of the agreement is for the Combined Group’s own use, which is understood as: (i) in the case of fuel purchase agreements its used to generate electricity; (ii) in the case of electrical energy purchased for sale, its sale to the end-customers; and, (iii) in the case of electricity sales its sale to the end-customers.

 

    The Combined Group’s future projections evidence the existence of these agreements for its own use.

 

    Past experience with agreements evidence that they have been utilized for the Combined Group’s own use, except in certain isolated cases when for exceptional reasons or reasons associated with logistical issues have been used beyond the control and projection of the Combined Group.

 

    The agreement does not stipulate settlement of differences and the parties have not made it a practice to settle similar contracts with differences in the past.

The long-term commodity purchase or sale agreements maintained by the Combined Group, which are mainly for electricity, fuel, and other supplies, meet the conditions described above. Thus, the purpose of fuel purchase agreements is to use them to generate electricity, electricity purchase contracts are used to sell to end-customers, and electricity sale contracts are used to sell the Combined Group’s own products.

The Combined Group’s management also evaluates the existence of derivatives embedded in contracts or financial instruments to determine if their characteristics and risk are closely related to the principal contract, provided that when taken as a whole they are not being accounted for at fair value. If they are not closely related, they are recognized separately and changes in value are accounted for directly in profit or loss.

 

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  f.5) Derecognition of financial assets and liabilities

Financial assets are derecognized when:

 

    The contractual rights to receive cash flows from the financial asset expire or have been transferred or, if the contractual rights are retained, the Combined Group has assumed a contractual obligation to pay these cash flows to one or more recipients, if and only if, all of the three conditions are met: (i) The Combined Group has no obligation to pay amounts to eventual recipients unless it collects equivalent amounts from the original asset; (ii) The Combined Group is prohibited by the terms of the transfer contract from selling or pledging the original asset other than as a security to the eventual recipients for the obligation to pay them cash flows; and (iii) The Combined Group has an obligation to remit any cash flows it collects on behalf of the eventual recipients without material delay.

 

    The Combined Group has substantially transferred all the risks and rewards of ownership of the financial asset, or, if it has neither transferred nor retained substantially all the risks and rewards, when it does not retain control of the financial asset.

Transactions in which the Combined Group retains substantially all the inherent risks and rewards of ownership of the transferred asset, it continues recognizing the transferred asset in its entirety and recognizes a financial liability for the consideration received. Transactions costs are recognized in profit and loss by using the effective interest method (see Note 3.f.1).

Financial liabilities are derecognized when they are extinguished, that is, when the obligation arising from the liability has been paid or cancelled, or has expired.

 

  f.6) Offsetting of financial assets and liabilities

The Combined Group offsets financial assets and liabilities, and the net amount is presented in the statement of financial position only when:

 

    there is a legally binding right to set-off recognized amounts; and

 

    the company intends to settle them on a net basis, or to simultaneously realize the asset and settle the liability.

 

  f.7) Financial guarantees

The financial guarantee contracts, defined as the guarantees issued by the Combined Group and its subsidiaries to third parties, are initially measured at their fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.

Subsequent to initial recognition, financial guarantee contracts are recognized at the higher of:

 

    The amount determined in accordance with the accounting policy in Note 3.g; and

 

    The amount initially recognized less, when appropriate, cumulative amortization recognized in accordance with the revenue recognition policies.

 

  g) Fair value measurement

The fair value of an asset or liability is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market, namely, the market with the greatest volume and level of activity for that asset or

 

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liability. In the absence of a principal market, it is assumed that the transaction is carried out in the most advantageous market available to the entity, namely, the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability.

In estimating fair value of an asset or liability, the Combined Group uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Combined Group uses valuation techniques that are appropriate for the circumstances and for which there is sufficient data to conduct the measurement. The Combined Group maximizes the use of relevant observable data and minimizes the use of unobservable data.

Given the hierarchy of the entry data used in the valuation techniques, assets and liabilities measured at fair value can be classified at the following levels:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The methods and assumptions used to determine the fair values at Level 2 by type of financial assets or financial liabilities take into consideration estimated future cash flows discounted at market rates. Future cash flows for financial assets and financial liabilities are discounted with the zero coupon interest rate curves for each currency (these valuations are carried out using external tools such as Bloomberg); and

The Combined Group measures derivatives not traded on active markets by using the discounted cash flow method and generally accepted options valuation models, based on current and future market conditions as of the close of the financial statements. It also adjusts the value according to its own credit risk (Debt Valuation Adjustment, DVA), and the counterparty risk (Credit Valuation Adjustment, CVA). These CVA and DVA adjustments are measured on the basis of the potential future exposure of the instrument (creditor or borrower position) and the risk profile of both the counterparties and the Combined Group itself.

Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

When measuring fair value, the Combined Group takes into account the characteristics of the asset or liability, particularly:

 

    For non-financial assets, fair value measurement takes into account the ability of a market participant to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use;

 

    For liabilities and equity instruments, the fair value measurement assumes that the liability would not be settled and an equity instrument would not be cancelled or otherwise extinguished on the measurement date. The fair value of the liability reflects the effect of non-performance risk, namely, the risk that an entity will not fulfil the obligation, which includes, but is not limited to, the Combined Group’s own credit risk;

 

    In the case of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risks, it is permitted to measure the fair value on a net basis. However, this must be consistent with the manner in which market participants would price the net risk exposure at the measurement date.

 

  h) Inventories

Inventories are measured at their weighted average acquisition cost or the net realizable value, whichever is lower.

 

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  i) Provisions

Provisions are recognized when the Combined Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of 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 consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The unwinding of the discount is recognized as finance cost. Incremental legal cost expected to be incurred in resolving a legal claim is included in measuring of the provision.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

A contingent liability does not result in the recognition of a provision. Legal costs expected to be incurred in defending a legal claim are expensed as they are incurred. Significant contingent liabilities are disclosed unless the likelihood of an outflow of resources embodying economic benefits is remote.

 

  i.1) Provisions for post-employment benefits and similar obligations

Some of the combined entities have pension and similar obligations with their employees. These obligations, which can be defined benefits and defined contributions, are basically formalized through pension plans, except for certain non-monetary benefits, mainly electricity supply commitments, which, due to their nature, have not been externalized and are covered by the related in-house provisions.

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Past service costs relating to changes in benefits are recognized immediately.

The defined benefit plan obligations in the statement of financial position represent the present value of the accrued obligations, adjusted, once the fair value of the different plans’ assets has been deducted, if any.

For each of the defined benefit plans, any deficit between the actuarial liability and the plan assets is recognized under line item “Provisions for employee benefits” within current and non-current liabilities in the consolidated statement of financial position.

Actuarial gains and losses arising in measurement of both the plan liabilities and the plan assets are recognized directly in other comprehensive income.

Contributions to defined contribution benefit plans are recognized as an expense in the consolidated statement of comprehensive income when the employees have rendered their services.

 

  j) Translation of foreign currency balances

Transactions carried out by each entity in a currency other than its functional currency are recognized using the exchange rates prevailing as of the date of the transactions. During the period, any differences that arise between the prevailing exchange rate at the date of the transaction and the exchange rate as of the date of collection or payment are recognized as “Foreign currency exchange gains (losses), net” in the combined statement of comprehensive income.

 

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Likewise, at the end of each reporting period, receivable or payable balances denominated in a currency other than each entity’s functional currency are translated using the closing exchange rate. Any differences are recognized as “Foreign currency exchange gains (losses), net” in the combined statement of comprehensive income.

The Combined Group has established a policy to hedge the portion of revenue from its combined entities that is directly linked to variations in the U.S. dollar, through obtaining financing in such currency. Exchange differences related to this debt, which is regarded as the hedging instrument in cash flow hedge transactions, are recognized, net of taxes, in other comprehensive income and are accumulated in an equity reserve and reclassified to profit or loss when the hedged cash flows impact profit or loss. This term has been estimated at ten years.

For the purposes of presenting these combined financial statements, the financial of entities with functional currencies other than the Chilean peso are translated as follows:

 

  a. For assets and liabilities is used the prevailing closing exchange rate.

 

  b. For income and expenses items is used the average exchange rate for the period (unless this average is not a reasonable approximation of the cumulative effect of the exchange rates prevailing on the dates of the transactions, in which case the exchange rate prevailing on the date of each transaction is used).

 

  c. For equity accounts is used the historical exchange rate from the date of acquisition or contribution, and retained earnings at the average exchange rate at the date of origination.

 

  d. Exchange differences arising in translation of financial statements are recognized in the item “Foreign currency translation gains (losses), net” in other comprehensive income and accumulated in equity (see Note 22.2).

 

  k) Current/non-current classification

In these combined statements of financial position, assets and liabilities expected to be recovered or settled within twelve months are presented as current items, except for post-employment and other similar obligations. Those assets and liabilities expected to be recovered or settled in more than twelve months are presented as non-current items. Deferred income tax assets and liabilities are classified as non-current.

When the Combined Group have any obligations that mature in less than twelve months but can be refinanced over the long term at the Combined Group’s discretion, through unconditionally available credit agreements with long-term maturities, such obligations are classified as long-term liabilities.

 

  l) Income taxes

Income tax expense for the period is determined as the sum of current taxes from the Combined Group’s different combined entities and results from applying the tax rate to the taxable income for the period, after permitted deductions have been made, plus any changes in deferred income tax assets and liabilities and tax credits, both for tax losses and deductions. Differences between the carrying amount and tax basis of assets and liabilities generate deferred income tax assets and liabilities, which are calculated using the tax rates expected to apply when the assets and liabilities are realized or settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets are recognized for all deductible temporary differences, tax losses and unused tax credits to the extent that it is probable that sufficient future taxable profits exist to recover the deductible temporary differences and make use of the tax credits. Such deferred tax asset is not recognized if the deductible temporary difference arises from the initial recognition of an asset or liability that:

 

    Did not arise from a business combination, and

 

    At initial recognition affected neither accounting profit nor taxable profit (loss).

 

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With respect to deductible temporary differences associated with investments in combined entities, associates and joint arrangements, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilized.

Deferred income tax liabilities are recognized for all temporary differences, except those derived from the initial recognition of goodwill and those that arose from investments in combined entities, associates and joint ventures in which the Combined Group can control their reversal and where it is probable that they will not be reversed in the foreseeable future.

Current tax and changes in deferred income tax assets or liabilities are recognized in profit or loss or in equity, depending on where the gains or losses that triggered these tax entries have been recognized.

Any tax deductions that can be applied to current income tax liabilities are credited to earnings within the line item “Income tax expense”, except when doubts exist about their tax realization, in which case they are not recognized until they are effectively realized, or when they correspond to specific tax incentives, in which case they are recognized as government grants.

At the end of each reporting period, the Combined Group reviews the deferred taxes assets and liabilities recognized, and makes, if any, necessary corrections based on the results of its review.

Deferred income tax assets and deferred income tax liabilities are offset in the combined statement of financial position if has a legally enforceable right to set off current income tax receivables against current income tax liabilities, and only when the deferred taxes relate to income taxes levied by the same taxation authority.

 

  m) Revenue and expense recognition

Revenue is the gross inflow of economic benefits during the period arising in the course of the ordinary activities of the Combined Group when those inflows result in increases in equity, other than increases relating to contributions from equity participants.

Revenue from rendering of services is recognized, if it can be estimated reliably, by reference to the stage of completion of the service at the end of the reporting period.

The Combined Group excludes from revenue those gross inflows of economic benefits it receives when it acts as an agent or commission agent on behalf of third parties, and only recognizes as revenue economic benefits received for its own activity.

Revenue is recognized based on the economic substance of the transaction and is recognized when all of the following conditions are met:

 

    the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

    the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

    the amount of revenue can be measured reliably;

 

    it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

    the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable that gives rise to the revenue.

 

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Revenues from generation, transmission are recognized based on the following criteria:

 

    Generation and transmission of electricity: Revenue is recognized based on physical delivery of energy and power, at prices established in the respective contracts; at prices stipulated in the electricity market by applicable regulations; or at marginal cost determined on the spot market, as the case. This revenue includes an estimate of the service provided and not billed until the closing date (see Note 2.3).

In arrangements under which the Combined Group will perform multiple revenue-generating activities (multiple-element arrangement), the recognition criteria are applied to the separately identifiable components of the transaction in order to reflect the substance of the transaction or to two or more transactions together when they are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole.

When goods or services are exchanged or swapped for goods or services of a similar nature and value, the exchange is not regarded as a revenue-generating transaction.

The Combined Group recognizes the net amount of non-financial asset purchases or sale contracts that are settled for a net amount of cash or through some other financial instruments. Contracts entered into and maintained for the purpose of receiving or delivering these non-financial assets are recognized on the basis of the contractual terms of the purchase, sale, or usage requirements expected by the entity.

Finance income (expense) is recognized using the effective interest method.

Expenses are recognized on an accruals basis, immediately in the event of expenditures that do not generate future economic benefits or when they do not meet the requirements for recording them as assets.

 

  n) Dividends

Endesa Américas S.A. is located in Chile, hence, is subject to Chilean laws and regulations, in particularly related to approval and payment of dividends.

Article No. 79 of the Chilean Public Companies Act establishes that, unless unanimously agreed otherwise by the shareholders of all issued shares, listed corporations must distribute a cash dividend to shareholders on an annual basis, pro rata to the shares owned or the proportion established in the company’s by-laws if there are preferred shares, of at least 30% of profit for each year, except when accumulated deficit from prior years must be absorbed.

As it is practically impossible to achieve a unanimous agreement not to approve the mandatory dividend, given the intended Combined Group’s highly fragmented share capital, at the end of each reporting period the amount of the minimum statutory dividend obligation to its shareholders is determined, net of interim dividends approved during the period, and then accounted for in “Trade and other payables” and “Accounts payable to related parties”, as appropriate, and recognized in Equity.

Interim and final dividends are deducted from Equity when they are approved by the competent body, which in the first case is normally the Board of Directors and in the second case is the shareholders as agreed at an Ordinary Shareholders’ Meeting.

 

  o) Operating segments

Since Endesa Américas S.A. had not yet been established as a legal entity as of the reporting date, no chief operating decision maker existed for this Combined Group. Consequently, the Combined Group does not yet have any operating segments as the term is defined under IFRS 8, Operating Segments. The Combined Group has elected to provide supplemental geographic information not required by IFRS 8 in Note 30.

 

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4. SECTOR REGULATIONS AND ELECTRICITY SYSTEM OPERATIONS

4.1     Regulatory framework:

Argentina

Argentina has shown signs of intervention in the electricity market since the crisis of 2002. Under the previous regulations, generators sold to distributors at prices obtained from centralized calculations at the average spot market price. The distributers’ purchase price was the average price forecast for the next six months, called the Seasonal Price (Precio Estacional). Any differences between the Seasonal Price (the purchase price) and the actual spot price (the selling price) was charged to the Seasonal Fund (Fondo Estacional) managed by the Electricity Wholesale Market Administration Company (CAMMESA - Compañía Administradora del Mercado Mayorista Eléctrico).

However, after the 2002 crisis, the authorities changed the pricing criteria, bringing the marginal pricing system to an end. First, marginal prices were calculated without taking into account restrictions on natural gas. In effect, despite the fact that generation is dispatched on the basis of the fuels actually used, Resolution SE 240/2003 establishes that the marginal price is to be calculated taking into consideration all of the generation units as if there were no restrictions in effect on natural gas supplies. In addition, the expense of water is not included in the calculations if its opportunity cost is higher than the cost of generating power with natural gas. Second, it established a spot price ceiling of Ar$120/MWh. However, CAMMESA pays the actual variable costs of the liquid fuel-fired thermal plants through the Temporary Dispatch Cost Overruns program.

In addition, as the dollarized economy was devalued and went back to the Argentine peso, payment for capacity fell from US$10 to Ar$10 per MWh. Capacity payments have subsequently risen slightly, to Ar$12.

Additionally, the freezing of prices paid by distributors caused a difference with the real generation costs, resulting in various types of special agreements aimed at recovering costs, in accordance with regulations in force.

It was within this context that the government announced in 2012 its plan to replace the current regulatory framework with one based on an average cost scheme.

Resolution 95/2013 was published in March 2013, significantly changing the system for generators’ remunerations and setting new prices for capacity depending on the type of technology and availability. It also established new remuneration values for non-fuel variable costs and included additional fee for energy generated.

In May 2013, the Combined Group’s generating companies (Central Costanera S.A. and Hidroeléctrica El Chocón S.A.) accepted the terms of Resolution SE 95/2013.

This resolution marked the end of marginal pricing as a payment system in the Argentine power generation market and established, instead, payment by type of technology and size of plant. For each case, it recognizes fixed costs (determined on the basis of fulfilment of availability) and variable costs, plus an additional fee (the two parts are determined on the basis of the energy generated). Part of the additional fee will be placed in a trust for future investments.

In principle, commercial management and fuel dispatch will be in the hands of CAMMESA; Terminal Market agreements cannot be extended or renewed, and large users, once their respective contracts are up, must purchase their supply from CAMMESA. However, the Energy Secretary, in Note SE 1807/13, gave generators the opportunity to express their intention to continue handling collections for their entire contract portfolio, thus ensuring a certain amount of cash flow and a continuing relationship with the customer.

It is also important to mention that Central Costanera S.A. has availability contracts signed in 2012 that are still in effect, as well as combined cycle contracts (until 2015) and steam generation contracts (until 2019) that will enable the company to implement a plan for investing in the Central Costanera S.A. plant

 

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generation units in order to optimize the reliability and availability of that plant. The contracts also include payment of the commitments under the Long-Term Service Agreement (LTSA) for the plant’s combined cycles.

Through Resolution 529/2014, the Energy Secretary updated generators’ fee, which had been in effect since they were set in February 2013 under Resolution 95/2013. The new resolution increased recognition of fixed costs for combined cycle and large hydroelectric plants by 25%; and adjusted variable costs by 41% for thermal plants and 25% for hydroelectric plants. A new variable fee was set for biodiesel-fired plants. The additional fee increased 25% for thermal plants, and a new charge of Ar$21/MWh was set for one-time maintenance for combined cycle and Ar$24/MWh for other thermal generation plants. The resolution is retroactive to February 2014.

Through Resolution 482/2015, Energy Secretary updated generators’ fee, which had been in effect since they were set in February 2014 under Resolution 529/2014. The new resolution increased recognition of fixed costs for combined cycle and large hydroelectric plants by 28%, and 64% for mid-size hydroelectric plants. The variable costs were adjusted by 23%, hydroelectric plants are exempted of variable electric transmission payments and has been implemented a new incentive scheme for generation and operating effectiveness for thermal plants. The additional fee increased by 26% for thermal plants and 10% for mid-size hydroelectric plants. For non-recurring maintenance was increased by 17% and the same concept is created for hydroelectric plants in Ar$8/MWh. Finally, a new charge of Ar$15.8/MWh for thermal plants and Ar$6.3/MWh for hydroelectric plants was set for investments funding, which will be effective from February 2015 to December 2018 only for those generators participating in the projects. The new generation will have an additional fee equivalent to 50% of the direct additional fee based on technology for a 10-years period. The resolution is retroactive to February 2015.

Brazil

Legislation in Brazil allows the participation of private capital in the electricity sector, upholds free competition among companies in electricity generation, and defines criteria to avoid certain levels of economic concentration and/or market practices that may cause a decline in free competition.

Based on the contract requirements as stated by distribution companies, the Ministry of Energy has been involved in planning the expansion of the electricity system, setting capacity quotas by type of technology on the one hand and, on the other, promoting separate tender processes thermal, hydroelectric, or renewable energies, or directly holding tender processes for specific projects. The operation is being coordinated in a centralized fashion in which one independent operator coordinates centralized load dispatch based on variable production costs and seeks to guarantee to meet demand at the minimum cost for the system. The price at which transactions take place on the spot market is called the Difference Liquidation Price (Precio de Liquidación de las Diferencias, PLD), which takes into account the players’ aversion to risk.

Generation companies sell their energy on the regulated or unregulated market through contracts, and they trade their surpluses or deficits on the spot market. The free market is aimed at large users, with a limit of 3,000 kW or 500 kW if they purchase energy produced with renewable resources.

In the unregulated market, suppliers and their clients directly negotiate energy purchase conditions; whereas in the regulated market, where distribution companies operate, energy purchases must go through a tender process coordinated by the National Electricity Agency (ANEEL). Accordingly, the regulated purchase price used in the determination of tariffs to end users is based on average prices of open bids, and there are separate bidding processes for existing and new energy. Bidding processes for new energy contemplate long-term generation contracts in which new generation projects must cover the growth of demand foreseen by distributors. The open bid for existing energy considers shorter contractual terms and seeks to cover the distributors’ contractual needs arising from the expiry of prior contracts. Each bidding process is coordinated centrally. Authorities set maximum prices and, as a result, contracts are signed where all distributors participating in the process buy pro rata from each offering generator.

 

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On November 25, 2014, the ANEEL approved the new PLD limits for 2015. The maximum limits decreased from R$823 to R$388/MWh and the minimum increased from R$16 to R$30/MWh. The decision was the result of extensive debate, which began with Public Consultation number 09/2014 and later with Public Hearing number 54/2014.

The main effect of the new limit is to reduce the financial impact for distributors of potential future risks when contracting energy in the spot market, as in 2014 the spot price was at its maximum for much of the year. The new maximum price also mitigates the risk of unrecoverable economic and financial losses for generators, when production is below contract values. However, the possibility of selling excess energy at higher prices decreases. Currently generators can divide their excess energy across the months of the year, to boost their revenues by allocating more energy to those months where higher prices are expected, as the ceiling is lower.

Annually the ANEEL ratifies by resolution the minimum and maximum limits of PLD, so that by 2016 the maximum and minimum PLD are fixed at R$422.56/MWh and R$30.25/MWh, respectively. These PLD limits incorporate the estimation of Itaipú mega hydro costs, which will be in 2016 of US$25.78/kW.

These regulatory mechanisms ensure the creation of regulatory assets, whose rate adjustment for deficits in 2014, took place in the tariff adjustments starting in 2015 (March for Ampla Energía E Serviços S.A. (Ampla) and April for Compañía Energética Do Ceará S.A. (Coelce), subsidiaries of our associate Enel Brasil S.A.). This mechanism has existed since 2001, and is called the Compensation Clearing Account - Part A (Cuenta de Compensación de Valores – Parte A, “CVA”). They aimed to maintain consistent operating margins for the dealer by allowing tariff revenue due to the costs of Parcel A.

Compensation Clearing Account (“CVA” for its acronym in Portuguese) helps maintain stability in the market and enables the creation of deferred costs, which is compensated through tariff adjustments based on the fees necessary to compensate for deficits from the previous year.

In December 2014 an addendum was signed to the concession contract for distributors in Brazil (including Ampla y Coelce), which allows these regulatory assets (CVA’s and others) to be included in indemnizable assets at the end of the concession, and if this is not possible over time, it allows compensation through tariffs. Therefore, the recognition for these regulatory assets/liabilities is allowed under IFRS.

In 2014 Brazil continued to face a drought. In November, the system has reached the maximum of the energy rationing risk. The average reservoir levels were 1% below the lowest rationing. However, the Government affirms no risk of supply.

To cover the extra cost of energy, the government has created the ACR account through bank loans to be paid off within two years using funds from tariffs. Until December 31, 2014 distributors used an amount of approximately 18 billion Reals of the ACR, however, it was not enough to cover the deficit. In March 2015 a new loan to the ACR account was approved to cover the deficit of November and December 2014. An extension of the deadline for payment of all loans also was approved; now they have to be paid in 54 months after November 2015.

Depending on the mismatches between costs incorporated in the tariffs and the actual distribution costs, and intensified by the implicit costs of drought, ANEEL, in January 2015, began to implement a system (known as “Tariff Flags”) of additional monthly charge to consumers’ tariff, as long as the marginal cost of the system reaches levels above the regulatory standard. The aim of the regulator is to give the consumer an economic signal of the subsequent month’ generation cost, and indicate to the distributor the anticipation of the amount (right) that would only be received with the application of the next tariff.

Colombia

The Public Utility Law (Ley de Servicios Públicos Domiciliarios, Law No. 142) and the Electricity Law (Ley Eléctrica, Law No. 143) were passed in 1994 establishing the new framework ordered by the Constitution. These laws set out the general criteria and policies that are to govern public utility service provision in the country, as well as the procedures and mechanisms for regulating, monitoring and overseeing them.

 

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The Electricity Law puts the constitutional focus into practice, regulating the generation, transmission, distribution and sale of electricity, creating the market and competitive environment, strengthening the industry and setting the boundaries for government intervention. Taking into account the nature of each activity or business, general guidelines were established for developing the regulatory framework, creating and implementing the rules that would allow for free competition in the power generation and sales industries, while the directives for the transmission and distribution industries were geared toward treating these activities as monopolies while seeking out competitive conditions wherever possible.

The main institution in the electricity sector is the Mining and Energy Ministry, whose Mining Energy Planning Unit (Unidad de Planeación Minero Energética, UPME) draws up the National Energy Plan and the Generation and Transmission Expansion Plan. The Energy and Gas Regulatory Commission (Comisión de Regulación de Energía y Gas, CREG) and the Public Service Superintendency (Superintendencia de Servicios Públicos, SSPD) regulate and oversee, respectively, the companies in the industry, and the Superintendency of Industry and Commerce is the national authority for free trade protection issues.

The electricity industry operates on the basis of electricity-selling companies and the large consumers being able to buy and sell energy through bilateral contracts or on a short-term energy exchange market, called the energy exchange, which operates freely according to supply and demand conditions. In addition, long-term auctions of Firm Energy within a Reliable Charge scheme are carried out to promote the expansion of the system. The market is operated and administered by XM, which is in charge of the National Dispatch Centre (Centro Nacional de Despacho, CND), and the Commercial Interchange System Manager (Administrador del Sistema de Intercambios Comerciales, ASIC).

Peru

The Electricity Concessions Law and its regulations, the Law to Ensure Efficient Development of Electricity Generation (Law No. 28,832), the Electricity Industry Antimonopoly and Oligopoly Law, the Technical Standard for Electricity Service Quality, the Environmental Protection Regulations for Electricity Activities, the Law Creating the Energy and Mining Investment Supervisory Agency (Osinergmin) and its regulations, and the Regulations for Unregulated Electricity Users and Decree Law No. 1221 which improves the regulation of the distribution of electricity to promote access to electricity in Peru, all comprise the main legislation in the regulatory framework for doing business in the power industry in Peru.

Law No. 28,832, whose purpose is to ensure enough efficient power generation to reduce the risk of price volatility and rationing, promotes the establishment of market prices based on competition, planning and ensuring a mechanism that guarantees expansion of the transmission grid, and also allows Large Unregulated Users and Distributors to participate in the short-term market. Accordingly, the law promotes tender processes for long-term power supply contracts at firm prices in order to encourage investment in efficient generation and contracts with distribution companies. Distribution companies must begin the tender processes at least three years ahead of time in order to keep Regulated Users’ demand covered.

Expansion in transmission must be planned through a binding Transmission Plan drawn up by the COES SINAC and approved first by the Osinergmin and then by the Energy and Mining Ministry. There are two types of systems: a) the Guaranteed Transmission System, which is paid for by the demand; and b) the Complementary Transmission System, which is financed jointly by the generation companies and by the demand.

The purpose of the COES SINAC is to coordinate operations at the lowest possible cost while ensuring a reliable system and the best use of energy resources, to plan transmission and to manage the short-term market. It is made up of generation, transmission and distribution companies and Large Unregulated Users (those with demand of 10 MW or higher) who belong to the National Interconnected Grid (Sistema Eléctrico Interconectado Nacional).

Generation companies may sell their power to: (i) Distribution companies through tender contracts or regulated bilateral contracts; (ii) Unregulated clients; and (iii) the spot market, where surplus energy is traded among generation companies. Generation companies are also paid for the firm capacity they contribute to the system regardless of their dispatch.

 

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Peru’s spot price, given the definition of its ideal marginal cost, does not necessarily reflect the costs in the system, as it does not consider the current shortages in the natural gas and electricity transport system. Furthermore, it sets a ceiling price for the market. This was established in an emergency regulation in 2008 (Emergency Decree 049 of 2008) that will remain in effect at least until the end of 2016.

Legislative Decree No. 1221, published on September 24, 2015, amends certain aspects of the current framework, among others:

 

    In tariff distribution, VAD (Value Added Distribution) and the Internal Rate of Return (IRR) calculation will be made individually for each distribution company with more than 50,000 customers.

 

    The Energy and Mining Ministry will define a Technical Responsibility Zone (ZRT) for each distributor, taking into consideration the environment of the regions where they operate (near to concession zones). The works conducted at the ZRT shall be approved by the Distributor, and it will have priority to conduct them or might be subsequently transferred to them. A VAD will be recognized for investment and audited actual costs (with an upper threshold).

 

    Add to the VAD a charge for Technological Innovation and/or Energy Efficiency in Distribution.

 

    Add an adjustment factor to the VAD that encourages service quality in distribution.

 

    Establishes an obligation to the Distributors to assure their regulated demand for 24 months.

 

    Establishes an obligation to the Distributor for electric works for urban housing or return the contribution once housing has reached 40%.

 

    Regarding the concessions, it limits to 30 years those granted through bidding processes, it establish a requirement for a favorable report of basin management for hydroelectric generation, and the granting and expiration of concessions shall be ruled through Ministry Resolution.

 

    Establish conditions for distributed generation of non-conventional renewable energy and co-generation that allows them to inject the surpluses to the distribution system without affecting the operational assurance.

It is expected that regulations of this Legislative Decree will be effected during the first months of 2016, for further implementation.

Non-conventional renewable energy

 

    In Brazil, the ANEEL holds auctions by technology considering the expansion plan set by the EPE, the planning agency, so that the target amount set for non-conventional renewable energy capacity is met.

 

   

In Colombia, Law No. 697 was issued in 2001 by the Program for the Rational and Efficient Use of Energy and Other Forms of Non-Conventional Energy (Programa de Uso Racional y Eficiente de la Energía y demás formas de Energías No Convencionales—PROURE). Subsequently, indicative targets were defined for NCRE of 3.5% for 2015 and 6.5% for 2020. Law No. 1715 was enacted in 2014, which created a legal framework for the development of non-conventional renewable energy, in which guidelines for declarations of public interest, as well as tax, tariff and accounting incentives were established. As part of the implementation, the Ministry of Mines and Energy enacted Decree 2469 in 2014, establishing the guidelines for energy policy on supply of self-generation surpluses. Likewise, the Energy and Gas Regulatory Commission (CREG) issued Resolution 24/2015 regulating high-scale self-generation activity, and the Mining Energy Planning Unit (UPME) published resolution 281/2015, establishing the limit for low-scale (equal to 1MW) self-generation. Additionally, the CREG issued Resolution 11/2015 encouraging demand response mechanisms. In 2015 the CREG issued Resolution 138 that amends the remuneration scheme for confidence charged for minor plants. This new regulation establishes that such plants will belong to the centralized scheme of the charge and will declare ENFICC in order to obtain OEF assignments. If the difference between actual and programmed

 

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generation in those plants is lower than +/- 5%, they could keep the current remuneration scheme. The Ministry of Mines and Energy issued in 2015 Decree 1623 that establish guidelines on zone expansion policies and Decree 2143 in 2015 that provides guidelines for the implementation of fiscal and tax incentives established in Law No. 1715.

 

    In Peru, a target of 5% has been set as the NCRE’s share in the country’s energy system. It is a nonbinding target and the regulatory agency, the Osinergmin, holds differential auctions by technology to help reach the goal.

 

    In Argentina, on September 23, 2015, the House of Representatives approved the new law for Renewable Energy in Argentina, replacing the current Law No. 26,190. The new regulation postpones to December 31, 2017 the goal to reach an 8% share in the national demand of energy with renewable sources for generation and establishes as a second goal to reach a 20% share in 2025 establishing mid-objectives of 12%, 16% and 18% for the end of years 2019, 2021 and 2023. The enacted Law creates a Fiduciary Fund (“FODER”) to finance works, grants tax benefits to renewable energy projects and establishes exemptions for specific taxes, national, provincial and municipality royalties until December 31, 2025. The customers categorized as Large Users (> 300 kW) shall comply on an individual basis with the renewable share goals, establishing that the price of the contracts shall not exceed 113 US$/MWh, and setting sanctions to those not fulfilling the goals.

Limits on integration and concentration

In general, all of the countries have legislation in effect that defends free competition and, together with specific regulations that apply to the electricity market, defines criteria to avoid certain levels of economic concentration and/or abusive market practices.

In principle, the regulators allow the participation of companies in different activities (e.g. generation, distribution, and commercialization) as long as there is an adequate separation of each activity, for both accounting and company purposes. Nevertheless, most of the restrictions imposed involve the transmission sector mainly due to its nature and to the need to guarantee adequate access to all agents. In Argentina and Colombia there are specific restrictions if generation or distribution companies want to become majority shareholders in transmission companies.

Regarding concentration in a specific sector, in Argentina, there are no specific limits that affect the vertical or horizontal integration of a company. In Peru, integrations are subject to authorization. In Colombia, no company may have a direct or indirect market share of over 25% in electricity sale activities, although two criteria have been established for generating activity. One of these relates to participation limits depending on market concentration (HHI) and the size of the players according to their Firm Energy, and the other relates to pivotality conditions in the market depending on the availability of resources to meet system demand. In addition, Colombian companies created after the Public Service Law was enacted in 1994 can only engage in activities that complement generation/sales and distribution/sales. Finally, in Brazil, with the changes taking place in the power industry under Law No. 10,848/2004 and Decree 5,163/2004, the ANEEL gradually perfected regulations, eliminating concentration limits as no longer compatible with the prevailing regulatory environment. However, regulatory approval is required for consolidations or mergers to take place between players operating within the same business segment.

Market for unregulated customers

In all of the countries where the Combined Group operates, distributing companies can supply their customers under regulated or freely agreed conditions. The supply limitations imposed on the unregulated market are as follows:

 

Country

  

kW threshold

Argentina    > 30 kW
Brazil    > 3,000 kW or > 500 kW (1)
Colombia    > 100 kW or 55 MWh-month
Peru    > 200 kW (2)

 

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(1) The >500 kW limit applies if energy is purchased from renewable sources, for which the government provides incentives through a discount on tolls.
(2) In April 2009, it was established that clients between 200 kW and 2,500 kW could choose between the regulated and unregulated markets. Those using over 2,500 kW are required to be unregulated customers.

 

5. CASH AND CASH EQUIVALENTS

 

  a) The detail of cash and cash equivalents as of December 31, 2015 and 2014:

 

     Balance as of  

Cash and cash equivalents

       12-31-2015    
ThCh$
         12-31-2014    
ThCh$
 

Cash balances

     15,847         23,111   

Bank balances

     50,477,462         118,036,459   

Time deposits

     32,532,291         165,339,077   

Other fixed-income instruments

     29,287,530         15,043,583   

Total

     112,313,130         298,442,230   
  

 

 

    

 

 

 

Time deposits included in cash and cash equivalents represent interest-bearing time deposits with original maturity of less than or equal to 90 days. Other fixed-income investments are mainly comprised of repurchase agreements with original maturities of less than or equal to 90 days. There is no significant available cash held by the Combined Group that is restricted.

 

  b) The detail of cash and cash equivalents by currency is as follows:

 

     Balance as of  

Currency

       12-31-2015    
ThCh$
         12-31-2014    
ThCh$
 

Chilean peso

     13,216,917         12,398,834   

Argentine peso

     11,915,499         12,479,893   

Colombian peso

     66,829,796         224,221,908   

Peruvian sol

     16,162,750         27,175,201   

U.S. dollar

     4,188,168         22,166,394   

Total

     112,313,130         298,442,230   
  

 

 

    

 

 

 

 

6. OTHER FINANCIAL ASSETS

The detail of other financial assets as of December 31, 2015 and 2014 is as follows:

 

Other Financial Assets

   Balance as of  
       12-31-2015              12-31-2014            12-31-2015            12-31-2014      
   ThCh$      ThCh$      ThCh$      ThCh$  
   Current      Non-current  

Available-for-sale financial investments - non-quoted equity securities or with limited liquidity

     —           —           612,676         1,200,787   

Financial assets held to maturity (**)

     2,728,706         19,747,428         —           —     

Hedging derivatives (*)

     264,010         712,883         13,305         16,166   

Non-hedging derivatives (*)

     2,649,187         2,924,888         —           —     

Total

     5,641,903         23,385,199         625,981         1,216,953   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(*) See Note 18.2.

 

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(**) The amounts included in “financial assets held to maturity” and “financial assets at fair value through profit or loss” correspond mainly to time deposits and other highly liquid investments that are readily convertible to cash and subject to a low risk of changes in value, but that do not meet the definition of cash equivalent as defined in Note 3.f.2 (e.g. with maturity over 90 days from time of investment).

 

7. TRADE AND OTHER RECEIVABLES

 

  a) The detail of trade and other receivables as of December 31, 2015 and 2014 is as follows:

 

Trade and Other Receivables, Gross

   Balance as of  
   12-31-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, gross

     206,220,809         230,824,700         118,610,475         141,216,512   

Trade receivables, gross

     187,570,252         227,118,907         114,159,619         136,744,799   

Other receivables, gross (*)

     18,650,557         3,705,793         4,450,856         4,471,713   

 

Trade and Other Receivables, Net

   Balance as of  
   12-31-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, net

     199,139,964         230,824,700         116,156,318         141,216,512   

Trade and other receivables, net

     181,830,266         227,118,907         113,015,897         136,744,799   

Other receivables, net (*)

     17,309,698         3,705,793         3,140,421         4,471,713   

 

(*) Includes mainly as of December 31, 2015 accounts receivable from personnel for ThCh$ 2,940,901 (ThCh$ 3,077,508 as of December 31, 2014), accounts receivable from FONINVEMEM (Fondo para Inversiones Necesarias que Permitan Incrementar la Oferta de Energía Eléctrica en el Mercado Eléctrico Mayorista), Argentina for ThCh$ 2,222,123 (ThCh$ 2,370,563 as of December 31, 2014) and compensation for claim for ThCh$ 9,601,595 (ThCh$ 0 as of December 31, 2014).

There are no significant trade and other receivables balances held by the Combined Group that are not available for its use.

The balances in this account do not generally accrue interest.

The Combined Group does not have customers for which it has sales representing 10% or more of its total combined revenues in the years ended December 31, 2015, 2014 and 2013.

Refer to Note 8.1 for detailed information on amounts, terms and conditions associated with accounts receivable from related parties.

 

  b) As of December 31, 2015 and 2014 the balance of unimpaired past due trade receivables is as follows:

 

Trade Receivables Past Due But Not Impaired

   Balance as of  
   12-31-2015      12-31-2014  
   ThCh$      ThCh$  

Less than three months

     16,829,599         5,708,854   

Between three and six months

     10,926,081         185,872   

Between six and twelve months

     4,342,453         1,499,267   

Total

     32,098,133         7,393,993   
  

 

 

    

 

 

 

 

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  c) The reconciliation of changes in the allowance for impairment of trade receivables is as follows:

 

Trade Receivables Past Due and Impaired

   Current and
Non-current
ThCh$
 

Balance as of January 1, 2013

     1,971,558   

Increases (decreases) for the year (*)

     (76,227

Amounts written off

     (29,396

Foreign currency translation differences

     (43,032

Balance as of January 1, 2014

     1,822,903   

Increases (decreases) for the year

     869,239   

Amounts written off

     (163,973

Foreign currency translation differences

     (74,012

Balance as of December 31, 2014

     2,454,157   

Increases (decreases) for the year (*)

     4,781,326   

Amounts written off

     (3,566

Foreign currency translation differences

     (151,072

Balance as of December 31, 2015

     7,080,845   

 

(*) See Note 26

Write-offs of a bad debt

Past-due debt is written off once all collection measures and legal proceedings have been exhausted and the debtors’ insolvency has been demonstrated. In our power generation business, this process normally takes at least one year of procedures for the few cases that arise in each country.

 

  d) Additional information:

 

    Additional statistical information required under Official Bulletin 715 of the Superintendencia de Valores y Seguros (Chilean Superintendency of Securities and Insurance) of February 3, 2012, XBRL Taxonomy: see Appendix 5.

 

    Complementary information on trade receivables: see Appendix 5.1.

 

8. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

Related party transactions are performed at current market conditions.

Transactions between entities with Combined Group have been eliminated on combination and are not itemized in this note.

As of the date of these financial statements, no guarantees have been granted or received nor has any allowance for bad or doubtful accounts been recognized with respect to receivable balances for related party transactions.

The controlling shareholder of the Combined Group is the chilean corporation Enersis Américas S.A. (see Notes 1 and 35).

 

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8.1    Balances and transactions with related parties

The balances of accounts receivable and payables between the Combined Group and its non-combined related parties are as follows:

 

  a) Receivables from related parties:

 

                              Current balance as of  

Taxpayer ID No.
(RUT)

 

Company

 

Description of
Transaction

  Term of
transaction
   

Relationship

 

Currency

 

Country

  12-31-2015
ThCh$
    12-31-2014
ThCh$
 

Foreign

  Comercializadora de Energía del Mercosur S.A.   Energy sales     Less than 90 days      Associate   Ar$   Argentina     48,059        —     

Foreign

  Comercializadora de Energía del Mercosur S.A.   Other services     Less than 90 days      Associate   Ar$   Argentina     388,562        —     

Foreign

  Companhía Interconexao Energética S.A.   Toll     Less than 90 days      Common control   Ar$   Brazil     6,332,377        7,467,263   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Energy sales     Less than 90 days      Common control   CP   Colombia     5,961,596        7,529,800   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Other services     Less than 90 days      Common control   CP   Colombia     41,279        27,827   

Foreign

  Empresa de Energía de Piura S.A.   Other services     Less than 90 days      Common control   Sol   Peru     667,296        345,893   

Foreign

  Endesa España, S.A.   Other services     Less than 90 days      Common control   Ch$   Spain     13,077        —     

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Energy sales     Less than 90 days      Common control   Sol   Peru     7,365,419        5,507,890   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Other services     Less than 90 days      Common control   Sol   Peru     483,357        653,237   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Toll     Less than 90 days      Common control   Sol   Peru     1,727,918        926,965   

Foreign

  Empresa Distribuidora Sur S.A.   Current account     Less than 90 days      Common control   Ar$   Argentina     4,319        3,415   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Energy sales     Less than 90 days      Common control   CP   Colombia     312,398        260,417   

94.271.000-3

  Enersis Américas S.A.   Other services     Less than 90 days      Parent   CP   Chile     5,405        —     

Foreign

  Generalima S.A.   Other services     Less than 90 days      Common control   Ch$   Peru     233,131        3,176,838   

Foreign

  Distrilec Inversora S.A.   Dividends     Less than 90 days      Associate   US$   Argentina     4,711        6,158   

Foreign

  Endesa Generación S.A.   Other services     Less than 90 days      Common control   Ch$   Spain     36,067        36,067   

Foreign

  Central Dock Sud S.A.   Other services     Less than 90 days      Common control   Ch$   Argentina     2,701        —     

Foreign

  Endesa Energía S.A.   Other services     Less than 90 days      Common control   Ch$   Spain     493        —     

Foreign

  Enel Brasil S.A.   Dividends     Less than 90 days      Associate   Ch$   Brazil     12,352,007        —     

Foreign

  Compania Energetica Veracruz S.A.C.   Other services     Less than 90 days      Common control   Ch$   Peru     586,709        —     

Foreign

  Endesa Cemsa S.A.   Other services     Less than 90 days      Parent   Ar$   Argentina     —          180,967   

Foreign

  Enel Italia Servizi SRL   Other services     Less than 90 days      Parent   Ch$   Italy     8,144        —     

Foreign

  Enel S.p.A   Other services     Less than 90 days      Parent   Ch$   Italy     86,545        —     

Foreign

  Enel Green Power Colombia   Other services     Less than 90 days      Common control   CP   Colombia     978,186        —     

Foreign

  Enel Trade S.p.A   Other services     Less than 90 days      Common control   Ch$   Italy     —          3,256   
  Total               37,639,756        26,125,993   
             

 

 

   

 

 

 

As of December 31, 2015 and 2014 the Combined Group did not have non-current receivables from related parties.

 

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  b) Accounts payable to related parties:

 

                              Current balance as of  

Taxpayer ID No.
(RUT)

 

Company

 

Description of
Transaction

  Term of
transaction
   

Relationship

 

Currency

 

Country

  12-31-2015
ThCh$
    12-31-2014
ThCh$
 

Foreign

  Comercializadora de Energía del Mercosur S.A.   Other services     Less than 90 days      Associate   Ar$   Argentina     1,080,723        —     

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Energy purchases     Less than 90 days      Common control   CP   Colombia     2,042,192        2,088,174   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Other services     Less than 90 days      Common control   CP   Colombia     20,849        59,568   

Foreign

  Compañía de Transmisión del Mercosur S.A.   Toll     Less than 90 days      Common control   Ar$   Argentina     6,332,377        7,467,263   

Foreign

  Empresa de Energía de Piura S.A.   Other services     Less than 90 days      Common control   Sol   Peru     116,583        —     

Foreign

  Empresa de Energía de Piura S.A.   Toll     Less than 90 days      Common control   Sol   Peru     180,583        207,716   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Other services     Less than 90 days      Common control   Sol   Peru     1,872,451        478,950   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Toll     Less than 90 days      Common control   Sol   Peru     —          35,678   

Foreign

  Empresa Distribuidora Sur S.A.   Current account     Less than 90 days      Common control   Ar$   Argentina     92,557        176,620   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Energy purchases     Less than 90 days      Common control   CP   Colombia     139,578        127,568   

94.271.000-3

  Enersis Américas S.A.   Other services     Less than 90 days      Parent   Ch$   Chile     15,474        —     

94.271.000-3

  Enersis Américas S.A.   Dividends     Less than 90 days      Parent   Ch$   Chile     33,429,695        100,176,789   

94.271.000-3

  Enersis Américas S.A.   Other services     Less than 90 days      Parent   CP   Chile     29,618        54,845   

96.770.940-9

  Compañía Eléctrica Tarapacá S.A.   Other services     Less than 90 days      Common control   Ch$   Chile     3,728        2,929   

Foreign

  Endesa Cemsa S.A.   Other services     Less than 90 days      Associate   Ar$   Chile     —          1,815,583   

Foreign

  Enel Iberoamérica SRL   Other services     Less than 90 days      Parent   CP   Spain     47,378        7,961   

Foreign

  Enel Iberoamérica SRL   Other services     Less than 90 days      Parent   Ar$   Spain     156,297        20,444   

Foreign

  Enel Iberoamérica SRL   Other services     Less than 90 days      Parent   Eur   Spain     101,004        209,132   

Foreign

  Enel Produzione S.p.A.   Other services     Less than 90 days      Common control   CP   Italy     184,373        —     

Foreign

  Enel Ingegneria & Ricerca   Other services     Less than 90 days      Common control   Ch$   Italy     —          131,556   

Foreign

  Enel Ingegneria e Innovazione   Other services     Less than 90 days      Common control   Ch$   Chile     1,036,323        —     

Foreign

  Endesa España S.A.   Other services     Less than 90 days      Common control   Ch$   Spain     23,918        —     

Foreign

  Enel Latinoamercia   Other services     Less than 90 days      Parent   CP   Spain     40,920        —     

Foreign

  Enel S.p.A   Other services     Less than 90 days      Parent   Eur   Chile     9,039        —     

Foreign

  Enel S.p.A   Other services     Less than 90 days      Parent   Eur   Chile     1,172,589        —     
  Total               48,128,249        113,060,776   
             

 

 

   

 

 

 

As of December 31, 2015 and 2014 the Combined Group did not have non-current payables to related parties.

 

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  c) Significant transactions and effects on income/expenses:

Transactions with related parties that are not consolidated and their effects on profit or loss are as follows:

 

                    For the years ended  

Taxpayer ID No.

(RUT)

 

Company

 

Relationship

 

Description of
Transaction

 

Country

  12-31-2015     12-31-2014     12-31-2013  
          ThCh$     ThCh$     ThCh$  
94.271.000-3   Enersis Américas   Parent   Services received   Chile     (378,867     (349,920     (294,789
Foreign   Empresa Distribuidora Sur S.A.   Common control   Services received   Argentina     (1,281,486     (118,566     (35,012
Foreign   Empresa Distribuidora Sur S.A.   Common control   Energy sale   Argentina     15,903        17,099        —     
Foreign   Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Energy sale   Colombia     69,490,689        106,451,872        155,432,080   
Foreign   Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Energy purchase   Colombia     (838,185     (1,015,099     (25,482
Foreign   Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Services provided   Colombia     97,342        112,364        102,046   
Foreign   Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Services received   Colombia     (142,605     (147,705     (156,355
Foreign   Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Loans   Colombia     (12,947     —          —     
Foreign   Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Electricity tolls   Colombia     (24,597,268     (26,321,732     (24,036,652
Foreign   Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Common control   Energy sale   Peru     71,454,196        63,798,914        82,950,522   
Foreign   Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Common control   Electricity tolls   Peru     16,442,636        (141,495     (122,031
Foreign   Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Common control   Services provided   Peru     (523,969     11,966,790        141,190   
Foreign   Empresa de Energía de Piura S.A.   Common control   Energy sale   Peru     320,120        67,108        856,559   
Foreign   Empresa de Energía de Piura S.A.   Common control   Energy purchase   Peru     (2,337,992     (2,879,068     (141,984
Foreign   Empresa de Energía de Piura S.A.   Common control   Services provided   Peru     608,437        255,582        137,866   
Foreign   Empresa de Energía de Piura S.A.   Common control   Services received   Peru     (192     —          (726,425
Foreign   Generalima S.A.   Common control   Services provided   Peru     151,907        3,126,444        1,826,218   
Foreign   Empresa de Energía de Cundinamarca S.A.   Common control   Electricity tolls   Colombia     (1,076,426     (1,055,225     (883,691
Foreign   Empresa de Energía de Cundinamarca S.A.   Common control   Energy sale   Colombia     4,239,620        3,230,442        9,145,949   
Foreign   Compañía de Transmisión del Mercosur S.A.   Common control   Electricity tolls   Argentina     (811,173     (805,099     (1,036,437
Foreign   Companhía Interconexao Energética S.A.   Common control   Electricity tolls   Brazil     811,173        805,099        1,036,437   
Foreign   Enel Iberoamérica SRL   Common control   Services received   Spain     (178,686     (134,627     —     
Foreign   Central Dock Sud S.A.   Common control   Services provided   Argentina     3,383        2,442        3,091   
96.770.940-9   Compañía Eléctrica Tarapacá S.A.   Common control   Services received   Chile     —          (10,930     (1,870
Foreign   Enel Trade S.p.A   Common control   Services provided   Italy     —          3,222        —     
Foreign   Endesa Cemsa S.A.   Associate   Services received   Argentina     (513,303     (525,601     (586,483
Foreign   Enel Energy Europe S.L.   Common control   Services received   Spain     —          —          (113,054
91.081.000-6   Empresa nacional de Energía   Common control   Loans   Argentina     —          —          (293,256
New Co   Endesa Américas S.A.   Parent   Services received   Chile     —          —          (8,687
Foreign   Empresa Distribuidora Sur S.A.   Common control   Services provided   Argentina     —          —          20,319   
Foreign   Enel Ingegneria e Innovazione   Common control   Services received   Chile     (855,604     (168,527     (243,953
Foreign   Empresa de Energía de Piura S.A.   Common control   Loans   Peru     (27,502     —          —     
Foreign   Endesa Energía S.A.   Common control   Services received   Spain     (6,358     —          —     
Foreign   Endesa España S.A.   Common control   Services received   Spain     (74,767     —          —     
Foreign   Compania Energetica Veracruz S.A.C.   Common control   Services provided   Peru     1,058,037        —          —     
Foreign   Enel Produzione S.p.A.   Common control   Services received   Italy     (196,492     —          —     
Foreign   Enel Latinoamercia   Parent   Services received   Spain     (89,075     —          —     
Foreign   Enel S.p.A   Parent   Services provided   Italy     (1,166,150     —          —     
Foreign   Inversiones Distrilima   Common control   Loans   Peru     (1,747     —          —     
  Total           129,582,649        156,163,784        222,946,116   
         

 

 

   

 

 

   

 

 

 

 

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Transfers of short-term funds between related parties are treated as current accounts changes, with variable interest rates based on market conditions used for the monthly balance. The resulting amounts receivable or payable are usually at 30 day terms, with automatic rollover for the same periods and amortization in line with cash flows.

8.2    Key management personnel

At Extraordinary Shareholders’ Meeting held on December 18, 2015, the by-laws of Endesa Américas were approved, which, as of its effectiveness, shall be subject, in an anticipated and voluntarily manner, to the rules set forth in Article 50 Bis of the Chilean Companies Law related to the election of independent directors and the creation of the Directors’ Committee. Pursuant to the above, an interim Board of Directors Endesa Américas was appointed in accordance with Article 50 bis and its remuneration was determined, appointing Mrs. María Loreto Silva R., Mr. Eduardo Novoa C. and Mr. Hernan Cheyre V. as independent directors, and Messrs. Enrico Viale, Ignacio Mateo Montoya, Francesco Buresti, Vittorio Vagliasindi, Mauro Di Carlo and Mrs. Francesca Gostinelli as non-independent directors. The key management personnel shall be appointed by the Board of Directors. (See Note 35.3)

 

9. INVENTORIES

As of December 31, 2015 and 2014, this caption is composed of the following:

 

Classes of Inventories

   Balance as of  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Supplies for Production

     9,664,440         14,197,499   

Oil

     7,206,261         9,852,369   

Coal

     2,458,179         4,345,130   

Supplies for projects and spare parts

     16,262,452         14,702,438   
  

 

 

    

 

 

 

Total

     25,926,892         28,899,937   
  

 

 

    

 

 

 

For the year ended December 31, 2015, the amount for raw materials and consumables recognized as fuel consumption was ThCh$ 140,545,782 (ThCh$ 100,755,311 and ThCh$ 96,236,839 for the years ended December 31, 2014 and 2013, respectively). See Note 24.

As of December 31, 2015 and 2014, there are no inventories pledged as collateral to hedge any liability.

As of December 31, 2015 and 2014, no inventories have been written down due to obsolescence.

 

10. CURRENT TAX RECEIVABLES AND PAYABLES

The detail of current tax receivables as of December 31, 2015 and 2014 is as follows:

 

Tax Receivables

   Balance as of  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Monthly provisional tax payments

     —           47,214   

Tax credit for absorbed profits

     45,630         1,117,399   

Other

     5,336         1,424,201   
  

 

 

    

 

 

 

Total

     50,966         2,588,814   
  

 

 

    

 

 

 

 

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The detail of current tax payables as of December 31, 2015 and 2014 is as follows:

 

Tax Payables

   Balance as of  
   12-31-2015      12-31-2014  
   ThCh$      ThCh$  

Income tax

     65,307,934         62,911,253   

Other

     2,177         824   
  

 

 

    

 

 

 

Total

     65,310,111         62,912,077   
  

 

 

    

 

 

 

 

11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

11.1 Investments accounted for using the equity method

 

  a) The following tables present the changes in investments accounted for with the equity method as of December 31, 2015 and 2014:

 

Changes in
Investments in
Combined Associates

              Ownership
interest

%
    Balance as
of
1-1-2015
    Additions     Share of
Profit
(Loss)
    Dividends
Declared
    Foreign
Currency
Translation
    Other
Comprehensive
Income
    Balance as
of
12-31-2015
    Negative
Equity
Provision
    Balance as
of

12-31-2015
 
  Relationship   Country   Currency     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Enel Brasil S.A.

  Associate   Brazil   Brazilian real     38.6367        538,876,929        —         36,473,505        (16,467,640     (112,807,058     (1,893,131     444,182,605        —          444,182,605   

Endesa Cemsa S.A.

  Associate   Argentina   Ar$     45.0000        1,979,132        —         (820,910     —          (281,871     —         876,351        —          876,351   

Distrilec Inversora S.A. (**)

  Associate   Argentina   Ar$     0.8875        —          —         497,609        —          (36,876     (4,306     456,427        (315,634     140,793   

Central Térmica Manuel Belgrano S.A.

  Associate   Argentina   Ar$     24.1760        —          8,623        1,336,702        (585,303     (171,619     —          588,403        —          588,403   

Central Térmica San Martin S.A.

  Associate   Argentina   Ar$     24.1760        —          8,623        1,192,755        (502,124     (157,897     —          541,357        —          541,357   

Central Vuelta Obligada S.A.

  Associate   Argentina   Ar$     3.4500        —          12,213        —          —          (2,758     —          9,455        —          9,455   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          TOTAL        540,856,061        29,459        38,679,661        (17,555,067     (113,458,079     (1,897,437     446,654,598        (315,634     446,338,964   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Changes in Investments
in Combined Associates

              Ownership
Interest

%
    Balance as
of
1-1-2014
    Share of
Profit
(Loss)
    Dividends
Declared
    Foreign
Currency
Translation
    Other
Comprehensive
Income
    Balance as
of
12-31-2014
    Negative
Equity
Provision
    Balance as
of
12-31-2014
 
  Relationship   Country   Currency     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Enel Brasil S.A. (*)

  Associate   Brazil   Brazilian real     38.6367        543,713,349        62,181,301        (75,642,378     10,619,850        (1,995,193     538,876,929        —         538,876,929   

Endesa Cemsa S.A.

  Associate   Argentina   Ar$     45.0000        2,400,103        (153,554     —         (267,417     —         1,979,132        —         1,979,132   

Distrilec Inversora
S.A. (**)

  Associate   Argentina   Ar$     0.8875        141,706        (429,336     —         (24,724     (3,280     (315,634     315,634        —    
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          TOTAL        546,255,158        61,598,411        (75,642,378     10,327,709        (1,998,473     540,540,427        315,634        540,856,061   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Change in legal name on December 12, 2014 from Endesa Brasil S.A. to Enel Brasil S.A.
(**) There is a significant influence since Enersis Américas S.A., parent company, owns a 51.5% interest in Distrilec Inversora S.A.

 

  b) As of December 31, 2015 and 2014, no changes in ownership interest in our combined investment associates had occurred.

11.2    Additional financial information on investments in significant combined associated companies

The following tables show financial information as of December 31, 2015 and 2014 and for years then ended from the financial statements of the significant investments in combined associates where the Combined Group has significant influence:

 

Investments with

Significant Influence

  As of and for the year ended December 31, 2015  
  Ownership
Interest

%
  Current
Assets
    Non-current
Assets
    Current
Liabilities
    Non-current
Liabilities
    Revenues     Expenses     Profit (Loss)     Other
Comprehensive
Income
    Comprehensive
Income
 
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Endesa Cemsa S.A.

  45.00     22,954,619        91,195        21,098,368        —          2,269,586        (4,093,829     (1,824,243     (626,380     (2,450,623

Enel Brasil S.A.

  38.64     796,102,019        1,994,170,371        653,756,271        725,006,818        2,016,488,835        (1,898,139,782     118,349,053        (370,529,946     (252,180,893

Distrilec Inversora S.A.

  0.89     587,602        —          648,086        51,369,880        56,070,768        —          56,070,768        (9,439,319     46,631,449   
                   

Investments with

Significant Influence

  As of and for the year ended December 31, 2014  
  Ownership
Interest

%
  Current
Assets
    Non-current
Assets
    Current
Liabilities
    Non-current
Liabilities
    Revenues     Expenses     Profit (Loss)     Other
Comprehensive
Income
    Comprehensive
Income
 
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Endesa Cemsa S.A.

  45.00     28,225,495        873,712        24,701,137        —          1,280,939        (1,622,171     (341,232     (594,259     (935,491

Enel Brasil S.A.

  38.64     754,829,591        2,402,919,071        481,334,130        959,822,163        2,269,559,959        (2,058,056,356     211,503,603        23,085,739        234,589,342   

Distrilec Inversora S.A.

  0.89     759,186        —          823,444        35,501,499        —          (48,377,741     (48,377,741     —          (48,377,741

 

F-54


Table of Contents

None of our associates have published price quotations.

Appendix 2 to these combined financial statements provides information on the main activities of our associated companies and the ownership interest the Combined Group holds in them.

 

  c) There are no significant commitments and contingencies, or restrictions on funds transfers to its owners in combined associated companies.

 

  d) Additional Information

 

  i) Ampla Energía E Serviços S.A. (Ampla) and April for Compañía Energética Do Ceará S.A. (Coelce) (subsidiaries of our associate Enel Brasil S.A.).

On September 11, 2012, the Brazilian Government issued Provisional Resolution No. 579. This provisional resolution, which became definitive on January 13, 2013, directly affects companies dealing with concessions of generation, transmission and distribution of electricity, among others Ampla and Coelce (subsidiaries of our associate Enel Brasil S.A.). In accordance with this legal provision, the Government in its capacity as grantor shall use the New Replacement Value (NRV) for the calculation of the value of investments linked to reversible assets, which will be paid to the concessionaires as a compensation for assets that have not been written up at the end of the concession period.

These new circumstances changed the approach for classification and valuation of the compensation amounts, expected at the end of the concession period, which subsidiaries report to our associate. Previously, following the historical cost of the investment approach, these amounts were recognized as accounts receivable. Currently, calculated based on NRV, these amounts are classified as available-for-sale financial assets. Considering the above, the amounts that Ampla and Coelce expect to receive at the end of the concession period were re-estimated, resulting in increase as of December 31, 2015 of asset and recognition of financial income for ThCh$ 61,136,882, which led to increase of ThCh$ 13,848,637 at the level of Endesa Américas (as of December 31, 2014 decrease of assets and recognition of financial costs for ThCh$ 68,728,638, which led to decrease of ThCh$ 13,099,670 on the level of Endesa Américas).

 

    Restrictions on funds transfers from combined associates

Enel Brazil must comply with certain financial ratios and covenants that require a minimum level of equity and restrict the transferring of assets to its owners. As of December 31, 2015, the Combined Group’ ownership interest in Enel Brasil’s restricted net assets totalled ThCh$ 100,594,399.

11.3    Commitments and contingencies

As of December 31, 2015 and 2014, there were no significant commitments and contingencies in combined associates.

 

12. INTANGIBLE ASSETS OTHER THAN GOODWILL

Intangible assets as of December 31, 2015 and 2014 are detailed as follows:

 

     Balance as of  

Intangible Assets, Net

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Easements and water rights

     21,727,018         23,857,707   

Development costs

     5,752,706         5,666,572   

Patents, registered trademarks and other rights

     1,036,217         1,514,216   

Computer software

     2,475,531         2,180,863   

Other identifiable intangible assets

     92,217         380,562   
  

 

 

    

 

 

 

Total

     31,083,689         33,599,920   
  

 

 

    

 

 

 

 

F-55


Table of Contents
     Balance as of  

Intangible Assets, Gross

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Easements and water rights

     28,830,570         30,761,192   

Development costs

     7,967,881         8,192,203   

Patents, registered trademarks and other rights

     2,540,786         2,662,312   

Computer software

     7,283,726         6,727,772   

Other identifiable intangible assets

     2,111,412         2,906,351   
  

 

 

    

 

 

 

Total

     48,734,375         51,249,830   
  

 

 

    

 

 

 
     Balance as of  

Accumulated Amortization and Impairment

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Easements and water rights

     (7,103,552      (6,903,485

Development costs

     (2,215,175      (2,525,631

Patents, registered trademarks and other rights

     (1,504,569      (1,148,096

Computer software

     (4,808,195      (4,546,909

Other identifiable intangible assets

     (2,019,195      (2,525,789
  

 

 

    

 

 

 

Total

     (17,650,686      (17,649,910
  

 

 

    

 

 

 

The reconciliation of the carrying amounts of intangible assets for the years ended December 31, 2015, 2014 and 2013 is as follows:

 

Changes in Intangible Assets

   Development
Costs
ThCh$
    Easements
and
Water Rights
ThCh$
    Patents,
Registered
Trademarks,
and Other
Rights
ThCh$
    Computer
Software
ThCh$
    Other
Identifiable
Intangible
Assets, Net
ThCh$
    Intangible
Assets, Net
ThCh$
 

Opening Balance as of January 1, 2015

     5,666,572        23,857,707        1,514,216        2,180,863        380,562        33,599,920   

Changes in identifiable intangible assets

            

Increases other than those from business combinations

     4,181,283        —          213,815        923,640        —          5,318,738   

Increase (decrease) from net foreign exchange differences, net

     (747,993     (1,533,670     (166,947     (80,402     (12,924     (2,541,936

Amortization (*)

     —          (872,437     (530,306     (515,561     —          (1,918,304

Increases (decreases) from transfers and other changes

     (2,398,107     275,418        5,439        8,033        (275,421     (2,384,638

Increases (decreases) from transfers

     —          275,418        5,439        (5,436     (275,421     —     

Increases (decreases) from other changes

     (2,398,107     —          —          13,469        —          (2,384,638

Disposals and withdrawals from services

     (949,049     —          —          (41,042     —          (990,091

Withdrawals from services

     (949,049     —          —          (41,042     —          (990,091
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in identifiable intangible assets

     86,134        (2,130,689     (477,999     294,668        (288,345     (2,516,231
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing Balance as of December 31, 2015

     5,752,706        21,727,018        1,036,217        2,475,531        92,217        31,083,689   

 

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Table of Contents
     Development
Costs
    Easements and
Water Rights
    Patents,
Registered
Trademarks,
and Other
Rights
    Computer
Software
    Other
Identifiable
Intangible
Assets, Net
    Intangible
Assets, Net
 

Changes in Intangible Assets

   ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance as of January 1, 2014

     7,365,668        21,315,038        1,824,735        816,264        3,224,267        34,545,972   

Changes in identifiable intangible assets

            

Increases other than those from business combinations

     1,990,879        1,797,729        280,380        1,381,534        —          5,450,522   

Increase (decrease) from net foreign exchange differences, net

     (331,951     (434,490     (91,295     (18,092     121,365        (754,463

Amortization (*)

     (2,734,208     (1,289,449     (613,665     (413,419     —          (5,050,741

Increases (decreases) from transfers and other changes

     (510,100     2,468,879        (5,382     414,576        (2,965,070     (597,097

Increases (decreases) from transfers

     —          (1     (5,382     5,383        —          —     

Increases (decreases) from other changes

     (510,100     2,468,880        —          409,193        (2,965,070     (597,097

Disposals and withdrawals from service

     (113,716     —          119,443        —          —          5,727   

Disposals

     —          —          119,443        —          —          119,443   

Withdrawals from service

     (113,716     —          —          —          —          (113,716
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in identifiable intangible assets

     (1,699,096     2,542,669        (310,519     1,364,599        (2,843,705     (946,052
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing Balance as of December 31, 2014

     5,666,572        23,857,707        1,514,216        2,180,863        380,562        33,599,920   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-57


Table of Contents
    Development
Costs
    Easements and
Water Rights
    Patents,
Registered
Trademarks,
and Other
Rights
    Computer
Software
    Other
Identifiable
Intangible
Assets, Net
    Intangible
Assets, Net
 

Changes in Intangible Assets

  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance as of January 1, 2013

    6,254,624        21,873,249        1,482,187        850,395        3,196,649        33,657,104   

Changes in identifiable intangible assets

           

Increases other than those from business combinations

    1,365,305        —          335,933        129,760        465,262        2,296,260   

Increase (decrease) from net foreign exchange differences, net

    51,063        44,314        14,118        1,570        11,502        122,567   

Amortization (*)

    (15,449     (660,756     (425,669     (272,414     (5,369     (1,379,657

Increases (decreases) from transfers and other changes

    (377,406     58,231        418,165        106,954        (205,944     —     

Increases (decreases) from other changes

    (377,406     58,231        418,165        106,954        (205,944     —     

Disposals and withdrawals from service

    (173,662     —          —          —          (609     (174,271

Withdrawals from service

    (173,662     —          —          —          (609     (174,271

Other increases/(decreases)

    261,193        —          1        (1     (237,224     23,969   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in identifiable intangible assets

    1,111,044        (558,211     342,548        (34,131     27,618        888,868   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing Balance as of December 31, 2013

    7,365,668        21,315,038        1,824,735        816,264        3,224,267        34,545,972   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) See Note 26

According to the Combined Group management’s estimates and projections, the expected future cash flows attributable to intangible assets allow recovery of the carrying amount of these assets recognized as of December 31, 2015 and 2014 (see Note 3.d).

As of December 31, 2015 and 2014 the Combined Group does not have significant intangible assets with an indefinite useful life.

 

13. GOODWILL

The following table shows goodwill by the Cash-Generating Unit or group of Cash-Generating Units to which it belongs and changes for the years ended December 31, 2015, 2014 and 2013:

 

Company

  

Cash-Generating Unit

   Balance as of
1-1-2015
ThCh$
     Foreign
Currency
Exchange
Differences
ThCh$
    Balance as of
12-31-2015
ThCh$
 

Hidroeléctrica El Chocón S.A.

   Hidroeléctrica El Chocón S.A.      7,622,438         (1,799,525     5,822,913   

Edegel S.A.A.

   Edegel S.A.A.      88,241,040         2,351,245        90,592,285   

Emgesa S.A.E.S.P.

   Emgesa S.A.E.S.P.      4,886,064         (600,606     4,285,458   
     

 

 

    

 

 

   

 

 

 

Total

        100,749,542         (48,886     100,700,656   
     

 

 

    

 

 

   

 

 

 

 

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Table of Contents

Company

  

Cash-Generating Unit

   Balance as of
1-1-2014
ThCh$
     Foreign
Currency
Exchange
Differences
ThCh$
    Balance as of
12-31-2014
ThCh$
 

Hidroeléctrica El Chocón S.A.

   Hidroeléctrica El Chocón S.A.      8,565,202         (942,764     7,622,438   

Edegel S.A.A.

   Edegel S.A.A.      81,661,135         6,579,905        88,241,040   

Emgesa S.A.E.S.P.

   Emgesa S.A.E.S.P.      5,213,756         (327,692     4,886,064   
     

 

 

    

 

 

   

 

 

 

Total

        95,440,093         5,309,449        100,749,542   
     

 

 

    

 

 

   

 

 

 
          Balance as of
1-1-2013
     Foreign
Currency
Exchange
Differences
    Balance as of
12-31-2013
 

Company

  

Cash-Generating Unit

   ThCh$      ThCh$     ThCh$  

Hidroeléctrica El Chocón S.A

   Hidroeléctrica El Chocón S.A.      10,345,927         (1,780,725     8,565,202   

Edegel S.A.A.

   Edegel S.A.A.      81,550,712         110,423        81,661,135   

Emgesa S.A.E.S.P.

   Emgesa S.A.E.S.P.      5,194,342         19,414        5,213,756   
     

 

 

    

 

 

   

 

 

 

Total

        97,090,981         (1,650,888     95,440,093   
     

 

 

    

 

 

   

 

 

 

The origin of goodwill is detailed below:

 

  1. Hidroeléctrica El Chocón S.A.

On August 31, 1993, the Combined Group acquired 59% of Hidroeléctrica El Chocón in an international public bidding process held by the Argentine government.

 

  2. Edegel S.A.A.

On October 9, 2009, in a transaction on the Lima Stock Exchange in Peru, the Combined Group acquired an additional 29.3974% interest in Edegel S.A.A.

 

  3. Emgesa S.A.E.S.P.

On October 23, 1997, the Combined Group, together with Endesa Spain, bought 48.5% of Generadora de Electricidad Emgesa de Santa Fé de Bogotá in Colombia. The purchase was made in an international public bidding process held by the Colombian government.

According to the Combined Group management’s estimates and projections, the expected future cash flows projections attributable to the Cash-Generating Units or groups of Cash-Generating Units, to which the acquired goodwill has been allocated, allow recovery of its carrying amount as of December 31, 2015 and 2014 (see Note 3.b).

 

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14. PROPERTY, PLANT AND EQUIPMENT

 

  a) Property, plant, and equipment as of December 31, 2015 and 2014:

 

     Balance as of  
     12-31-2015     12-31-2014  

Classes of Property, Plant and Equipment, Net

   ThCh$     ThCh$  

Construction in progress

     145,461,715        736,836,581   

Land

     68,588,408        19,166,794   

Buildings

     13,929,613        16,261,602   

Plant and equipment

     2,394,674,177        1,792,187,832   

Fixtures and fittings

     7,985,122        9,932,658   

Finance leases

     32,951,779        34,929,490   
  

 

 

   

 

 

 

Total

     2,663,590,814        2,609,314,957   
  

 

 

   

 

 

 
     Balance as of  
     12-31-2015     12-31-2014  

Classes of Property, Plant and Equipment, Gross

   ThCh$     ThCh$  

Construction in progress

     145,461,715        736,836,581   

Land

     68,588,408        19,166,794   

Buildings

     24,996,058        28,782,635   

Plant and equipment

     3,752,449,798        3,170,873,041   

Fixtures and fittings

     34,148,661        37,210,304   

Finance leases

     51,806,602        50,315,614   
  

 

 

   

 

 

 

Total

     4,077,451,242        4,043,184,969   
  

 

 

   

 

 

 
     Balance as of  

Classes of Accumulated Depreciation and Impairment

of Property, Plant and Equipment

   12-31-2015     12-31-2014  
   ThCh$     ThCh$  

Buildings

     (11,066,445     (12,521,033

Plant and equipment

     (1,357,775,621     (1,378,685,209

Fixtures and fittings

     (26,163,539     (27,277,646

Finance leases

     (18,854,823     (15,386,124
  

 

 

   

 

 

 

Total

     (1,413,860,428     (1,433,870,012
  

 

 

   

 

 

 

 

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  b) The detail of, and changes in, property, plant, and equipment for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Changes in year ended

December 31, 2015

  Construction in
Progress
    Land     Buildings, Net     Plant and
Equipment, Net
    Fixtures and
Fittings, Net
    Other Property,
Plant and
Equipment under
Finance Leases, Net
    Property,
Plant and
Equipment,
Net
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening Balance as of January 1, 2015

    736,836,581        19,166,794        16,261,602        1,792,187,832        9,932,658        34,929,490        2,609,314,957   
  

Increases other than those from business combinations

    359,910,574        50,874,933        126,085        139,715        248,880        168,589        411,468,776   
  

Increase (decrease) from net foreign exchange differences

    (62,100,509     (5,068,132     (1,683,269     (185,040,643     (730,796     901,095        (253,722,254
  

Depreciation (*)

    —          —          (1,115,698     (100,293,994     (2,041,324     (3,036,344     (106,487,360
  

Impairment losses recognized in profit or loss (*)

    —          —          —          (32,046     —          —          (32,046

Change

  

Increases (decreases) from transfers and other changes

    (893,589,146     3,614,813        341,572        888,570,681        1,062,080        —          —     
  

Increases (decreases) from transfers from construction in process

    (893,589,146     3,614,813        341,572        888,570,681        1,062,080        —          —     
  

Disposals and withdrawals from service

    (25,134     —          (679     (701,220     (24,285     (11,051     (762,369
  

Withdrawals

    —          —          —          (10,367     (6,667     (11,051     (28,085
  

Disposals

    (25,134     —          (679     (690,853     (17,618     —          (734,284
  

Other increases / (decreases)

    4,429,349        —          —          (156,148     (462,091     —          3,811,110   
  

Total changes

    (591,374,866     49,421,614        (2,331,989     602,486,345        (1,947,536     (1,977,711     54,275,857   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance as of December 31, 2015

    145,461,715        68,588,408        13,929,613        2,394,674,177        7,985,122        32,951,779        2,663,590,814   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Construction in
Progress
    Land     Buildings,
Net
    Plant and
Equipment, Net
    Fixtures and
Fittings, Net
    Other Property,
Plant and
Equipment under
Finance Leases, Net
    Property,
Plant and
Equipment,
Net
 

Changes in 2014

  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance as of January 1, 2014

    522,211,534        19,637,844        14,600,432        1,839,214,794        10,851,896        35,795,249        2,442,311,749   
  

Increases other than those from business combinations

    346,724,045        —          —          —          494,213        —          347,218,258   
  

Increase (decrease) from net foreign exchange differences

    (50,181,221     (432,098     (631,466     (31,210,466     (229,490     2,853,252        (79,831,489
  

Depreciation (*)

    —          —          (929,038     (92,532,672     (2,316,992     (3,006,892     (98,785,594

Change

  

Impairment losses recognized in profit or loss (*)

    —          —          —          (1,188,617     —          —          (1,188,617
  

Increases (decreases) from transfers and other changes

    (82,412,095     —          1,801,536        79,484,527        1,126,032        —          —     
  

Increases (decreases) from transfers from construction in process

    (82,412,095     —          1,801,536        79,484,527        1,126,032        —          —     
  

Disposals and withdrawals from service

    (1     —          —          (186,817     (4,730     —          (191,548
  

Withdrawals

    (1     —          —          (186,817     (4,730     —          (191,548
  

Other increases / (decreases)

    494,319        (38,952     1,420,138        (1,392,917     11,729        (712,119     (217,802
  

Total changes

    214,625,047        (471,050     1,661,170        (47,026,962     (919,238     (865,759     167,003,208   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance as of December 31, 2014

    736,836,581        19,166,794        16,261,602        1,792,187,832        9,932,658        34,929,490        2,609,314,957   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
    Construction in
Progress
    Land     Buildings, Net     Plant and
Equipment, Net
    Fixtures and
Fittings, Net
    Other Property,
Plant and
Equipment under
Finance Leases, Net
    Property,
Plant and
Equipment,
Net
 

Changes in 2013

  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance as of January 1, 2013

    337,261,727        19,825,608        13,806,204        1,883,889,386        11,305,763        39,497,933        2,305,586,621   
  

Increases other than those from business combinations

    251,256,207        —          22,103        697,174        550,381        361,737        252,887,602   
  

Increase (decrease) from net foreign exchange differences

    1,013,731        57,138        65,224        (12,811,471     (153,197     (1,321,091     (13,149,666
  

Depreciation (*)

    —          —          (869,750     (89,948,748     (2,112,852     (2,743,328     (95,674,678
  

Impairment losses recognized in profit or loss (*)

    —          —          —          (6,599,318     —          —          (6,599,318

Change

  

Increases (decreases) from transfers and other changes

    (67,090,644     —          1,587,110        64,018,511        1,485,023        —          —     
  

Increases (decreases) from transfers from construction in process

    (67,090,644     —          1,587,110        64,018,511        1,485,023        —          —     
  

Disposals and withdrawals from service

    (205,518     (244,902     —          (212,532     (16,072     —          (679,024
  

Withdrawals

    (205,518     (244,902     —          (212,532     (16,072     —          (679,024
  

Other increases / (decreases)

    (23,969     —          (10,459     181,792        (207,150     (2     (59,788
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  

Total changes

    184,949,807        (187,764     794,228        (44,674,592     (453,867     (3,702,684     136,725,128   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance as of December 31, 2013

    522,211,534        19,637,844        14,600,432        1,839,214,794        10,851,896        35,795,249        2,442,311,749   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) See Note 26

Additional information on property, plant and equipment, net

 

  a) Main investments

Material investments in the electricity generation business include developments in the program to create new capacity, including progress on the construction of the El Quimbo Hydroelectric Plant in Colombia with 400 MW of installed capacity and an average annual generation of 2,216 GWh. The construction involved additions of ThCh$ 287,285,701 for the year ended December 31, 2015 (ThCh$ 175,419,903 and ThCh$150,262,546 for the years ended December 31, 2014 and 2013, respectively).

 

  b) Capitalized costs

 

  b.1) Capitalized borrowing costs:

Borrowing costs capitalized during the years ended December 31, 2015, 2014 and 2013 amounted to ThCh$ 40,263,391, ThCh$ 40,012,531 and ThCh$23,519,951, respectively (see Note 28). Weighted average capitalization rate was s 8.32% as of December 31, 2015 (8.56% and 9.31% as of December 31, 2014 and 2013, respectively).

 

  b.2) Capitalized personnel expenses:l

Personnel expenses directly related to the construction capitalized during the years ended December 31, 2015, 2014 and 2013 amounted to ThCh$ 11,937,667, ThCh$ 12,704,316 and ThCh$ 8,356,167, respectively.

 

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  c) Finance leases

The present value of future lease payments derived from our finance leases is as follows:

 

     Balance as of  
     12-31-2015      12-31-2014  
   Gross
ThCh$
     Unearned
Interest
ThCh$
     Present Value
ThCh$
     Gross
ThCh$
     Unearned
Interest
ThCh$
     Present Value
ThCh$
 

Less than one year

     10,457,456         528,708         9,928,748         9,065,537         630,649         8,434,888   

From one to five years

     15,808,626         118,638         15,689,988         22,369,473         645,774         21,723,699   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     26,266,082         647,346         25,618,736         31,435,010         1,276,423         30,158,587   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Leased assets primarily relate to the combined subsidiary Edegel S.A.A. They represent lease agreements to finance the project of converting the Ventanilla thermoelectric plant to a combined cycle plant. The agreements were signed between Edegel S.A.A. and the financial institutions BBVA — Banco Continental, Banco de Crédito del Perú, Citibank del Peru, and Banco Internacional del Perú — Interbank. These agreements have an average term of 8 years and bear interest at an annual rate of Libor + 1.75% as of December 31, 2015 and 2014. The company also has an agreement with Scotiabank, which financed the construction of a new open cycle plant at the Santa Rosa Plant. This agreement has a term of 9 years and bears interest an annual rate of Libor + 1.75%.

 

  d) Operating leases

As of December 31, 2015 and 2014 the Combined Group did not have operating lease agreements.

 

  e) Other information

 

  1. As of December 31, 2015 and 2014 the Combined Group had property, plant and equipment pledged as security for liabilities in the amount of ThCh$ 13,903,028 and ThCh$ 21,952,283, respectively (see Note 31).

 

  2. The Combined Group has insurance policies for all risks, earthquake and machinery breakdown and damages for business interruption with a €1,000 million limit. Additionally, the Combined Group has Civil Liability insurance to meet claims from third parties with a €500 million limit. The premiums associated with these policies are presented proportionally for each company in the caption “Prepaid Expenses”.

 

  3. In November 2010, the Combined Group signed the contract CEQ-21 with Consortium Impregilo-Obrascon Huarte Lain (“OHL”) for construction of the principal public works of the hydroelectric project El Quimbo. As of December 31, 2015 relevant works of the contract are mostly completed, and commenced the process of analysis, review and verification of all the issues inherent in the contract, especially with regard to the final acceptance of the works, required for the initiation of the final settlement process.

Within referred review and analysis, and under the general framework of the contract, the Combined Group is also verifying compliance with a series of contractual milestones (binding on the contractor of the Consortium Impregilo — OHL), whose violation leads to the application of fines or constraints, besides the additional future issues that may arise during the final settlement of the contract.

Within this milestones analysis, paragraph 15 of the contract section “works completion” was identified. This paragraph sets a deadline for the completion as October 15, 2015. Taking into account that as of December 31, 2015 this milestone has not been reached, this led to a delay of 77 days and to a possible discount to be applied to the contractor amounted to Th$ 83,849,329 pesos Colombians (ThCh$ 18,906,813).

 

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On the other side, the contract also establishes a variation margin to the agreed amounts, so that, if the actual executed amounts are below the 85% of the estimated contract value, the Contractor will get from the administration the missing amount to reach the floor of 85% of the contract value. Reciprocally, if the actual executed amounts exceed 115% of the estimated contract value, it will be reduced by the administration and contingency by the amount exceeding this ceiling of 115% of the contract value.

Consistent with the above, the Combined Group by analyzing the activities related to the contract, identified significant variations in amounts of work (VICO) that according to the agreement would generate a discount to be applied to the contractor amounted to Th$ 8,455,079 pesos Colombians (ThCh$ 1,906,498).

Meanwhile, the Consortium Impregilo OHL presented to the Combined Group eight claims for Th$ 147,685,420 pesos Colombians (ThCh$ 33,300,929). This amount includes financial costs and estimated overruns generated by issues such as stripping, changes of materials used to fill dam and auxiliary dam, archaeological findings, achievement of skilled personnel and differences for volatility of the exchange rate. The Combined Group, based on the technical and legal analysis performed on each of the claims considers, that they would not proceed because these conditions are not specified in the scope of the contract, and not authorized by the Combined Group (as it required by the contract) to be included (agreed and settled) in the addendum 13.

Additionally, the contractor submitted notifications of the change of the orders (“NOC”) for Th$ 28,522,475 pesos Colombians (ThCh$ 6,431,406). As a result of the preliminary analysis of these notifications, the Combined Group recognized Th$ 8,425,765 pesos Colombians (ThCh$ 1,899,888) in the financial statements. The remained amounts were rejected for the reason that they correspond to costs that are not the responsibility of the Combined Group or are recognized in the Addendum 12 for the amount of Th$ 11,945,357 pesos Colombians (ThCh$ 2,693,505).

 

15. DEFERRED TAXES

a)        The origin and changes in deferred income tax assets and liabilities as of December 31, 2015 and 2014 are as follows:

 

    Deferred Income Tax Assets Relating to  

Deferred Income Tax Assets

  Accumulated
Depreciation
    Provisions     Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Other     Deferred Tax
Assets
 

Opening Balance as of January 1, 2015

    42,483,159        3,067,481        534,650        54,260        1,420,067        47,559,617   
  

Increase (decrease) in profit or loss

    (3,735,466     1,448,610        177,160        (50,718     (1,319,162     (3,479,576
  

Increase (decrease) in other comprehensive income

    —          —          (32,885     557,598        —          524,713   

Change

  

Foreign currency translation

    (3,717,007     (414,275     (69,044     (3,542     (98,171     (4,302,039
  

Other increase (decrease)

    (20,668,903     (826,278     (33,806     (557,598     36,926        (22,049,659

Closing Balance as of December 31, 2015

    14,361,783        3,275,538        576,075        —          39,660        18,253,056   
    Deferred Income Tax Assets Relating to  

Deferred Income Tax Assets

  Accumulated
Depreciation
    Provisions     Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Other     Deferred Tax
Assets
 

Opening balance as of January 1, 2014

    43,045,134        2,164,028        391,111        —          236,623        45,836,896   
  

Increase (decrease) in profit or loss

    1,939,582        1,342,330        110,333        —          4,388        3,396,633   

Change

  

Increase (decrease) in other comprehensive income

    —          —          230,837        (350,303     —          (119,466
  

Foreign currency translation

    (2,365,601     (425,101     (55,492     12,753        (69,349     (2,902,790
  

Other increase (decrease)

    (135,956     (13,776     (142,139     391,810        1,248,405        1,348,344   

Closing Balance as of December 31, 2014

    42,483,159        3,067,481        534,650        54,260        1,420,067        47,559,617   

 

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    Deferred Income Tax Liabilities Relating to  

Deferred Income Tax Liabilities

  Accumulated
Depreciation
    Provisions     Defined
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Other     Deferred Tax
Liabilities
 

Opening Balance as of January 1, 2015

    131,736,197        41,174        —          163,062        26,334,403        158,274,836   
  

Increase (decrease) in profit or loss

    17,183,147        (41,174     —          —          17,208,109        34,350,082   

Change

  

Increase (decrease) in other comprehensive income

    —          —          (64,824     184,060        —          119,236   
  

Foreign currency translation

    3,413,246        —          65,061        5,424        (10,368,839     (6,885,108
  

Other increase (decrease)

    (21,123,726     16,764        —          (102,776     (887,401     (22,097,139

Closing Balance as of December 31, 2015

    131,208,864        16,764        237        249,770        32,286,272        163,761,907   

 

     Deferred Income Tax Liabilities Relating to  

Deferred Income Tax Liabilities

   Accumulated
Depreciation
    Provisions     Revaluation
of Financial
Instruments
    Other     Deferred Tax
Liabilities
 

Opening balance as of January 1, 2014

     134,632,915        20,222        170,603        10,907,651        145,731,391   
  

Increase (decrease) in profit or loss

     (13,061,065     —          —          14,115,519        1,054,454   

Change

  

Increase (decrease) in other comprehensive income

     —          —          108,000        —          108,000   
  

Foreign currency translation

     11,216,877        (307,279     13,619        (890,509     10,032,708   
  

Other increase (decrease)

     (1,052,530     328,231        (129,160     2,201,742        1,348,283   

Closing Balance as of December 31, 2014

     131,736,197        41,174        163,062        26,334,403        158,274,836   

Recovery of deferred income tax assets will depend on whether sufficient taxable profits are generated in the future. Management of the Combined Group believes that the future profit projections for various combined entities, by tax jurisdiction, will allow these assets to be recovered.

b)        As of December 31, 2015 and 2014 the Combined Group has not recognized deferred income tax assets related to tax losses carry forward totalling ThCh$ 9,925,718 and ThCh$ 8,735,477, respectively (see Note 3.l).

The Combined Group has not recognized deferred income tax liabilities for taxable temporary differences associated with investment in combined entities and joint ventures, as it is able to control the timing of the reversal of the temporary differences and considers that it is probable that such temporary differences will not reverse in the foreseeable future. The aggregate amount of taxable temporary differences associated with investments in combined entities and joint ventures for which deferred income tax liabilities have not been recognized totalled ThCh$ 320,756,128 as of December 31, 2015 (ThCh$ 278,617,731 as of December 31, 2014).

Additionally, the Combined Group has not recognized deferred tax asset for deductible temporary differences which as of December 31, 2015, totalled ThCh$ 243,835,789 (ThCh$ 216,259,651 as of December 31, 2014), because that it is not probable that sufficient future taxable profits exist to recover such temporary differences.

The Combined Group companies are potentially subject to income tax audits by the tax authorities of each country in which the Combined Group operates. Such tax audits are limited to a number of annual tax periods and once these have expired audits of these periods can no longer be performed. Tax audits by nature are often complex and can require several years to complete. The following table presents a summary of tax periods potentially subject to examination:

 

Country

  

Period

Argentina

   2008-2014

Brazil

   2009-2014

Colombia

   2012-2014

Peru

   2009-2014

 

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Given the range of possible interpretations of tax standards, the results of any future inspections carried out by tax authorities for the years subject to audit can give rise to tax liabilities that cannot currently be quantified objectively. Nevertheless, the Combined Group’s management estimates that the liabilities, if any, that may arise from such audits, would not significantly impact the companies’ future results.

The effects of deferred taxes on the components of Other Comprehensive Income (Loss) are as follows:

 

    Year ended December 31, 2015  

Effects of Deferred Tax on the Components of Other

Comprehensive Income

  Amount
Before Tax
    Income
Tax
Expense
(Benefit)
    Amount
After Tax
 
          ThCh$                     ThCh$                     ThCh$          

Available-for-sale financial assets

    (441,549     —          (441,549

Cash flow hedge

    (14,082,770     3,877,991        (10,204,779

Amount of other comprehensive income from investments accounted for using the equity method

    (1,897,439     —          (1,897,439

Foreign currency translation

    (246,605,412     —          (246,605,412

Actuarial income on defined-benefit pension plans

    613,439        (179,032     434,407   
 

 

 

   

 

 

   

 

 

 

Income tax related to components of other income and expenses debited or credited to Equity

    (262,413,731     3,698,959        (258,714,772
 

 

 

   

 

 

   

 

 

 
    Year ended December 31, 2014  

Effects of Deferred Tax on the Components of Other

Comprehensive Income

  Amount
Before Tax
    Income
Tax
Expense
(Benefit)
    Amount
After Tax
 
          ThCh$                     ThCh$                     ThCh$          

Cash flow hedge

    (9,061,264     2,615,522        (6,445,742

Amount of other comprehensive income from investments accounted for using the equity method

    (1,998,473     —          (1,998,473

Foreign currency translation

    (20,011,384     —          (20,011,384

Actuarial income on defined-benefit pension plans

    (1,059,671     (361,308     (1,420,979
 

 

 

   

 

 

   

 

 

 

Income tax related to components of other income and expenses debited or credited to Equity

    (32,130,792     2,254,214        (29,876,578
 

 

 

   

 

 

   

 

 

 
    Year ended December 31, 2013  

Effects of Deferred Tax on the Components of Other

Comprehensive Income

  Amount
Before Tax
    Income
Tax
Expense
(Benefit)
    Amount
After Tax
 
          ThCh$                     ThCh$                     ThCh$          

Cash flow hedge

    (12,202,810     3,622,664        (8,580,146

Amount of other comprehensive income from investments accounted for using the equity method

    1,597,229        —          1,597,229   

Foreign currency translation

    (21,255,438     —          (21,255,438

Actuarial income on defined-benefit pension plans

    (1,886,866     644,029        (1,242,837
 

 

 

   

 

 

   

 

 

 

Income tax related to components of other income and expenses debited or credited to Equity

    (33,747,885     4,266,693        (29,481,192
 

 

 

   

 

 

   

 

 

 

 

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c)        In Colombia, Law 1,739 dated 2014 increased from 8% to 9% indefinitely the rate for the specific income tax for financing social programs known as CREE, levied on taxable profits earned each year for the tax year 2016 onwards. Additionally, this Law established the CREE surcharge of 5%, 6%, 8% and 9% for 2015, 2016, 2017 and 2018, respectively.

The effect of temporary differences involving the payment of less or more income tax in the current period is recognized as a deferred tax credit or debit respectively at the tax rates in effect when the differences are reversed (39% in 2015, 40% in 2016, 42% in 2017, 43% in 2018 and 34% from 2019), provided there is a reasonable expectation that such differences will reverse in the future and that the asset will generate sufficient taxable income.

This rate increase affected the recognition of deferred tax assets and liabilities of Colombian combined entities as of December 31, 2014. The net profit of ThCh$ 1,766,932 was recognized in the statement of comprehensive income.

d)        In Peru, the rate of corporate income tax is 28% on taxable income, after deducting the employees profit share of 5% of taxable income, as of December 31, 2015 (30% and 5%, respectively, as of December 31, 2014).

Law No. 30296 establishes that the applicable rate of corporate income tax on taxable income, after deducting the employees profit share will be as follows: 28% in 2015 and 2016, 27% in 2017 and 2018, and 26% from 2019 onwards.

This rate increase affected the recognition of deferred tax assets and liabilities of Peruvian combined entities as of December 31, 2014. The net profit of ThCh$ 18,906,796 was recognized in the statement of comprehensive income.

 

16. OTHER FINANCIAL LIABILITIES

The balance of other financial liabilities as of December 31, 2015 and 2014 is as follows:

 

Other Financial Liabilities

   Balance as of  
   12-31-2015      12-31-2014  
           Current        
ThCh$
             Non-current        
ThCh$
             Current        
ThCh$
             Non-current        
ThCh$
 

Interest-bearing borrowings

     219,886,145         896,623,248         144,380,202         1,046,984,911   

Hedging derivatives (*)

     714,696         300,871         14,658         582,788   

Non-hedging derivatives (**)

     417,400         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     221,018,241         896,924,119         144,394,860         1,047,567,699   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(*) See Note 18.2.a.
(**) See Note 18.2.b.

 

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Table of Contents

16.1     Interest-bearing borrowings

The detail of current and non-current interest-bearing borrowings as of December 31, 2015 and 2014 is as follows:

 

Interest-bearing borrowings

   Balance as of  
   12-31-2015      12-31-2014  
         Current      
ThCh$
           Non-current      
ThCh$
           Current      
ThCh$
           Non-current      
ThCh$
 

Bank loans

     149,737,017         117,118,807         33,899,668         158,762,494   

Unsecured liabilities

     40,739,002         726,257,954         95,676,216         830,468,792   

Finance leases

     9,928,748         15,689,988         8,434,888         21,723,699   

Other obligations

     19,481,378         37,556,499         6,369,430         36,029,926   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     219,886,145         896,623,248         144,380,202         1,046,984,911   
  

 

 

    

 

 

    

 

 

    

 

 

 

Bank loans by currency and contractual maturity as of December 31, 2015 and 2014 are as follows:

 

    Summary of bank loans by currency and contractual maturity

 

Country

  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 12-31-2015  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        2.09     2.01     No        26,650,674        2,833,429        29,484,103        3,777,906        19,247,361        299,442        —          —          23,324,709   

Argentina

    US$        13.83     13.13     No        3,899,595        —          3,899,595        —          —          —          —          —          —     

Argentina

    Ar$        43.57     37.34     No        2,440,733        4,535,253        6,975,986        1,080,762        —          —          —          —          1,080,762   

Colombia

    CP        6.04     5.92     No        32,928,994        76,448,339        109,377,333        29,066,078        —          —          —          63,647,258        92,713,336   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

            65,919,996        83,817,021        149,737,017        33,924,746        19,247,361        299,442        —          63,647,258        117,118,807   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Country

  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 12-31-2014  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        3.01     2.93     No        2,472,247        8,382,913        10,855,160        38,628,554        17,850,471        16,254,959        255,432        —          72,989,416   

Argentina

    US$        13.68     13.03     No        11,451,387        2,126,669        13,578,056        1,022,595        —          —          —          —          1,022,595   

Argentina

    Ar$        39.91     35.13     No        2,861,876        6,395,181        9,257,057        6,999,683        —          —          —          —          6,999,683   

Colombia

    CP        8.29     8.13     No        —          209,395        209,395        —          —          —          —          77,750,800        77,750,800   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

            16,785,510        17,114,158        33,899,668        46,650,832        17,850,471        16,254,959        255,432        77,750,800        158,762,494   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Fair value measurement and hierarchy

 

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Table of Contents

The fair value of current and non-current bank borrowings as of December 31, 2015 and 2014 totalled ThCh$ 262,879,875 and ThCh$ 201,007,394, respectively.

 

    Identification of Bank Loans by Company

 

Taxpayer
ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
   

Financial Institution

  Country     Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization     Balance as of 12-31-2015  
                    Current     Non-current  
                    Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total Non-
current
 

Foreign

    Chinango S.A.C.        Peru        Foreign      Banco de Credito del Perú     Peru        US$        2.17     2.06     Quarterly        244,599        601,653        846,252        802,204        18,049,594        —          —          —          18,851,798   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.25     3.07     Quarterly        458,314        1,333,451        1,791,765        1,777,935        —          —          —          —          1,777,935   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.48     3.40     Quarterly        328,118        898,325        1,226,443        1,197,767        1,197,767        299,442        —          —          2,694,976   

Foreign

    Edegel S.A.A        Peru        Foreign      Bank Nova Scotia     Peru        US$        1.08     1.06     At maturity        25,619,643        —          25,619,643        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      BBVA Colombia     Colombia        CP        8.27     8.11     At maturity        135,920        3,353,778        3,489,698        —          —          —          —          46,952,895        46,952,895   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Bogota     Colombia        CP        8.30     8.14     At maturity        48,510        1,192,454        1,240,964        —          —          —          —          16,694,363        16,694,363   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      AV VILLAS     Colombia        CP        6.06     5.93     At maturity        11,038,653        —          11,038,653        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Citibank Colombia     Colombia        CP        5.57     6.01     At maturity        5,169,932        —          5,169,932        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      BBVA Colombia     Colombia        CP        6.30     6.16     At maturity        361,969        27,472,752        27,834,721        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Bogota     Colombia        CP        6.84     6.66     At maturity        13,251,721        —          13,251,721        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco Davivienda     Colombia        CP        6.30     6.15     At maturity        2,922,289        —          2,922,289        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Perú     Colombia        CP        5.87     5.70     At maturity        —          20,318,330        20,318,330        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Perú     Colombia        CP        5.93     5.76     At maturity        —          13,509,598        13,509,598        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Perú     Colombia        CP        5.65     5.50     At maturity        —          10,462,152        10,462,152        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      The Bank Of Tokyo     Colombia        CP        7.02     6.90     At maturity        —          139,275        139,275        29,066,078        —          —          —          —          29,066,078   

Foreign

    Endesa Argentina S.A.        Argentina        Foreign      Citibank     Argentina        Ar$        34.23     32.75     At maturity        438,505        —          438,505        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Galicia     Argentina        Ar$        51.46     42.24     At maturity        —          714,607        714,607        259,978        —          —          —          —          259,978   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Itau     Argentina        Ar$        55.07     44.68     At maturity        —          271,439        271,439        120,187        —          —          —          —          120,187   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Santander Río     Argentina        Ar$        44.16     37.14     At maturity        —          181,232        181,232        73,961        —          —          —          —          73,961   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Supervielle     Argentina        Ar$        49.96     41.21     At maturity        —          259,139        259,139        115,564        —          —          —          —          115,564   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Citibank     Argentina        Ar$        45.10     37.81     At maturity        —          852,379        852,379        381,640        —          —          —          —          381,640   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Credit Suisse International     Argentina        US$        14.84     13.92     Quarterly        1,216,306        —          1,216,306        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign      ICB Argentina     Argentina        Ar$        51.97     42.59     Quarterly        —          291,321        291,321        129,432        —          —          —          —          129,432   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Macro     Argentina      Ar$          34.46     31.10     At maturity        1,119,924        —          1,119,924        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Deutsche Bank     Argentina      US$          13.50     12.86     Quarterly        1,341,641        —          1,341,641        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Standard Bank     Argentina      US$          13.50     12.86     Quarterly        670,824        —          670,824        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Itau     Argentina      US$          13.50     12.86     Quarterly        670,824        —          670,824        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Santander-Sindicado IV     Argentina      Ar$          40.59     35.54     Quarterly        202,930        451,981        654,911        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Itau- Sindicado IV     Argentina      Ar$          40.59     35.54     Quarterly        185,284        412,679        597,963        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Galicia -Sindicado IV     Argentina      Ar$          40.59     35.54     Quarterly        176,461        393,027        569,488        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Hipotecario- Sindicado IV     Argentina      Ar$          40.59     35.54     Quarterly        61,761        137,560        199,321        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Ciudad -Sindicado IV     Argentina      Ar$          40.59     35.54     Quarterly        26,469        58,954        85,423        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      ICB Argentina     Argentina      Ar$          40.59     35.54     Quarterly        229,399        510,935        740,334        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total ThCh$               65,919,996        83,817,021        149,737,017        33,924,746        19,247,361        299,442        —          63,647,258        117,118,807   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Taxpayer

ID No.
(RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization     Balance as of 12-31-2014  
                    Current     Non-current  
                    One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four

years
    Four to
five years
    More than
five years
    Total Non-
current
 
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco Scotiabank   Peru   US$     3.98     3.96     Quarterly        260,672        564,193        824,865        752,258        752,258        15,233,217        —          —          16,737,733   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.18     3.01     Quarterly        395,746        1,137,486        1,533,232        1,516,648        1,516,648        —          —          —          3,033,296   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.48     3.40     Quarterly        287,425        766,306        1,053,731        1,021,742        1,021,742        1,021,742        255,432        —          3,320,658   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$     3.44     3.36     Quarterly        1,516,649        5,914,928        7,431,577        13,498,170        14,559,823        —          —          —          28,057,993   

Foreign

  Edegel S.A.A   Peru   Foreign   Bank Nova Scotia   Peru   US$     1.02     1.00     At maturity        11,755        —          11,755        21,839,736        —          —          —          —          21,839,736   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Corpbanca   Colombia   CP     8.39     8.22     At maturity        —          55,892        55,892        —          —          —          —          20,393,652        20,393,652   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     6.71     6.60     At maturity        —          153,503        153,503        —          —          —          —          57,357,148        57,357,148   

Foreign

  Endesa Argentina S.A.   Argentina   Foreign   Citibank   Argentina   Ar$     28.00     28.00     At maturity        710,351        —          710,351        —          —          —          —          —          —     

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Galicia   Argentina   Ar$     51.47     42.24     At maturity        —          800,033        800,033        853,856        —          —          —          —          853,856   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Itau   Argentina   Ar$     55.08     44.68     At maturity        —          302,809        302,809        350,571        —          —          —          —          350,571   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Ar$     44.17     37.14     At maturity        —          185,138        185,138        215,736        —          —          —          —          215,736   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Supervielle   Argentina   Ar$     49.97     41.21     At maturity        —          289,401        289,401        337,088        —          —          —          —          337,088   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Citibank   Argentina   Ar$     45.11     37.81     At maturity        —          955,718        955,718        1,113,199        —          —          —          —          1,113,199   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Credit Suisse International   Argentina   US$     14.84     13.92     Quarterly        —          2,126,669        2,126,669        1,022,595        —          —          —          —          1,022,595   

Foreign

  Central Costanera S.A.   Argentina   Foreign   ICB Argentina   Argentina   Ar$     51.99     42.59     Quarterly        —          324,772        324,772        377,538        —          —          —          —          377,538   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Macro   Argentina   Ar$     30.56     27.87     At maturity        1,461,573        —          1,461,573        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Deutsche Bank   Argentina   US$     13.40     12.78     Quarterly        5,725,691        —          5,725,691        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Standard Bank   Argentina   US$     13.40     12.78     Quarterly        2,862,848        —          2,862,848        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau   Argentina   US$     13.40     12.78     Quarterly        2,862,848        —          2,862,848        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Santander — Syndicated IV   Argentina   Ar$     36.21     32.11     Quarterly        158,689        813,581        972,270        862,890        —          —          —          —          862,890   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau-Syndicated IV   Argentina   Ar$     36.21     32.11     Quarterly        144,890        742,835        887,725        787,856        —          —          —          —          787,856   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Galicia — Syndicated IV   Argentina   Ar$     36.21     32.11     Quarterly        137,990        707,462        845,452        750,339        —          —          —          —          750,339   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Hipotecario —Syndicated IV   Argentina   Ar$     36.21     32.11     Quarterly        48,297        247,612        295,909        262,618        —          —          —          —          262,618   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Ciudad —Syndicated IV   Argentina   Ar$     36.21     32.11     Quarterly        20,699        106,119        126,818        112,552        —          —          —          —          112,552   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   ICB Argentina   Argentina   Ar$     36.21     32.11     Quarterly        179,387        919,701        1,099,088        975,440        —          —          —          —          975,440   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total ThCh$               16,785,510        17,114,158        33,899,668        46,650,832        17,850,471        16,254,959        255,432        77,750,800        158,762,494   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No.3, letter a), presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the bank loans detailed above.

 

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Table of Contents

16.2    Unsecured liabilities

The detail of Unsecured Liabilities by currency and maturity as of December 31, 2015 and 2014 is as follows:

 

Country

  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
  Balance as of 12-31-2015  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.61     6.50   No     1,025,402        14,223,478        15,248,880        —          7,111,739        5,807,446        7,111,739        7,111,739        27,142,663   

Peru

    Sol        6.40     6.30   No     —          8,221        8,221        —          —          5,209,302        —          5,209,303        10,418,605   

Colombia

    CP        11.15     10.79   No     25,481,901        —          25,481,901        38,005,507        48,781,185        80,913,285        53,852,881        467,143,828        688,696,686   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total     26,507,303        14,231,699        40,739,002        38,005,507        55,892,924        91,930,033        60,964,620        479,464,870        726,257,954   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Country

  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
  Balance as of 12-31-2014  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.70     6.59   No     4,852,113        —          4,852,113        12,133,186        —          6,066,593        4,953,980        12,133,186        35,286,945   

Peru

    Sol        6.40     6.30   No     156,702        8,008        164,710        —          —          —          5,074,099        5,074,099        10,148,198   

Colombia

    CP        8.67     8.45   No     90,659,393        —          90,659,393        —          43,326,710        55,611,108        92,241,270        593,854,561        785,033,649   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total     95,668,208        8,008        95,676,216        12,133,186        43,326,710        61,677,701        102,269,349        611,061,846        830,468,792   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

16.3    Secured liabilities

The detail of secured liabilities by currency and maturity as of December 31, 2015 and 2014 is as follows:

There are no secured liabilities as of December 31, 2015 and 2014.

 

    Fair value measurement and hierarchy

 

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Table of Contents

The fair value of current and non-current bond obligations, both secured and unsecured, as of December 31, 2015 and 2014 totalled ThCh$ 782,670,566 and ThCh$ 999,933,639, respectively.

 

Taxpayer
ID No.

(RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 12-31-2014  
                    Current     Non-current  
                    Less
than
90 days
    More
than
90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five years
    More than
five years
    Total
Non-
current
 

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Sol     6.41     6.31     No        —          8,008        8,008        —          —          —          —          5,074,099        5,074,099   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Sol     6.38     6.28     No        156,702        —          156,702        —          —          —          5,074,099        —          5,074,099   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$     6.44     6.34     No        165,699        —          165,699        —          —          —          —          6,066,593        6,066,593   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$     7.93     7.78     No        171,325        —          171,325        —          —          —          4,953,980        —          4,953,980   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$     7.25     7.13     No        3,977,405        —          3,977,405        —          —          —          —          —          —     

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     6.73     6.63     No        184,210        —          184,210        6,066,593        —          —          —          —          6,066,593   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     6.09     6.00     No        100,099        —          100,099        6,066,593        —          —          —          —          6,066,593   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     6.57     6.47     No        165,694        —          165,694        —          —          6,066,593        —          —          6,066,593   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     5.86     5.78     No        87,681        —          87,681        —          —          —          —          6,066,593        6,066,593   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series A-10   Colombia   CP     8.21     7.97     No        54,029,298        —          54,029,298        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series A102   Colombia   CP     8.21     7.97     No        10,288,151        —          10,288,151        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series B-103   Colombia   CP     8.33     8.33     No        3,361,512        —          3,361,512        —          43,326,710        —          —          —          43,326,710   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series B10   Colombia   CP     8.97     8.69     No        530,887        —          530,887        —          —          —          40,793,373        —          40,793,373   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series B15   Colombia   CP     9.29     8.99     No        190,004        —          190,004        —          —          —          —          14,144,897        14,144,897   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series B09-09   Colombia   CP     9.00     8.71     No        1,307,418        —          1,307,418        —          —          55,611,108        —          —          55,611,108   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series B12   Colombia   CP     9.30     9.00     No        547,749        —          547,749        —          —          —          —          22,830,628        22,830,628   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Foreign Bonds   Colombia   CP     10.17     10.17     No        2,180,810        —          2,180,810        —          —          —          —          22,942,859        22,942,859   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds   Colombia   CP     10.17     10.17     No        15,671,786        —          15,671,786        —          —          —          —          163,885,784        163,885,784   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds B10   Colombia   CP     6.65     6.49     No        282,892        —          282,892        —          —          —          —          76,406,981        76,406,981   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds B15   Colombia   CP     6.77     6.60     No        191,716        —          191,716        —          —          —          —          50,934,262        50,934,262   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds B12-13   Colombia   CP     8.17     7.93     No        455,387        —          455,387        —          —          —          —          92,464,960        92,464,960   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds B6-13   Colombia   CP     7.40     7.20     No        174,976        —          174,976        —          —          —          38,854,059        —          38,854,059   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series B6-13   Colombia   CP     7.40     7.20     No        56,716        —          56,716        —          —          —          12,593,838        —          12,593,838   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds B16-14   Colombia   CP     7.30     7.10     No        403,310        —          403,310        —          —          —          —          41,380,613        41,380,613   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds B10-14   Colombia   CP     6.97     6.79     No        443,930        —          443,930        —          —          —          —          47,472,761        47,472,761   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Quimbo Bonds B6-14   Colombia   CP     6.54     6.39     No        295,149        —          295,149        —          —          —          —          33,378,162        33,378,162   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonds Series B6-14   Colombia   CP     6.54     6.39     No        247,702        —          247,702        —          —          —          —          28,012,654        28,012,654   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       

Total ThCh$

              95,668,208        8,008        95,676,216        12,133,186        43,326,710        61,677,701        102,269,349        611,061,846        830,468,792   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No. 3, letter b) shows the detail of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the secured and unsecured liabilities detailed above.

 

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Table of Contents
    Detail of Finance Lease Obligations

 

Taxpayer

ID No.
(RUT)

  Company   Country   ID No.
Financial
Institution
  Financial
Institution
  Country   Currency   Nominal
Interest
Rate
    Balance as of 12-31-2015  
                Current     Non-current  
                Less
than 90
days
    More
than

90 days
    Total
Current
    One to
two

years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    Over
five
years
    Total
Non-
current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Edegel S.A.A.   Peru   Foreign   Banco Scotiabank   Peru   US$     2.10     2,484,674        7,399,875        9,884,549        15,599,736        —          —          —          —          15,599,736   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Corpbanca   Colombia   CP     10.80     4,579        14,234        18,813        20,200        19,819        —          —          —          40,019   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Equirent S.A.   Colombia   CP     6.55     5,424        16,795        22,219        23,718        19,648        —          —          —          43,366   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Mareauto Colombia SAS   Colombia   CP     10.08     795        2,372        3,167        3,650        3,217        —          —          —          6,867   
                   

 

 

             

 

 

 
        Total   ThCh$             9,928,748                  15,689,988   
                   

 

 

             

 

 

 

 

Taxpayer

ID No.

(RUT)

  Company   Country   ID No.
Financial
Institution
  Financial
Institution
  Country   Currency   Nominal
Interest
Rate
    Balance as of 12-31-2014  
                Current     Non-current  
                Less
than

90
days
    More
than

90 days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than

five
years
    Total
Non-
current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Edegel S.A.A.   Peru   Foreign   Banco Scotiabank   Peru   US$     1.98     2,122,504        6,312,384        8,434,888        8,416,512        13,307,187        —          —          —          21,723,699   
                   

 

 

             

 

 

 
        Total   ThCh$             8,434,888                  21,723,699   
                   

 

 

             

 

 

 

Appendix No. 3 letter c) presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the finance lease obligations detailed above.

 

    Detail of other obligations

 

Taxpayer

ID No.

(RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial institution

  Country   Currency   Nominal
Interest
Rate
    Balance as of 12-31-2015  
                Current     Non-current  
                Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
current
 

Foreign

  Central Costanera S.A.   Argentina   Foreign   Mitsubishi (secured debt)   Argentina   US$     0.25     —          2,153,867        2,153,867        2,144,288        2,144,288        2,144,288        2,144,288        24,342,682        32,919,834   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Others   Argentina   Ar$     17.29     —          —          —          —          —          —          —          —          —     

Foreign

  Hidroinvest S.A.   Argentina   Foreign   Others   Argentina   US$     2.53     —          391,530        391,530        —          —          —          —          —          —     

Foreign

  Endesa Argentina S.A.   Argentina   Foreign   Others   Argentina   Ar$     32.75     23,515        —          23,515        —          —          —          —          —          —     

Foreign

  Hidroeléctrica El Chocón S.A.   Argentina   Foreign   Others   Argentina   Ar$     23.59     16,912,466        —          16,912,466        4,636,665        —          —          —          —          4,636,665   
                   

 

 

             

 

 

 
        Total ThCh$               19,481,378                  37,556,499   
                   

 

 

             

 

 

 

 

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Taxpayer

ID No.

(RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial Institution

  Country   Currency   Nominal
Interest
Rate
    Balance as of 12-31-2014  
                Current     Non-current  
                Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More than
five years
    Total
Non-
current
 

Foreign

  Central Costanera S.A.   Argentina   Foreign   Mitsubishi (secured debt)   Argentina   US$     7.42     —          2,391,399        2,391,399        7,362,677        7,362,678        7,362,678        4,532,769        —          26,620,802   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Others   Argentina   Ar$     17.29     —          3,099,889        3,099,889        —          —          —          —          —          —     

Foreign

  Hidroinvest S.A.   Argentina   Foreign   Others   Argentina   US$     2.33     —          331,928        331,928        —          —          —          —          —          —     

Foreign

  Hidroeléctrica El Chocón S.A.   Argentina   Foreign   Others   Argentina   Ar$     23.54     32,719        —          32,719        —          —          —          —          —          —     

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco Scotiabank   Peru   US$     0.78     513,495        —          513,495        9,409,124        —          —          —          —          9,409,124   
                   

 

 

             

 

 

 
        Total   ThCh$             6,369,430                  36,029,926   
                   

 

 

             

 

 

 

Appendix No. 3 letter d) presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle these Other Obligations.

16.4    Other information

As of December 31, 2015 and 2014 Combined Group had long-term lines of credit unconditionally available for use amounting to ThCh 0 and ThCh 20,603,923, respectively.

 

17. RISK MANAGEMENT POLICY

The Combined Group’s companies are exposed to certain risks that are managed by systems that identify, measure, limit concentration of, and monitor these risks.

The main principles in the Combined Group’s risk management policy include the following:

 

    Compliance with good corporate governance standards.

 

    Strict compliance with all the Combined Group’s internal policies.

 

    Each business and corporate area determines:

 

  I. The markets in which it can operate based on its knowledge and ability to ensure effective risk management.

 

  II. Criteria regarding counterparts.

 

  III. Authorized operators.

 

    Business and corporate areas establish their risk tolerance in a manner consistent with the defined strategy for each market in which they operate.

 

    All of the operations of the businesses and corporate areas are conducted within the limits approved for each case.

 

    Businesses, corporate areas, lines of business and companies design the risk management controls necessary to ensure that transactions in the markets are conducted in accordance with the Combined Group policies, standards, and procedures.

 

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17.1    Interest rate risk

Changes in interest rates affect the fair value of assets and liabilities bearing fixed interest rates, as well as the expected future cash flows of assets and liabilities subject to floating interest rates.

The objective of managing interest rate risk exposure is to achieve a balance in the debt structure to minimize the cost of debt with reduced volatility in profit or loss.

Depending on the Combined Group’s estimates and on the objectives of the debt structure, hedging transactions are performed by entering into derivatives contracts that mitigate interest rate risk. Derivative instruments currently used to comply with the risk management policy are interest rate swaps to set floating rate at fixed rate.

17.2    Exchange rate risk

Exchange rate risks involve basically the following transactions:

 

    Debt taken on by the Combined Group’s companies that is denominated in a currency other than that in which its cash flows are indexed.

 

    Payments to be made for the acquisition of project-related materials in a currency other than that in which its cash flows are indexed.

 

    Revenues in Combined Group companies directly linked to changes in currencies other than those of its cash flows.

In order to mitigate exchange rate risk, the Combined Group is looking for maintaining a balance between U.S. dollar flows and the levels of assets and liabilities denominated in this currency. The objective is to minimize the exposure to variability in cash flows that are attributable to foreign exchange risk.

The hedging instruments currently being used to manage the risk are currency swaps and forward exchange contracts.

17.3    Commodities risk

The Combined Group is exposed to a risk of certain commodities price changes, basically due to:

 

    Purchases of fuel used to generate electricity.

 

    Energy purchase/sale transactions that take place in local markets.

In order to reduce the risk in situations of extreme drought, the Combined Group has designed a commercial policy that establishes the levels of sale commitments in line with the capacity of its generating power plants in a dry year. It also incorporates risk mitigation claws in certain contracts with unregulated customers and, in the case of regulated customers subject to long-term tender agreements, it determines indexation polynomials that help to reduce exposure to commodity risk.

Considering the operating conditions faced by the power generation market, with drought and highly volatile commodity prices on international markets, the Combined Group is constantly verifying the advisability of using hedging strategies to lessen the impacts that these price swings have on its results. As of December 31, 2015 and 2014 there were no derivative instruments on commodities.

17.4    Liquidity risk

The Combined Group’s liquidity risk management policy consists of entering into long-term committed banking facilities and temporary financial investments for amounts that cover the projected needs over a period of time that is determined based on the situation and expectations for debt and capital markets.

 

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The projected needs mentioned above include maturities of financial debt, net of financial derivatives. For further details regarding the features and conditions of financial obligations and financial derivatives, see Notes 16, 18, and Appendix No. 3.

Our current liabilities exceeded our current assets by Ch$ 395,049 billion as of December 31, 2015 and by Ch$ 199,288 billion as of December 31, 2014. These amounts do not represent material working capital deficits. However, we believe that cash flow generated from our combined entities’ business operations, as well as cash balances, borrowings from commercial banks and related companies, and ample access to capital markets are sufficient to satisfy all of our needs for working capital, expected debt service, dividends and planned capital expenditures in the foreseeable future.

As of December 31, 2015 the Combined Group has liquidity of cash and cash equivalent totalling ThCh$ 112,313,130. As of December 31, 2014 the Combined Group had liquidity of cash and cash equivalent totalling ThCh$ 298,442,230 and unconditionally available long-term lines of credit totalling ThCh$ 20,603,923.

17.5    Credit risk

Management closely monitors credit risk.

Trade receivables:

The credit risk for receivables from the Combined Group’s commercial activity has historically been very low, due to the short-term period of collections from customers, resulting in non-significant cumulative receivables amounts.

In some countries, regulations allow the suspension of energy service to customers with outstanding payments, and most contracts have termination clauses for payment default. Management monitors credit risk on an ongoing basis and measures maximum exposure to payment default risk, which, as stated above, is very low.

Financial assets, other than trade receivables:

Cash surpluses are invested in the highest-rated local and foreign financial entities (with risk rating equivalent to investment grade whenever possible) with thresholds established for each entity.

Investments may be backed with treasury bonds from the countries in which the company operates and/or with commercial paper issued by the highest rated banks; the latter are preferred, as they offer higher returns (always in line with current investment policies).

Derivative instruments are entered into with entities with solid creditworthiness; all derivative transactions are performed with entities with investment grade ratings.

17.6    Risk measurement

The Combined Group measures the Value at Risk (VaR) of its debt positions and financial derivatives in order to monitor the risk assumed by the Combined Group, thereby reducing volatility in the income statement.

The portfolio of positions included in calculating the current Value at Risk consists of the following:

 

    Financial debt.

 

    Hedge derivatives for debt.

 

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The VaR determined represents the potential variation in value of the portfolio of positions described above within a quarter with a 95% confidence level. To determine the VaR, we take into account the volatility of the risk variables affecting the value of the portfolio of positions, related to Chilean Peso, including:

 

    U.S. dollar Libor interest rate.

 

    The different currencies with which our companies operate and the customary local indices used in the banking industry.

 

    The exchange rates of the various currencies used in the calculation.

The calculation of VaR is based on the extrapolation of the possible future scenarios (at one quarter) of market values for the risk variables. The scenarios are based on the actual observations for the same period (quarter) during the five years period.

The quarterly 95% confidence VaR number is calculated as the 5% percentile of the potential quarterly variations in the fair value of the portfolio.

Given the aforementioned assumptions, the quarterly VaR of the positions discussed above corresponds to ThCh$ 81,636,490.

These values represent the potential increase of the Debt and Derivatives’ Portfolio, thus these Values At Risk are inherently related, among other factors, to the Portfolio’s value at each quarter’ end.

 

18. FINANCIAL INSTRUMENTS

18.1    Financial instruments, classified by type and category

 

  a) The detail of financial assets, classified by type and category, excluding cash and cash equivalents, as of December 31, 2015 and 2014 is as follows:

 

     Balance as of 12-31-2015  
     Financial assets held
for trading
ThCh$
     Held-to-
maturity
investments
ThCh$
     Loans and
receivables
ThCh$
     Available-for-sale
financial assets
ThCh$
     Financial
derivatives
designated for
hedging
ThCh$
 

Derivative instruments

     2,649,187         —           —           —           264,010   

Other financial assets

     —           2,728,706         235,002,496         —           —     

Total current

     2,649,187         2,728,706         235,002,496         —           264,010   

Equity instruments

     —           —           —           612,676         —     

Derivative instruments

     —           —           —           —           13,305   

Other financial assets

     —           —           230,824,700         —           —     

Total non-current

     —           —           230,824,700         612,676         13,305   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,649,187         2,728,706         465,827,196         612,676         277,315   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents
     Balance as of 12-31-2014  
     Financial assets held
for trading
ThCh$
     Held-to-maturity
investments
ThCh$
     Loans and
receivables
ThCh$
     Available-
for-sale
financial
assets
ThCh$
     Financial
derivatives
designated for
hedging
ThCh$
 

Derivative instruments

     2,924,888         —           —           —           712,883   

Other financial assets

     —           19,747,428         142,282,311         —           —     

Total current

     2,924,888         19,747,428         142,282,311         —           712,883   

Equity instruments

     —           —           —           1,200,787         —     

Derivative instruments

     —           —           —           —           16,166   

Other financial assets

     —           —           141,216,512         —           —     

Total non-current

     —           —           141,216,512         1,200,787         16,166   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,924,888         19,747,428         283,498,823         1,200,787         729,049   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  b) The detail of financial liabilities, classified by type and category, as of December 31, 2015 and 2014 is as follows:

 

     Balance as of 12-31-2015  
     Financial liabilities held
for trading
             Loans and payables              Financial derivatives
designated for
hedging
 
     ThCh$      ThCh$      ThCh$  

Interest-bearing loans

     —           219,886,145         —     

Derivative instruments

     417,400            714,696   

Other financial liabilities

     —           286,712,093         —     
  

 

 

    

 

 

    

 

 

 

Total current

     417,400         506,598,238         714,696   
  

 

 

    

 

 

    

 

 

 

Interest-bearing loans

     —           896,623,248      

Derivative instruments

     —           —           300,871   
  

 

 

    

 

 

    

 

 

 

Total non-current

     —           896,623,248         300,871   
  

 

 

    

 

 

    

 

 

 

Total

     417,400         1,403,221,486         1,015,567   
  

 

 

    

 

 

    

 

 

 
     Balance as of 12-31-2014  
     Financial liabilities held
for trading
     Loans and payables      Financial derivatives
designated
for hedging
 
     ThCh$      ThCh$      ThCh$  

Interest-bearing loans

     —           144,380,202         —     

Derivative instruments

     —           —           14,658   

Other financial liabilities

     —           472,681,627         —     
  

 

 

    

 

 

    

 

 

 

Total current

     —           617,061,829         14,658   
  

 

 

    

 

 

    

 

 

 

Interest-bearing loans

     —           1,046,984,911         —     

Derivative instruments

     —           —           582,788   
  

 

 

    

 

 

    

 

 

 

Total non-current

     —           1,046,984,911         582,788   
  

 

 

    

 

 

    

 

 

 

        Total

     —           1,664,046,740         597,446   
  

 

 

    

 

 

    

 

 

 

 

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18.2     Derivative instruments

The risk management policy of the Combined Group primarily uses interest rate and foreign exchange rate derivatives to hedge its exposure to interest rate and foreign currency risks.

The Combined Group classifies its derivatives as follows:

 

    Derivatives designated for Cash flow hedges: Those that hedge the cash flows of the underlying hedged item.

 

    Derivatives designated for Fair value hedges: Those that hedge the fair value of the underlying hedged item.

 

    Non-hedge derivatives: Financial derivatives that do not meet the requirements established by IFRS to be designated as hedge instruments are recognized at fair value through profit or loss (assets held for trading).

 

  a) Assets and liabilities for hedge derivative instruments

As of December 31, 2015 and 2014 financial derivative transactions qualifying as hedge instruments resulted in recognition of the following assets and liabilities in the combined statement of financial position:

 

    Balance as of 12-31-2015     Balance as of 12-31-2014  
    Assets     Liabilities     Assets     Liabilities  
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
 

Interest rate hedges:

    —          13,305        11,177        300,871        —          16,166        14,637        582,788   

Cash flow hedges

    —          13,305        11,177        300,871        —          16,166        14,637        582,788   

Exchange rate hedges:

    264,010        —          703,519        —          712,883        —          21        —     

Cash flow hedges

    264,010        —          703,519        —          712,883        —          21        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

    264,010        13,305        714,696        300,871        712,883        16,166        14,658        582,788   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    General information on hedge derivative instruments

Hedge derivative instruments and their corresponding hedged instruments are shown in the following table:

 

Detail of hedge
instruments

   Description of
hedge
instrument
   Description of instrument
hedged
  Fair value of
instruments hedged
12-31-2015
ThCh$
    Fair value of
instruments hedged

12-31-2014
ThCh$
    Type of risks
hedged

SWAP

   Interest rate    Bank borrowings     (298,743     (581,259   Cash flow hedge

SWAP

   Exchange rate    Unsecured liabilities
(bonds)
    (439,509     712,862      Cash flow hedge

For the years ended December 31, 2015, 2014 and 2013 the Combined Group has not recognized significant gains or losses for ineffective cash flow hedges.

 

  b) Financial derivative instrument assets and liabilities at fair through profit or loss

As of December 31, 2015 and 2014 financial derivative transactions recognized at fair value through profit or loss, resulted in the recognition of the following assets and liabilities in the statement of financial position:

 

     Non-hedging derivative instruments  
     Current
Assets
ThCh$
     Current
Liabilities
ThCh$
     Non-current
assets
ThCh$
     Non-current
liabilities
ThCh$
 

December 31, 2015

     2,649,187         417,400         —           —     

December 31, 2014

     2,924,888         —           —           —     

 

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  c) Other disclosures on derivatives

The following tables present the fair value of hedging and non-hedging derivatives entered into by the Combined Group as well as the remaining contractual maturities as of December 31, 2015 and 2014:

 

Financial Derivatives

   Balance as of 12-31-2015  
         Notional Value  
   Fair Value
ThCh$
    Less than
one year
ThCh$
     1 - 2 years
ThCh$
     2 - 3 years
ThCh$
     Total
ThCh$
 

Interest rate hedges:

     (298,743     9,014,769         13,221,429         —           22,236,198   

Cash flow hedges

     (298,743     9,014,769         13,221,429         —           22,236,198   

Exchange rate hedges:

     (439,509     48,128,445         —           —           48,128,445   

Cash flow hedges

     (439,509     48,128,445         —           —           48,128,445   

Derivatives not designated for hedge accounting

     2,231,787        15,146,364         —           —           15,146,364   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,493,535        72,289,578         13,221,429         —           85,511,007   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Financial Derivatives

   Balance as of 12-31-2014  
         Notional Value  
   Fair Value
ThCh$
    Less than
one year
ThCh$
     1 - 2 years
ThCh$
     2 - 3 years
ThCh$
     Total
ThCh$
 

Interest rate hedges:

     (581,259     7,702,083         7,702,083         11,296,190         26,700,356   

Cash flow hedges

     (581,259     7,702,083         7,702,083         11,296,190         26,700,356   

Exchange rate hedges:

     712,862        7,029,775         —           —           7,029,775   

Cash flow hedges

     712,862        7,029,775         —           —           7,029,775   

Derivatives not designated for hedge accounting

     2,924,888        22,242,663         —           —           22,242,663   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,056,491        36,974,521         7,702,083         11,296,190         55,972,794   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

The hedging and non-hedging derivatives contractual maturities do not represent the Combined Group’s total risk exposure, as the amounts recorded in the above tables have been drawn up based on undiscounted contractual cash inflows and outflows for their settlement.

 

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18.3    Fair value hierarchy

Financial instruments recognized at fair value in the combined statement of financial position are classified based on the hierarchy described in Note 3.g above.

The following table presents financial assets and liabilities measured at fair value as of December 31, 2015 and 2014:

 

Financial instruments measured at fair value

          Fair value measured at end of
reporting period using:
 
   12-31-2015
ThCh$
     Level 1
ThCh$
     Level 2
ThCh$
     Level 3
ThCh$
 

Financial Assets

           

Financial derivatives designated as cash flow hedges

     277,315         —           277,315         —     

Financial derivatives not designated for hedge accounting

     2,649,187         —           2,649,187         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,926,502         —           2,926,502         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Financial derivatives designated as cash flow hedges

     1,015,567         —           1,015,567         —     

Financial derivatives not designated for hedge accounting

     417,400         —           417,400         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,432,967         —           1,432,967         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial instruments measured at fair value

          Fair value measured at end of
reporting period using:
 
     12-31-2014
ThCh$
     Level 1
ThCh$
     Level 2
ThCh$
     Level 3
ThCh$
 

Financial Assets

           

Financial derivatives designated as cash flow hedges

     729,049         —           729,049         —     

Financial derivatives not designated for hedge accounting

     2,924,888         —           2,924,888         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,653,937         —           3,653,937         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Financial derivatives designated as cash flow hedges

     597,446         —           597,446         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     597,446         —           597,446         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

19. TRADE AND OTHER PAYABLES

The breakdown of trade and other payables as of December 31, 2015 and 2014 is as follows:

 

     Current balance as of      Non-current balance as of  

Trade and other payables

   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Trade payables

     25,448,378         25,694,778         —           —     

Other payables

     234,216,346         333,926,073         39,373,175         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     259,664,724         359,620,851         39,373,175         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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The detail of trade and other payables as of December 31, 2015 and 2014 is as follows:

 

     Current balance as of      Non-current balance as of  

Trade and other payables

   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Energy suppliers

     15,564,935         14,226,815         —           —     

Fuel and gas suppliers

     9,883,443         11,467,963         —           —     

Payables to tax authorities other than Corporate Income Tax

     12,740,422         —           —           —     

Payables for goods and services

     116,295,249         91,549,044         —           —     

VAT

     8,340,459         —           39,373,175         —     

Dividends payable to non-controlling interests

     38,222,438         137,780,947         —           —     

Mitsubishi contract (LTSA)

     15,390,966         34,214,611         —           —     

Other payables

     43,226,812         70,381,471         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     259,664,724         359,620,851         39,373,175         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

See Note 17.4 for the description of the liquidity risk management policy.

The detail of payments due and paid as of December 31, 2015 and 2014 is presented in Appendix 6.

 

20. PROVISIONS

 

  a) The breakdown of provisions as of December 31, 2015 and 2014 is as follows:

 

     Current balance as of      Non-current balance as of  

Provisions

   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Provision for legal proceedings (*)

     4,530,828         18,753,051         937,559         388,126   

Decommissioning or restoration (**)

     —           —           3,565,975         3,226,928   

Provision for environmental issues

     72,259,750         6,689,829         31,581,784         77,383   

Other provisions

     2,145,027         1,976,531         388,185         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     78,935,605         27,419,411         36,473,503         3,692,437   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (*) Provision for legal proceedings as of December 31, 2014 includes provisions of Emgesa (Colombian entities) associated with contracts related to Quimbo project for the amount of ThCh$ 17,381,792 and paid during 2015 for the amount of ThCh$ 16,914,262.
  (**) See Note 3.a.

The expected timing and amount of any cash outflows related to the above provisions is uncertain and depends on the final resolution of the provisioned matters (See Note 3.i). For example, in the specific case of the legal proceedings it depends on the final resolution of the related legal claim.

Management considers that the provisions recognized in the Combined Statements of Financial Position adequately cover the related risks.

 

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  b) Changes in provisions for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Changes in Provisions

   Legal Proceedings
ThCh$
    Decommissioning
and Restoration
ThCh$
     Environmental
issues
ThCh$
    Other Provisions
ThCh$
    Total
ThCh$
 

Opening Balance as of January 1, 2015

     19,141,177        3,226,928         6,767,212        1,976,531        31,111,848   

Changes in Provisions

           

Increase in existing provisions

     9,925,498        89,280         103,641,796        2,416,314        116,072,888   

Provisions used

     (22,829,940     —           —          —          (22,829,940

Increase for adjustment to value of money over time

     95,164        167,072         (109,582     64,829        217,483   

Foreign currency translation

     (863,512     82,695         (6,457,892     (1,924,462     (9,163,171
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total changes in provisions

     (13,672,790     339,047         97,074,322        556,681        84,297,260   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Closing Balance as of December 31, 2015

     5,468,387        3,565,975         103,841,534        2,533,212        115,409,108   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Changes in Provisions

   Legal Proceedings
ThCh$
    Decommissioning
and Restoration
ThCh$
     Environmental
issues
ThCh$
    Other Provisions
ThCh$
    Total
ThCh$
 

Opening balance as of January 1, 2014

     2,692,424        2,841,123         12,139,002        2,988,124        20,660,673   

Changes in Provisions

           

Increase in existing provisions

     17,139,243        —           —          234,682        17,373,925   

Provisions used

     (579,586     —           (4,608,836     —          (5,188,422

Increase for adjustment to value of money over time

     —          155,280         —          62,493        217,773   

Foreign currency translation

     (110,904     230,525         (762,954     (1,308,768     (1,952,101
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total changes in provisions

     16,448,753        385,805         (5,371,790     (1,011,593     10,451,175   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Closing Balance as of December 31, 2014

     19,141,177        3,226,928         6,767,212        1,976,531        31,111,848   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Changes in Provisions

   Legal Proceedings
ThCh$
    Decommissioning
and Restoration
ThCh$
     Environmental
issues
ThCh$
    Other Provisions
ThCh$
    Total
ThCh$
 

Opening balance as of January 1, 2013

     2,538,568        2,732,195         9,802,203        2,938,802        18,011,768   

Increase in existing provisions

     857,272        —           2,300,162        —          3,157,434   

Provisions used

     (23,642     —           —          (4,811     (28,453

Increase for adjustment to value of money over time

     —          102,683         —          54,712        157,395   

Foreign currency translation

     (257,350     6,245         36,637        62,498        (151,970

Other increase

     (422,424     —           —          (63,077     (485,501
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total changes in provisions

     153,856        108,928         2,336,799        49,322        2,648,905   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Closing Balance as of December 31, 2013

     2,692,424        2,841,123         12,139,002        2,988,124        20,660,673   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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21. EMPLOYEE BENEFIT OBLIGATIONS

21.1    General information

Endesa Américas and certain combined entities of the Combined Group in Colombia, Peru and Argentina provide various post-employment benefits for all or some of their active or retired employees. These benefits are calculated and recognized in the financial statements according to the criteria described in Note 3.i.1, and include primarily the following:

 

    Defined benefit plans:

Complementary pension: The beneficiary is entitled to receive a monthly amount that supplements the pension obtained from the respective social security system.

Employee severance indemnities: The beneficiary receives a certain number of contractual salaries upon retirement. Such benefit is subject to a vesting minimum service requirement period, which depending on the company, varies within a range from 5 to 15 years.

Electricity: The beneficiary receives a monthly bonus to cover a portion of their billed residential electricity consumption.

Health benefit: The beneficiary receives health coverage in addition to that to which they are entitled to under applicable social security regime.

 

    Other benefits:

Five-year benefits: A benefit certain employees receive after 5 years; accrues from the second year onwards.

Unemployment: A benefit paid regardless of whether the employee is fired or leaves voluntarily. This benefit accrues on a daily basis and is paid at the time of contract termination (although the law allows for partial withdrawals for housing and education).

Seniority bonuses in Peru: There is an agreement to give workers (“subject to the collective agreement”) an extraordinary bonus for years of service upon completion of the equivalent of five years of actual work. This benefit is given according to the following scale:

 

After 5, 10, and 15 years       1 basic monthly salary   
After 20 years        12 basic monthly salaries   
After 25, 30, 35, and 40 years        12 basic monthly salaries   

 

    Defined contribution benefits:

The Combined Group makes contributions to a retirement benefit plan where the beneficiary receives additional pension supplements upon his/her retirement, disability or death.

21.2    Details, changes and presentation in financial statements

 

  a) The post-employment obligations associated with the defined benefits plan as of December 31, 2015 and 2014 are as follows:

 

     Balance as of  
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Post-employment obligations

     21,548,342         24,924,791   
  

 

 

    

 

 

 

Total

     21,548,342         24,924,791   
  

 

 

    

 

 

 

Non-current portion

     21,548,342         24,924,791   
  

 

 

    

 

 

 

 

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  b) The following amounts were recognized in the combined statement of comprehensive income for the years ended December 31, 2015, 2014 and 2013:

 

     For the years ended  
     12-31-2015     12-31-2014      12-31-2013  

Expense Recognized in the Statements of Comprehensive Income

   ThCh$     ThCh$      ThCh$  

Current service cost for defined benefits plan

     1,208,012        493,357         530,191   

Interest cost for defined benefits plan

     2,560,978        2,258,362         1,746,001   

Past service costs

     (523     —          —    
  

 

 

   

 

 

    

 

 

 

Expenses recognized in the Statement of Income

     3,768,467        2,751,719         2,276,192   
  

 

 

   

 

 

    

 

 

 

Gains from remeasurement of defined benefit plans

     (613,439     1,059,671         1,886,866   
  

 

 

   

 

 

    

 

 

 

Total expense recognized in the Statement of Comprehensive Income

     3,155,028        3,811,390         4,163,058   
  

 

 

   

 

 

    

 

 

 

The balance and changes in post-employment defined benefit obligations as of and for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Actuarial Value of Post-employment Obligations

   ThCh$  

Closing balance as of January 1, 2013

     25,359,991   

Current service cost

     530,191   

Net interest cost

     1,746,001   

Actuarial losses from changes in financial assumptions

     483,129   

Actuarial losses from changes in seniority adjustments

     1,403,737   

Foreign currency translation differences

     (502,403

Contributions paid

     (3,286,555

Other changes

     (12,818

Closing balance as of December 31, 2013

     25,721,273   

Current service cost

     493,357   

Net interest cost

     2,258,362   

Actuarial losses from changes in financial assumptions

     524,052   

Actuarial losses from changes in seniority adjustments

     535,619   

Foreign currency translation differences

     (1,590,439

Contributions paid

     (3,019,325

Other

     1,892   

Closing balance as of December 31, 2014

     24,924,791   

Current service cost

     1,208,012   

Net interest cost

     2,560,978   

Actuarial gains from changes in financial assumptions

     (354,509

Actuarial gains from changes in seniority adjustments

     (258,930

Foreign currency translation differences

     (3,556,704

Contributions paid

     (2,974,773

Defined benefit plan obligations from the past service costs

     (523

Closing balance as of December 31, 2015

     21,548,342   

Combined Group companies make no contributions to funds for financing the payment of these benefits.

 

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21.3     Other disclosures

Actuarial assumptions

As of December 31, 2015 and 2014 the following assumptions were used in the actuarial calculation of defined benefits:

 

    Chile     Colombia     Argentina     Peru  
      12-31-2015         12-31-2014         12-31-2015         12-31-2014         12-31-2015         12-31-2014         12-31-2015         12-31-2014    

Discount rate used

    4.95     4.6     7.25     7.04     5.50     5.50     7.60     6.35

Expected rate of salary increases

    4.00     4.0     4.20     4.00     0.00     0.00     3.00     3.00

Mortality tables

    RV2009        RV2009        RV2008        RV2008        RV2004        RV2004        RV2009        RV2009   

Sensitivity

As of December 31, 2015, the sensitivity of the value of the actuarial liability for post-employment benefits to variations of 100 basis points in the discount rate assumes a decrease of ThCh$ 1,774,117 (ThCh$ 2,125,543 as of December 31, 2014) if the rate rises and an increase of ThCh$ 2,268,695 (ThCh$ 2,533,901 as of December 31, 2014) if the rate falls.

Defined contributions

The total expense recognized in the combined statement of comprehensive income in the caption “Employee expenses” represents contributions payables to the defined contribution plans by the Combined Group. For the years ended December 31, 2015, the amount recognized as expense was ThCh$ 495,598 (ThCh$ 586,839 and ThCh$ 425,242 for the years ended December 31, 2014 and 2013, respectively).

Future disbursements

The estimates available indicate that disbursements for defined benefit plans will increase to ThCh$ 2,770,185 in the next year.

Term of commitments

The Combined Group’s obligations have a weighted average length of 7.55 years, and the flow for benefits for the next 5 years and more is expected to be as follows:

 

Years

         ThCh$        

1

     1,536,363   

2

     860,175   

3

     1,323,504   

4

     1,123,912   

5

     1,467,686   

More than 5

     10,627,527   

 

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22. TOTAL EQUITY

22.1    Equity attributable to the Parent

As stated in Note 2.1 “Basis of preparation” Endesa Américas S.A. was not a group for Consolidated Financial Statements reporting purposes in accordance with IFRS 10 Consolidated Financial Statements and was presented on the basis of the aggregation of the net assets of the legal entities of Empresa Nacional de Electricidad S.A. group located outside of Chile.

Paid-in capital and retained earnings (including results for the period) of Empresa Nacional de Electricidad S.A. have been assigned to Endesa Américas S.A. for purposes of presentation of the combined financial statements based on the proportion of the book value of the net assets assigned to Endesa Américas S.A.

Equity reserves and other comprehensive income of Empresa Nacional de Electricidad S.A. have been assigned to Endesa Américas S.A. based on their origin, distinguishing, as appropriate, those components that in accordance with IFRS will not be reclassified subsequently to profit or loss and components that might be reclassified subsequently to profit or loss.

22.2    Foreign currency translation reserves

The following table details currency translation adjustments attributable to the Parent Company of the Combined Group for the years ended December 31, 2015, 2014 and 2013:

 

     For the years ended  

Reserves for Accumulated Currency

Translation Differences

       December 31,    
2015 ThCh$
        December 31,    
2014 ThCh$
        December 31,    
2013 ThCh$
 

Emgesa S.A.E.S.P

     42,202,991        69,075,372        89,562,631   

Generandes Perú S.A.

     80,008,277        69,304,036        38,809,462   

Hidroeléctrica el Chocón S.A.

     (84,612,550     (53,592,630     (46,868,871

Endesa Argentina S.A.

     (14,435,479     (13,561,202     (13,287,564

Central Costanera S.A.

     6,697,712        10,185,346        7,083,247   

Endesa Brasil S.A.

     (216,355,851     (105,465,588     (122,479,241

Others

     (4,547,045     (4,276,977     (3,717,685
  

 

 

   

 

 

   

 

 

 

TOTAL

     (191,041,945     (28,331,643     (50,898,021
  

 

 

   

 

 

   

 

 

 

22.3    Restrictions combined entities transferring funds to the parent

Certain of the Combined Group’s entities must comply with financial ratio covenants which require them to have a minimum level of equity or other requirements that restrict the transfer of assets to the parent company. The Combined Group’s restricted net assets as of December 31, 2015 from its combined entities Edegel S.A.A. and Hidroeléctrica El Chocón S.A. are ThCh$ 63,188,793 and ThCh$ 102,591,323, respectively.

 

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22.4    Other reserves

Other reserves within Equity attributable to the Parent Company of the Combined Group for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

         Balance as of    
1-1-2015
ThCh$
         2015 Changes    
ThCh$
     Balance as
    12-31-2015    
ThCh$
 

Exchange differences on translation

     (28,331,643      (162,710,302      (191,041,945

Cash flow hedges

     (1,991,688      (6,030,795      (8,022,483

Remeasurement of available-for-sale financial assets

     —           (118,662      (118,662

Other miscellaneous reserves

     (820,511,192      18,930,779         (801,580,413
  

 

 

    

 

 

    

 

 

 

TOTAL

     (850,834,523      (149,928,980      (1,000,763,503
  

 

 

    

 

 

    

 

 

 
     Balance as of
1-1-2014
ThCh$
     2014 Changes
ThCh$
     Balance as of
12-31-2014
ThCh$
 

Exchange differences on translation

     (50,898,021      22,566,378         (28,331,643

Cash flow hedges

     2,118,519         (4,110,207      (1,991,688

Other miscellaneous reserves

     (760,605,537      (59,905,655      (820,511,192
  

 

 

    

 

 

    

 

 

 

TOTAL

     (809,385,039      (41,449,484      (850,834,523
  

 

 

    

 

 

    

 

 

 
     Balance as of
1-1-2013
ThCh$
     2013 Changes
ThCh$
     Balance as of
12-31-2013
ThCh$
 

Exchange differences on translation

     (18,394,521      (32,503,500      (50,898,021

Cash flow hedges

     7,565,902         (5,447,383      2,118,519   

Other miscellaneous reserves

     (724,055,318      (36,550,219      (760,605,537
  

 

 

    

 

 

    

 

 

 

TOTAL

     (734,883,937      (74,501,102      (809,385,039
  

 

 

    

 

 

    

 

 

 

 

    Reserves for Exchange differences on translation: These arise primarily from exchange differences relating to:

 

    Translation of the financial statements of our foreign operations from their functional currencies to our presentation currency (i.e. Chilean peso) (see Note 3.j);

 

    Translation of goodwill arising from the acquisition of foreign operations with a functional currency other than the Chilean peso (see Note 3.b).

 

    Cash flow hedges reserves: These represent the cumulative portion of gains and losses on hedging instruments deemed effective in cash flow hedges (see Note 3.f.4).

 

    Remeasurement of available-for-sale financial assets: These represent variations in fair value, net of their effect on the available-for-sale investments (see Note 3.f.1).

 

    Other miscellaneous reserves:

Other miscellaneous reserves primarily include the following as of December 31, 2015 and 2014:

 

  (i). In accordance with Official Bulletin (Oficio Circular) No. 456 from issued by the Chilean Superintendence of Securities and Insurance, this caption records the price-level adjustment of cumulative paid-in capital from the date of the transition to IFRS, January 1, 2004, to December 31, 2008.

Please note that, while the Combined Group adopted the IFRS as its statutory accounting standards on January 1, 2009, the date of transition to that international standard used was January 1, 2004. This results from applying the exemption for that purpose in IFRS 1, “First Time Adoption”.

 

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  (ii). Foreign currency translation differences existing at the time of transition to IFRS (IFRS 1 exemption, First Time Adoption).

 

  (iii). The effects of business combinations under common control, arising primarily from the creation of the holding company Enel Brasil S.A. in 2005 and the merger of our Colombian combined entities Emgesa and Betania in 2007.

22.5    Non-controlling interests

 

                Non-controlling Interests
(% financial interest)
 
          Equity
Balance as of
    Profit (Loss)
For the years ended
 

Companies

  Non-controlling
interests
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Emgesa S.A. E.S.P.

    73.13     584,922,225        536,351,255        154,959,234        211,210,105        168,793,015   

Generandes Perú S.A.

    39.00     118,101,218        116,762,865        19,466,375        22,882,930        17,074,639   

Edegel S.A.A.

    16.40     91,467,160        90,506,207        15,078,085        17,790,998        13,397,572   

Chinango S.A.C.

    20.00     14,268,911        14,707,216        3,042,018        3,002,284        2,033,307   

Central Costanera S.A.

    24.32     3,759,405        5,197,207        (242,897     11,072,950        (7,538,477

Hidroeléctrica El Chocón S.A.

    32.33     48,208,347        26,841,549        35,783,793        3,538,006        3,557,468   

Others

      3,491,652        1,980,163        2,556,874        256,053        239,049   

TOTAL

      864,218,918        792,346,462        230,643,482        269,753,326        197,556,573   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

23. REVENUE AND OTHER INCOME

The detail of revenues presented in the statement of comprehensive income for the years ended December 31, 2015, 2014 and 2013 is as follows:

 

     For the years ended  

Revenues

   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Energy sales

     1,163,050,757         1,085,422,840         984,879,971   

Generation

     1,163,050,757         1,085,422,840         984,879,971   

Regulated customers

     180,478,765         166,599,553         153,107,195   

Non-regulated customers

     664,648,555         658,206,673         605,123,358   

Spot market sales

     279,010,162         237,107,416         198,576,158   

Other customers

     38,913,275         23,509,198         28,073,260   

Other sales

     7,290,918         476,853         —     

Natural gas sales

     7,290,918         476,853         —     

Revenue from other services

     68,124,473         68,514,547         12,752,543   

Tolls and transmission

     64,775,313         51,448,733         6,094,776   

Rent of equipment

     70,485         —           —     

Engineering services

     1,510,084         3,229,708         5,006,203   

Other services

     1,768,591         13,836,106         1,651,564   
  

 

 

    

 

 

    

 

 

 

Total operating revenue

     1,238,466,148         1,154,414,240         997,632,514   
  

 

 

    

 

 

    

 

 

 

 

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Other Operating Income

   For the years ended  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Other revenue (*)

     64,649,040         61,145,248         59,762,114   
  

 

 

    

 

 

    

 

 

 

Total other operating income

     64,649,040         61,145,248         59,762,114   
  

 

 

    

 

 

    

 

 

 

 

  (*) For the years ended December 31, 2015, includes ThCh$ 52,400,888 (ThCh$ 39,282,571 and ThCh$ 33,846,438 for the years ended December 31, 2014 and 2013, respectively) from availability agreements in effect starting in December 2012 between our subsidiary Central Costanera S.A. and CAMMESA.

 

24. RAW MATERIALS AND CONSUMABLES USED

The detail of raw materials and consumables presented in profit or loss for the years ended December 31, 2015, 2014 and 2013 is as follows:

 

     For the years ended  

Raw Materials and Consumables

       12-31-2015    
ThCh$
         12-31-2014    
ThCh$
         12-31-2013    
ThCh$
 

Energy purchases

     (181,642,178      (108,348,536      (113,257,831

Fuel consumption (*)

     (140,545,782      (100,755,311      (96,236,839

Transportation costs

     (104,202,321      (103,553,233      (84,159,191

Other raw materials and consumables

     (55,356,908      (56,584,448      (42,323,777
  

 

 

    

 

 

    

 

 

 

Total

     (481,747,189      (369,241,528      (335,977,638
  

 

 

    

 

 

    

 

 

 

 

  (*) See Note 9.

 

25. EMPLOYEE BENEFITS EXPENSE

Employee expenses recognized in profit or loss for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Employee Benefits Expense

   For the years ended  
       12-31-2015    
ThCh$
         12-31-2014    
ThCh$
         12-31-2013    
ThCh$
 

Wages and salaries

     (65,665,888      (57,153,307      (46,023,568

Post-employment benefit obligations expense

     (1,844,857      (1,080,196      (955,433

Social security and other contributions

     (15,447,105      (11,563,083      (12,945,061

Other employee expenses

     (2,270,696      (248,283      (224,857
  

 

 

    

 

 

    

 

 

 

Total

     (85,228,546      (70,044,869      (60,148,919
  

 

 

    

 

 

    

 

 

 

 

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26. DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

The detail of depreciation, amortization and impairment losses recognized in profit or loss for the years ended December 31, 2015, 2014 and 2013 is as follows:

 

     For the years ended  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Depreciation

     (106,487,360      (98,785,594      (95,674,678

Amortization

     (1,918,304      (5,050,741      (1,379,657

Total depreciation and amortization

     (108,405,664      (103,836,335      (97,054,335

Losses from impairment (*)

     (4,813,372      (2,057,856      (6,523,091
  

 

 

    

 

 

    

 

 

 

Total depreciation and amortization and impairment losses

     (113,219,036      (105,894,191      (103,577,426
  

 

 

    

 

 

    

 

 

 

 

(*) Impairment Losses

   For the years ended  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Impairment reversal (loss) on financial assets (see Note 7)

     (4,781,326      (869,239      76,227   

Impairment loss on property, plant and equipment (see Note 14)

     (32,046      (1,188,617      (6,599,318

Total

     (4,813,372      (2,057,856      (6,523,091
  

 

 

    

 

 

    

 

 

 

 

27. OTHER EXPENSES BY NATURE

Other miscellaneous operating expenses for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Other Expenses

  For the years ended  
      12-31-2015    
ThCh$
        12-31-2014    
ThCh$
        12-31-2013    
ThCh$
 

Professional, outsourced and other services

    (12,420,353     (12,628,535     (8,304,552

Other supplies and services

    (11,487,128     (8,915,875     (8,336,771

Insurance premiums

    (18,671,095     (13,507,356     (10,518,069

Taxes and charges

    (11,360,331     (2,242,872     (7,731,180

Repairs and maintenance

    (11,035,807     (11,971,605     (11,696,692

Marketing, public relations and advertising

    (683,569     (334,152     (338,765

Leases and rental costs

    (1,424,520     (1,525,709     (1,119,001

Environmental expenses

    (1,076,425     (991,592     (417,966

Other supplies

    (4,309,671     (5,705,879     (2,827,161

Travel expenses

    (656,362     (517,295     (389,286

Indemnities and fines

    (165,761     (1,695,148     (861,232
 

 

 

   

 

 

   

 

 

 

Total

    (73,291,022     (60,036,018     (52,540,675
 

 

 

   

 

 

   

 

 

 

 

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28. FINANCIAL RESULTS

Financial income and costs for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Financial Income

   For the years ended  
       12-31-2015    
ThCh$
         12-31-2014    
ThCh$
         12-31-2013    
ThCh$
 

Term deposits and other fixed-income investments

     58,892,797         12,612,215         11,863,619   

Other financial income

     407,523         81,355,382         3,273,847   
  

 

 

    

 

 

    

 

 

 

Total

     59,300,320         93,967,597         15,137,466   
  

 

 

    

 

 

    

 

 

 

Financial Costs

   For the years ended  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Financial costs

     (87,794,374      (65,211,336      (66,695,425

Bank loans

     (15,729,436      (16,616,920      (17,550,897

Secured and unsecured liabilities

     (74,589,457      (78,729,951      (55,830,043

Valuation of financial derivatives

     (315,519      (439,151      (473,911

Provisions

     (217,483      645,130         —     

Post-employment benefit obligations

     (2,560,978      (2,258,362      (1,746,002

Capitalized borrowing costs

     40,263,391         40,012,531         23,519,951   

Other financial costs (*)

     (34,644,892      (7,824,613      (14,614,523

Foreign currency exchange gains (losses), net (1)

     96,180,972         (20,192,761      (11,576,858

Gains

     164,965,489         26,949,322         33,457,324   

Losses

     (68,784,517      (47,142,083      (45,034,182
  

 

 

    

 

 

    

 

 

 

Total Financial Costs

     8,386,598         (85,404,097      (78,272,283
  

 

 

    

 

 

    

 

 

 

Total Financial Results

     67,686,918         8,563,500         (63,134,817
  

 

 

    

 

 

    

 

 

 

 

  (*) On December 31, 2014 our combined subsidiary Central Costanera S.A. was forgiven interest owed to Mitsubish and the present value of the Mitsubishi debt amounting to ThCh$84,534,955, under a restructuring agreement for this debt. The main conditions of the restructuring agreement include: the forgiveness of interest due and accrued as of September 30, 2014; the rescheduling of capital repayments over a period of 18 years, with a 12 month grace period so that obligations must be fully repaid before December 15, 2032; a minimum annual payment of US$3,000,000 in principal in quarterly instalments at an interest rate of 0.25% per annum; the maintenance of a pledge over assets and restrictions on the payment of dividends.

The effects on financial results from exchange differences and the application of indexed assets and liabilities originated from the following:

 

(1) Foreign currency exchange losses, net

   For the years ended  
       12-31-2015    
ThCh$
         12-31-2014    
ThCh$
         12-31-2013    
ThCh$
 

Cash and cash equivalents

     1,224,719         1,697,907         1,344,567   

Other financial assets (derivative instruments)

     158,148,383         16,998,599         27,129,918   

Other non-financial assets

     965,197         589,555         —     

Trade and other accounts receivable

     (4,831,077      (2,923,337      (3,725,260

Other financial liabilities (financial debt and derivative instruments)

     (34,567,814      (32,626,374      (33,326,873

Trade and other accounts payable

     (1,743,585      (1,908,775      (228,360

Other non-financial liabilities

     (23,014,851      (2,020,336      (2,770,850

Total

     96,180,972         (20,192,761      (11,576,858
  

 

 

    

 

 

    

 

 

 

 

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29. INCOME TAXES

The following table presents the components of the income tax (expense)/benefit recognized in the accompanying Combined Statement of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013:

 

Current Income Tax and Adjustments to Current Income
Tax for Previous Periods

   For the years ended  
       12-31-2015    
ThCh$
         12-31-2014    
ThCh$
         12-31-2013    
ThCh$
 

Current income tax

     (228,736,117      (219,525,684      (165,130,899

Tax benefit arising from previously unrecognized tax credit of prior period used to reduce current tax expense

     14,529,770         13,376,346         —    

Adjustments to current tax from the previous period

     (1,360,544      (217,951      (1,033,731

Other current tax expense

     (2,852,706      (25,942      (4,084,483

Current tax expense, net

     (218,419,597      (206,393,231      (170,249,113

Benefit/(expense) from deferred taxes for origination and reversal of temporary differences

     (38,557,814      (18,334,897      2,326,472   

Benefit from deferred taxes due to changes in tax rate or the introduction of new taxes (*)

     —          20,677,076         10,452   

Adjustments to deferred tax from the previous period

     728,155         —          —    

Total deferred tax (expense)/ benefit

     (37,829,659      2,342,179         2,336,924   

Income tax expense

     (256,249,256      (204,051,052      (167,912,189
  

 

 

    

 

 

    

 

 

 

 

  (*) See Note 15.c, d.

 

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The following table reconciles the computed income tax expense resulting from applying the applicable statutory tax rate to “Profit before income taxes” and the actual income tax expense recognized in the accompanying Combined Statement of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013:

 

Reconciliation of Tax Expense

       RATE    
%
    Year ended
    12-31-2015    
ThCh$
        RATE    
%
        Year ended    
12-31-2014
ThCh$
        RATE    
%
        Year ended    
12-31-2013
ThCh$
 

PROFIT BEFORE TAX

       667,424,799          693,958,987          546,252,374   

Income tax expense using statutory rate

     (22.50 %)      (150,170,580     (21.00 %)      (145,731,388     (20.00 %)      (109,250,475

Tax effect of rates applied in other countries

     (12.43 %)      (82,973,821     (11.16 %)      (77,448,621     (10.70 %)      (58,441,486

Tax effect of non-taxable revenues

     3.76     25,119,696        14.31     99,293,836        9.89     54,036,599   

Tax effect of non-tax-deductible expenses

     (2.24 %)      (14,963,147     (11.65 %)      (80,876,742     (7.57 %)      (41,349,671

Tax effect from change in tax rate (*)

     —         —         2.98     20,677,078        0.00     10,451   

Tax effect of adjustments to current taxes in previous periods

     (0.20 %)      (1,360,544     (0.03 %)      (217,951     (0.19 %)      (1,033,731

Tax effect of adjustments to deferred taxes in previous periods

     0.11     728,155        —         —         —         —    

Price level restatement for tax purposes (investments and equity)

     (4.89 %)      (32,629,015     (2.85 %)      (19,747,264     (2.18 %)      (11,883,877

Total adjustments to tax expense using statutory rates

     (15.89 %)      (106,078,676     (8.40 %)      (58,319,664     (10.74 %)      (58,661,715

Actual income tax expense

     (38.39 %)      (256,249,256     (29.40 %)      (204,051,052     (30.74 %)      (167,912,190

 

  (*) See Note 15.c.

The principal temporary differences are detailed in Note 15.a.

 

30. GEOGRAPHIC INFORMATION

Since Endesa Américas has been established as a legal entity afther the reporting date, as of December 31, 2015 no chief operating decision maker existed for this Combined Group. Consequently, the Combined Group does not yet have any operating segments as the term is defined under IFRS 8 Operating Segments. The following supplemental financial information of financial position, results of operations and cash flows by geographical location is provided to enhance the understanding the Combined Group. It is not intended to, and does not, present operating segment information in accordance with IFRS 8.

The supplemental financial information has been organized by the geographical areas in which the Combined Group operates:

 

    Chile

 

    Argentina

 

    Peru

 

    Colombia

The accounting policies used to determine the supplement geographic information are the same as those used in the preparation of the Combined Group’s combined financial statements.

 

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The following tables present the supplemental financial information.

 

Country

  Chile     Argentina     Colombia     Peru     Eliminations     Total  
    12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014  

ASSETS

  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

CURRENT ASSETS

    44,952,332        96,302,445        73,356,684        56,079,003        172,957,081        329,704,908        120,047,316        121,446,536        (16,264,753     (77,660,917     395,048,660        525,871,975   

Cash and cash equivalents

    13,726,062        12,441,019        12,506,189        13,044,779        66,939,947        224,564,345        19,140,932        48,392,087        —          —          112,313,130        298,442,230   

Other current financial assets

    2,649,187        2,924,888        —          —          2,992,716        20,460,311        —          —          —          —          5,641,903        23,385,199   

Other current non-financial assets

    48        —          476,272        1,436,607        7,812,064        9,272,519        6,047,665        19,564,358        —          —          14,336,049        30,273,484   

Trade and other current receivables, net

    15,361        32,544        51,017,313        31,777,379        80,179,914        53,822,823        67,848,615        30,523,540        78,761        32        199,139,964        116,156,318   

Current accounts receivable from related parties

    28,561,674        80,903,994        6,776,018        7,651,647        7,299,356        7,818,044        11,346,222        7,413,257        (16,343,514     (77,660,949     37,639,756        26,125,993   

Inventories

    —          —          2,580,892        2,121,378        7,727,748        12,342,664        15,618,252        14,435,895        —          —          25,926,892        28,899,937   

Current income tax receivables

    —          —          —          47,213        5,336        1,424,202        45,630        1,117,399        —          —          50,966        2,588,814   

NON-CURRENT ASSETS

    1,075,138,295        1,075,119,472        386,138,335        297,803,641        1,807,828,820        1,787,224,363        808,405,917        816,077,567        (582,853,997     (499,379,977     3,494,657,370        3,476,845,066   

Other non-current financial assets

    —          —          —          29,855        612,676        1,170,931        13,305        16,167        —          —          625,981        1,216,953   

Other non-current non-financial assets

    —          —          2,151,832        1,255,693        1,087,678        1,075,811        —          —          —          —          3,239,510        2,331,504   

Trade and other non-current receivables, net

    —          —          228,882,636        139,038,803        1,942,064        2,177,709        —          —          —          —          230,824,700        141,216,512   

Investments accounted for using the equity method

    1,075,104,160        1,075,079,502        2,591,104        2,732,534        —          —          40,166,814        48,358,846        (671,523,114     (585,314,821     446,338,964        540,856,061   

Intangible assets other than goodwill

    —          —          —          —          20,180,823        22,960,562        10,902,866        10,639,358        —          —          31,083,689        33,599,920   

Goodwill

    —          —          1,070,609        1,401,472        4,285,458        4,886,065        6,675,472        8,527,161        88,669,117        85,934,844        100,700,656        100,749,542   

Property, plant and equipment

    —          —          151,404,223        153,233,565        1,761,539,131        1,707,545,357        750,647,460        748,536,035        —          —          2,663,590,814        2,609,314,957   

Deferred income tax assets

    34,135        39,970        37,931        111,719        18,180,990        47,407,928        —          —          —          —          18,253,056        47,559,617   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    1,120,090,627        1,171,421,917        459,495,019        353,882,644        1,980,785,901        2,116,929,271        928,453,233        937,524,103        (599,118,750     (577,040,894     3,889,706,030        4,002,717,041   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-95


Table of Contents

Country

  Chile     Argentina     Colombia     Peru     Eliminations     Total  

LIABILITIES AND
EQUITY

  12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014  
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

CURRENT LIABILITIES

    582,153        66,254,194        173,676,300        140,463,117        349,716,663        500,427,460        126,541,945        95,676,184        24,491,163        (77,660,949     675,008,224        725,160,006   

Other current financial liabilities

    417,400        —          30,356,958        29,204,543        135,606,953        90,868,809        54,636,930        24,321,508        —          —          221,018,241        144,394,860   

Trade and other current payables

    158,892        26,431,188        93,731,808        80,964,391        89,385,377        194,459,886        60,078,132        57,377,029        16,310,515        388,357        259,664,724        359,620,851   

Current accounts payable to related parties

    5,861        39,677,940        10,286,971        13,946,683        22,926,498        131,257,351        6,728,271        6,228,108        8,180,648        (78,049,306     48,128,249        113,060,776   

Provisions

    —          —          2,744,275        666,299        72,379,365        24,071,622        3,811,965        2,681,490        —          —          78,935,605        27,419,411   

Current income tax liabilities

    —          —          36,556,288        6,819,509        28,563,318        55,331,792        190,505        760,776        —          —          65,310,111        62,912,077   

Other current non-financial liabilities

    —          145,066        —          8,861,692        855,152        4,438,000        1,096,142        4,307,273        —          —          1,951,294        17,752,031   

NON-CURRENT LIABILITIES

    199,807        345,751        115,955,352        101,749,459        831,187,907        883,041,284        229,436,392        275,049,420        —          315,064        1,176,779,458        1,260,500,978   

Other non-current financial liabilities

    —          —          38,637,260        44,052,205        781,500,275        862,784,448        76,786,584        140,731,046        —          —          896,924,119        1,047,567,699   

Other non-current payables

    —          —          39,373,175        —          —          —          —          —          —          —          39,373,175        —     

Other non-current provisions

    —          —          —          —          32,991,301        465,509        3,482,202        3,226,928        —          —          36,473,503        3,692,437   

Deferred income tax liabilities

    —          —          34,053,980        27,977,026        —          —          129,707,927        130,297,810        —          —          163,761,907        158,274,836   

Non-current provisions for employee benefits

    199,807        345,181        3,890,937        3,994,647        16,696,331        19,791,327        761,267        793,636        —          —          21,548,342        24,924,791   

Other non-current non-financial liabilities

    —          570        —          25,725,581        —          —          18,698,412        —          —          315,064        18,698,412        26,041,215   

EQUITY

    1,119,308,667        1,104,821,972        169,863,367        111,670,068        799,881,331        733,460,527        572,474,896        566,798,499        (623,609,913     (499,695,009     2,037,918,348        2,017,056,057   

Equity attributable to the Parent Company

    1,119,308,667        1,104,821,972        169,863,367        111,670,068        799,881,331        733,460,527        572,474,896        566,798,499        (623,609,913     (499,695,009     1,173,699,430        1,224,709,595   

Allocated capital

    877,910,726        758,944,075        38,308,208        50,147,052        146,498,021        167,029,702        312,948,407        201,338,557        (476,231,533     (278,025,557     899,433,829        899,433,829   

Retained earnings

    591,094,053        512,170,634        52,817,928        14,567,871        217,958,121        110,289,985        39,261,286        130,039,328        373,897,716        409,042,471        1,275,029,104        1,176,110,289   

Other reserves, including

    (349,696,112     (166,292,737     78,737,231        46,955,145        435,425,189        456,140,840        220,265,203        235,420,614        (521,276,096     (630,711,923     (1,000,763,503     (850,834,523

Non-controlling interests

    —          —          —          —          —          —          —          —          —          —          864,218,918        792,346,462   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

    1,120,090,627        1,171,421,917        459,495,019        353,882,644        1,980,785,901        2,116,929,271        928,453,233        937,524,103        (599,118,750     (577,040,894     3,889,706,030        4,002,717,041   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-96


Table of Contents

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

Country

  Chile     Argentina     Colombia     Peru     Eliminations     Total  

STATEMENTS OF COMPREHENSIVE
INCOME

  12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013  
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

REVENUES AND OTHER OPERATING INCOME

    4,082,290        5,160,988        3,102,453        140,398,934        105,265,322        131,443,285        778,755,553        753,373,023        639,503,535        382,452,710        353,794,700        283,805,991        (2,574,299     (2,034,545     (460,636     1,303,115,188        1,215,559,488        1,057,394,628   

Revenue from ordinary activities

    4,082,290        5,160,988        3,102,453        87,358,681        62,653,767        97,596,845        769,676,923        744,252,510        634,847,624        379,922,553        344,381,520        262,546,228        (2,574,299     (2,034,545     (460,636     1,238,466,148        1,154,414,240        997,632,514   

Energy sales

    —          —          —          87,130,828        51,748,523        95,315,523        762,280,521        743,649,327        634,181,459        313,639,408        290,024,990        255,382,989        —          —          —          1,163,050,757        1,085,422,840        984,879,971   

Other sales

    —          —          —          —          —          —          7,290,918        476,853        —          —          —          —          —          —          —          7,290,918        476,853        —     

Other services rendered

    4,082,290        5,160,988        3,102,453        227,853        10,905,244        2,281,322        105,484        126,330        666,165        66,283,145        54,356,530        7,163,239        (2,574,299     (2,034,545     (460,636     68,124,473        68,514,547        12,752,543   

Other operating revenue

    —          —          —          53,040,253        42,611,555        33,846,440        9,078,630        9,120,513        4,655,911        2,530,157        9,413,180        21,259,763        —          —          —          64,649,040        61,145,248        59,762,114   

RAW MATERIALS AND CONSUMABLES

    —          —          —          (9,172,467     (15,204,196     (36,478,648     (321,528,664     (220,302,722     (204,419,041     (151,046,058     (133,734,610     (95,079,949     —          —          —          (481,747,189     (369,241,528     (335,977,638

Energy purchases

    —          —          —          (1,320,312     (4,795,537     (15,687,976     (162,261,692     (80,294,031     (87,695,910     (18,060,174     (23,258,968     (9,873,945     —          —          —          (181,642,178     (108,348,536     (113,257,831

Fuel consumption

    —          —          —          (1,829,786     (1,531,860     (9,173,816     (62,987,536     (33,015,871     (34,870,502     (75,728,460     (66,207,580     (52,192,521     —          —          —          (140,545,782     (100,755,311     (96,236,839

Transportation expenses

    —          —          —          (1,775,433     (2,765,795     (4,541,378     (64,562,969     (68,739,282     (59,719,072     (37,863,919     (32,048,156     (19,898,741     —          —          —          (104,202,321     (103,553,233     (84,159,191

Other miscellaneous supplies and services

    —          —          —          (4,246,936     (6,111,004     (7,075,478     (31,716,467     (38,253,538     (22,133,557     (19,393,505     (12,219,906     (13,114,742     —          —          —          (55,356,908     (56,584,448     (42,323,777

CONTRIBUTION MARGIN

    4,082,290        5,160,988        3,102,453        131,226,467        90,061,126        94,964,637        457,226,889        533,070,301        435,084,494        231,406,652        220,060,090        188,726,042        (2,574,299     (2,034,545     (460,636     821,367,999        846,317,960        721,416,990   

Other work performed by the entity and capitalized

    —          —          —          3,587,125        4,717,344        2,994,025        5,344,745        5,763,279        5,001,430        431,498        550,306        360,712        2,574,299        1,673,387        —          11,937,667        12,704,316        8,356,167   

Employee benefits expense

    (407,906     (398,886     (395,543     (47,917,980     (35,160,437     (28,253,599     (20,843,530     (20,155,909     (18,284,458     (16,059,130     (14,329,637     (13,215,319     —          —          —          (85,228,546     (70,044,869     (60,148,919

Other expenses

    (1,912,324     (360,850     (313,807     (16,568,251     (13,992,507     (13,905,969     (29,624,993     (24,525,495     (20,227,858     (25,185,454     (21,518,324     (18,553,677     —          361,158        460,636        (73,291,022     (60,036,018     (52,540,675

GROSS OPERATING RESULT

    1,762,060        4,401,252        2,393,103        70,327,361        45,625,526        55,799,094        412,103,111        494,152,176        401,573,608        190,593,566        184,762,435        157,317,758        —          —          —          674,786,098        728,941,389        617,083,563   

Depreciation and amortization expense

    —          —          —          (23,043,075     (17,588,468     (20,870,696     (39,129,529     (43,831,768     (37,656,687     (46,233,060     (42,416,099     (38,526,952     —          —          —          (108,405,664     (103,836,335     (97,054,335

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          —          —          (81,595     —          (109,059     (787,644     76,227        (4,704,313     (1,188,617     (6,599,318     —          —          —          (4,813,372     (2,057,856     (6,523,091

NET OPERATING INCOME

    1,762,060        4,401,252        2,393,103        47,284,286        27,955,463        34,928,398        372,864,523        449,532,764        363,993,148        139,656,193        141,157,719        112,191,488        —          —          —          561,567,062        623,047,198        513,506,137   

FINANCIAL RESULT

    530,715        (4,284,233     11,086,404        117,190,765        49,186,699        (36,683,640     (39,888,958     (34,612,888     (26,968,562     (10,145,604     (7,267,238     (8,116,369     —          5,541,160        (2,452,650     67,686,918        8,563,500        (63,134,817

Financial income

    78,056        443,158        390,116        55,319,485        81,628,144        2,824,892        3,304,656        11,360,916        11,243,116        598,123        535,379        909,512        —          —          (230,170     59,300,320        93,967,597        15,137,466   

Term deposits and other fixed-income investments

    78,056        443,158        159,945        55,274,668        1,817,052        2,806,729        2,942,337        9,851,892        7,992,712        597,736        500,113        904,233        —          —          —          58,892,797        12,612,215        11,863,619   

Other financial income

    —          —          230,171        44,817        79,811,092        18,163        362,319        1,509,024        3,250,404        387        35,266        5,279        —          —          (230,170     407,523        81,355,382        3,273,847   

Financial costs

    (3,126,870     (2,261,919     (1,551,540     (32,441,083     (11,071,561     (18,723,405     (44,086,055     (44,883,364     (38,653,807     (8,140,366     (6,994,492     (7,996,843     —          —          230,170        (87,794,374     (65,211,336     (66,695,425

Bank loans

    —          —          —          (5,338,424     (8,082,579     (8,921,508     (8,596,624     (6,304,441     (6,801,893     (1,794,388     (2,229,900     (1,827,496     —          —          —          (15,729,436     (16,616,920     (17,550,897

Secured and unsecured liabilities

    —          —          —          —          —          —          (71,452,386     (74,994,653     (51,294,445     (3,137,071     (3,735,298     (4,535,598     —          —          —          (74,589,457     (78,729,951     (55,830,043

Other

    (3,126,870     (2,261,919     (1,551,540     (27,102,659     (2,988,982     (9,801,897     35,962,955        36,415,730        19,442,531        (3,208,907     (1,029,294     (1,633,749     —          —          230,170        2,524,519        30,135,535        6,685,515   

Foreign currency exchange losses, net

    3,579,529        (2,465,472     12,247,828        94,312,363        (21,369,884     (20,785,127     892,441        (1,090,440     442,129        (2,603,361     (808,125     (1,029,038     —          5,541,160        (2,452,650     96,180,972        (20,192,761     (11,576,858

Positive

    15,185,792        13,428,723        20,015,266        147,904,024        13,670,821        15,593,040        1,875,433        1,172,568        740,030        240        904        618        —          (1,323,694     (2,891,630     164,965,489        26,949,322        33,457,324   

Negative

    (11,606,263     (15,894,195     (7,767,438     (53,591,661     (35,040,705     (36,378,167     (982,992     (2,263,008     (297,901     (2,603,601     (809,029     (1,029,656     —          6,864,854        438,980        (68,784,517     (47,142,083     (45,034,182

Share of profit of investments accounted for using the equity method

    33,198,282        55,319,910        84,856,568        1,708,547        (153,555     144,312        —          —          —          3,772,832        6,432,056        10,036,958        —          —          —          38,679,661        61,598,411        95,037,838   

Other gains, net

    —          —          —          (436,609     622,942        725,673        (110,332     74,183        310,238        38,099        52,753        (192,695     —          —          —          (508,842     749,878        843,216   

Gain (loss) from other investments

    —          —          —          —          668,100        725,673        —          —          —          —          —          —          —          —          —          —          668,100        725,673   

Gain (loss) from the sale of assets

    —          —          —          (436,609     (45,158     —          (110,332     74,183        310,238        38,099        52,753        (192,695     —          —          —          (508,842     81,778        117,543   

Income before tax

    35,491,057        55,436,929        98,336,075        165,746,989        77,611,549        (885,257     332,865,233        414,994,059        337,334,824        133,321,520        140,375,290        113,919,382        —          5,541,160        (2,452,650     667,424,799        693,958,987        546,252,374   

Income tax

    (40,617,049     (27,757,029     (21,650,895     (56,407,124     (21,104,876     (8,988,962     (120,958,374     (126,163,971     (106,510,265     (38,266,709     (29,025,176     (30,762,067     —          —          —          (256,249,256     (204,051,052     (167,912,189

NET PROFIT

    (5,125,992     27,679,900        76,685,180        109,339,865        56,506,673        (9,874,219     211,906,859        288,830,088        230,824,559        95,054,811        111,350,114        83,157,315        —          5,541,160        (2,452,650     411,175,543        489,907,935        378,340,185   

Net profit attributable to:

    (5,125,992     27,679,900        76,685,180        109,339,865        56,506,673        (9,874,219     211,906,859        288,830,088        230,824,559        95,054,811        111,350,114        83,157,315        —          5,541,160        (2,452,650     411,175,543        489,907,935        378,340,185   

Parent Company

                                  180,532,061        220,154,609        180,783,612   

Non-controlling interests

                                  230,643,482        269,753,326        197,556,573   

Country

  Chile     Argentina     Colombia     Peru     Eliminations     Total  
  12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013     12-31-2015     12-31-2014     12-31-2013  

STATEMENT OF CASH FLOW

  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Cash flow from (used in) operating activities

    4,895,003        (755,692     1,998,178        71,449,572        73,261,969        23,604,635        254,539,611        364,425,931        273,903,244        144,659,247        131,371,133        96,410,549        (2,540,818     (407,290     (529,835     473,002,615        567,896,051        395,386,771   

Cash flow from (used in) investment activities

    123,010,330        225,357,810        131,847,619        (50,193,057     (46,912,356     (39,495,666     (159,371,575     (185,214,366     (125,834,718     (32,455,858     (21,749,651     (4,785,154     (114,333,695     (108,128,882     (80,477,578     (233,343,855     (136,647,445     (118,745,497

Cash flows from (used in) financing activities

    (127,383,436     (232,307,811     (116,489,811     (18,352,756     (20,558,700     16,625,223        (259,847,758     (151,340,516     (104,425,180     (141,981,410     (97,913,910     (94,269,560     116,874,513        108,536,172        81,007,413        (430,690,847     (393,584,765     (217,551,915

 

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The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

31. THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

31.1    Direct guarantees

 

Creditor of

Guarantee

 

Debtor

  Type
of
guarantee
  Assets Committed     Balance Pending as of     Guarantees Released  
      Type   Currency     Book
Value
     
 

Company

  Relationship           Currency     12-31-15     12-31-14     2016     Assets     2017     Assets     2018     Assets  

Mitsubishi Corporation

  Central Costanera S.A.   Creditor   Pledge   Combined cycle   ThCh$          10,804,894      ThCh$          34,838,333        73,177,119        —          —          —          —          —          —     

Credit Suisse First Boston

  Central Costanera S.A.   Creditor   Pledge   Combined cycle   ThCh$          3,098,134      ThCh$          1,183,600        3,033,750        —          —          —          —          —          —     

Citibank N.A.

  Endesa Argentina S.A.   Creditor   Pledge   Cash deposit   ThCh$          435,681      ThCh$          435,681        702,470        —          —          —          —          —          —     

As of December 31, 2015 and 2014, the amount of the Combined Group’s property, plant and equipment pledged as collateral for liabilities amounted to ThCh$ 13,903,028 and ThCh$ 21,952,283, respectively.

As of December 31, 2015 and 2014, the Combined Group had future energy purchase commitments totalled ThCh$ 10,256,783 and ThCh$ 27,059,338, respectively.

31.2    Indirect guarantees

As of December 31, 2015 and 2014 the Combined Group did not have indirect guarantees. As explained in Note 2.1 Basis of preparation, stand-alone debt of Endesa (Parent) has been allocated 100% to Endesa Chile. However the result of the spin-off of Empresa Nacional de Electricidad S.A. (for more details see Note 35 Subsequent events), dated March 1, 2016, Endesa Américas S.A. has become joint debtor on local bonds allocated to Endesa Chile, whose outstanding notional amount as of December 31, 2015 totalled UF 12.8 million.

31.3    Litigation and arbitration

As of the date of these Combined Financial Statements, the most relevant contingent liabilities involving the Combined Group, for which no provisions have been recognized because management believes that a present obligation does not exists, are as follows:

 

  a) Pending lawsuits of combined entities

Empresa Generadora de Energía Eléctrica S.A. (Emgesa)

 

  1.

In 2001, a lawsuit was filed against Emgesa, as well as the non-related companies, Empresa de Energía de Bogotá S.A. E.S.P. (EEB) and Corporación Autónoma Regional de Cundinamarca (CAR for its acronym in Spanish), by the residents of Sibaté, in the Colombian Department of Cundinamarca. This lawsuit seeks to hold the defendants jointly liable for the damages and prejudices derived from the pollution to the El Muñá dam reservoir, resulting from the pumping of polluted waters from the Bogotá River by Emgesa. Emgesa has denied these allegations arguing, among others, that it does not have any responsibility since it receives the waters already contaminated. The plaintiffs’ initial demand was for approximately CPs 3,000 billion (approximately ThCh$ 675,000,000). Emgesa filed a motion for the joinder of numerous public and private entities that dump into the waters of the Bogotá River or that in any way are responsible for the environmental stewardship of the river basin. The Third Section of the State Council has received the petition and ordered certain companies joined as defendants. In January 2013, several of the defendants filed responses to the complaint. In June 2013, a motion to annul the

 

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  proceedings was denied. The resolving preliminary objections and the summons to a conciliation hearing are currently pending. In June 2015 a resolution was enacted instructing the dismissal of EEB by reason of a nullity defect, as well as the exclusion of those entities that had been identified by the Cundinamarca Administrative Court as defendants for having polluted the waters of Bogotá River, which had been confirmed by the State Council. A motion for reversal was filed against this decision, or an appeal. The resolution of such actions is pending.

 

  2. A class action lawsuit has been filed by residents of the Colombian Municipality of Garzón, alleging that the construction of the El Quimbo hydroelectric project has caused the plaintiffs’ income from handicrafts or entrepreneurial activities to decrease by an average of 30%. The lawsuit claims the decrease was not considered when the project’s social-economic impact report was drafted. Emgesa has denied these allegations on the basis that (i) the social-economic impact report complied with all methodological criteria, including giving all interested parties the opportunity to be registered in the report, (ii) the plaintiffs are not residents and therefore, compensation is allowed only for those whose revenues are, in their majority, coming from of their activity in the direct area of influence of the El Quimbo hydroelectric project and (iii) compensation must not go beyond the “first link” of the production chain and must be based on the status of the income indicators of each affected person. A proceeding was filed in parallel by 38 inhabitants of the Municipality of Garzón, who are claiming compensation for being affected by the El Quimbo hydroelectric project since they were not included in the social-economic impact report. A mandatory settlement hearing was unsuccessful. The court ordered a test, which is currently in the preliminary phase. In the parallel proceeding, an exception previous of pending lawsuit was filed, based on the existence of the principal proceeding. The proposed exception is pending ruling. The amount involved in this proceeding is estimated to be approximately CPs 93 billion (approximately ThCh$ 20,925,000).

 

  3. CAR through Resolution 506, enacted on March 28, 2005 and Resolution 1189, enacted on July 8, 2005, imposed on Emgesa, EEB and Empresa de Acueducto y Alcantarillado de Bogotá (“EAAB”) the execution of construction work on the El Muña dam reservoir, whose effectiveness, among other things, depends on maintaining Emgesa’s water concession. Emgesa filed an action for annulment and reestablishment of Law against these Resolutions before the Administrative Court of Law of Cundinamarca, Section One. The first instance court denied the nullity of these resolutions. Appeals were filed by Emgesa, EEB and EAAB, which are pending a decision. Embesa filed another action for annulment and reestablishment against the CAR for annulment of Article 2 of Resoultion 1318 of 2007 and Article 2 of Resolution 2000 of 2009, both of which required Emgesa to implement a Contingency Plan and to carry out a study on “Air Quality” for the potential suspension of water pumping in the dam reservoir. This action pretends to annul the administrative acts imposed due to impracticability to anticipating the “Air Quality” and implementing the “Contingency Plan”. In this action a favorable accountant expert report was presented, for which it was requested clarification to Emgesa. Clarification of previous expert report and a second expert report to value the works anticipated by the company is still pending. The amount at issue is undetermined.

 

  4.

In February 2015, Emgesa was notified of a Popular Action filed by Comepez S.A. and other fish farming companies located near the Betania dam, on the grounds of protection of the right to a healthy environment, public health and food safety in order to prevent, in the opinion of the plaintiffs, the danger of a massive fish mortality among other damages from the filling of the reservoir for the El Quimbo hydroelectric project dam, also located at the basin of the Magdalena River. Regarding the status of the proceeding, the Huila administrative court issued in February 2015 a preliminary injunction that prevents the filling of the El Quimbo dam reservoir until the river has reached the optimal flow, among other requirements. Emgesa filed a motion for reversal against this decision requesting a probation order and the release of such measure, which motion was denied by the court. The appeal filed by Emgesa was granted only in the remand effect. The preliminary injunction was amended, allowing Emgesa to start filling the dam reservoir. Nevertheless, CAM, the Regional Environmental Authority, in Resolution No. 1503 issued on July 3, 2015 directed Emgesa to

 

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  temporarily stop filling the El Quimbo dam reservoir. The legal actions to be adopted are under analysis by Emgesa, notwithstanding the filling procedure continues normally. The appeal is pending. The Colombian Government, through Decree 1979 has requested the lifting of the generation suspension and reported that Emgesa must abide by such Decree. On December 15, 2015, the Constitutional Court decided that Decree 1979 was unenforceable, and as a result, suspended at midnight of that date the generation of energy at El Quimbo. Emgesa presented the corresponding arguments.

On December 24, 2015, the Colombian Ministry of Energy and Mining and the National Authority of Aquaculture and Fishing (“AUNAP”) filed a writ of protection of constitutional rights to the Civil Courts of Circuito de Neiva as a transitional mechanism to avoid damage, while the Huila administrative court decides on releasing the precautionary measure, and requested the generation of energy at El Quimbo be permitted. They requested such generation be authorized as an interim measure until a ruling on the writ of protection is made. On January 8, 2016, Emgesa was notified of the decision of the Civil Court of Circutio de Neiva which authorized Emgesa to immediately restore the generation of energy as a transitional measure until the Huila administrative court decides on releasing the precautionary measure. The amount involved in this proceeding is undetermined.

Edegel S.A.A. (Edegel)

 

  1. The fiscal authority in Peru, SUNAT (in Spanish Superintendencia Nacional de Administración Tributaria), questioned Edegel in 2001 regarding the manner in which it was accounting for the valuation of its depreciating assets. Edegel had conducted a voluntary reevaluation for the 1996 fiscal year, and as a result of such reevaluation it recorded a reduction of goodwill with respect to assets. This depreciation was recorded as an expense. The amount rejected by SUNAT is related to financial interest paid during the construction phase of the power plants. SUNAT claims (i) that Edegel has not demonstrated that it was necessary to obtain financing to build the power plants and (ii) that such financing was actually incurred. Edegel has responded that SUNAT cannot request such evidence because the reevaluation assigns the assets a market value when the reevaluation was performed, instead of the historical value of the assets. In this case, the methodology considered that the power plants of such scale were built with financings. In addition, Edegel claimed that if SUNAT disagreed with the valuation, it should have conducted its own appraisal, which it failed to do. On February 2, 2012, the Tax Court (TF) issued a ruling for the 1999 fiscal year in favor of two of Edegel’s power plants, and against four power plants, based on the fact that a verified financing was only evidenced for the first two power plants. Consequently, the TF ordered SUNAT to recalculate the taxes payable by Edegel, which amounted to ThCh$ 8,474,708 (€11 million) that were paid by Edegel in June 2012. This amount will be recovered if Edegel obtains favorable rulings in the following claims it has subsequently filed:

 

  i) an administrative contentious claim before the Judicial System against the TF’s ruling, filed in May 2012 (which would result in a complete recovery of the taxes); and

 

  ii) a partial appeal against the recalculation that SUNAT performed according to TF’s ruling, on the basis that the recalculation was incorrect, filed in July 2012 (which would result in a partial recovery of the taxes).

In August 2013, Edegel received notice of an unfavorable ruling with respect to claim i). Edegel filed an annulment appeal against the ruling, since the resolution violates its motivation right and it is untimely. In May 2015, Edegel received notice of the resolution of the Court of Appeal which: (i) annulled the resolution from the Justice Department (“JD”) which rejected the petitions of the demand of the company; (ii) declared admitted the claims previously rejected; and (iii) ordered the JD to return to the stage of determination of the controversy points. In June 2015, Edegel received notice from the JD that it declared admitted the claims previously rejected and it had submitted to the attorney general’s office for issuance of a new pronouncement (in Peru when the Government is engaged as a

 

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party in a judicial process an attorney generated a request designated by the Public Ministry must be involved, in order for him to be informed and to opine regarding the controversy. Such opinion is not binding on the judge or the Court that must resolve the litigation).

For the 2000 to 2001 fiscal years, Edegel paid ThCh$ 3,852,140, the equivalent of €5 million, and made a provision of ThCh$ 770,428 (€1 million).

In November 2015, Edegel was notified of Resolution No. 15281-8-2014, stating that the TF had ruled with respect to the indicated appeal by which it was declared annulled the Resolution under the SUNAT objected the loss deductions related to the financial derivative instruments. Then, confirmed the objections related to the non-deductibility of depreciation of the non-accredited technical assistance services rendered to Generandes and the financial interests accrued on the loans for the acquisition of treasury shares. It is important to note that, although the TF’s resolution revoked the objections related to the excess in depreciation of the revalued assets; however, stated that the SUNAT will apply what is resolved in the company’s appeal of Income Taxes filed for the fiscal year 1999 (exp. No. 10099 to 2012), which is still pending resolution.

In December 2015, the TF submission of the case to the SUNAT in order for it to recalculate the debt based on the established criteria was still pending.

For the 1999 fiscal year it is expected that the Judicial System will enact a new resolution on the Edegel lawsuit and that the TF will decide on the partial appeal filed by Edegel. For the 2000 and 2001 fiscal years, Edegel filed new evidence in order to reduce amount of that could be paid from ThCh$ 4,622,568 (€6 million) to ThCh$ 1,001,556 (€1.3 million); however, the TF could determine that the evidence is inadmissible as untimely. In December 2014, the TF enacted a resolution on the appeal filed by Edegel. Notification is expected. TF is expected to forward the case to the SUNAT for the recalculation of the debt according to the established criteria.

The amount involved in these proceedings is S/.63,944,287 (approximately ThCh$ 13,305,207), which is divided between the assets amount of S/.59,819,819 (approximately ThCh$ 12,447,008) and the liabilities amount of S/. 4,124,468 (approximately ThCh$ 858,198).

 

  b) Pending lawsuits of associates

Enel Brasil

 

  1. The Brazilian Internal Revenue Service (IRS) claims an alleged underreporting of dividends by Enel Brasil, than it reported. The Brazilian IRS claims that the total amortization of goodwill (greater value) recorded by Enel Brasil in 2009 in the equity accounts, should have been recorded in the comprehensive income accounts. As a result, the procedure performed was inadequate and a greater profit would have been generated and consequently, a higher amount of dividends distributed. The alleged surplus in dividends was interpreted by the Brazilian IRS as payments to non-residents, which would be subject to a 15% income tax retained at the source. Enel Brasil responded that all the procedures adopted by Enel Brasil were based on the company’s interpretation and in accordance with Brazilian accounting standards (Brazilian GAAP), and confirmed by the external auditor and by a legal opinion from Souza Leão Advogados. Enel Brasil has filed its defense in the administrative first instance and is waiting for an administrative first instance ruling. The amount involved in this proceeding is R$233 million (approximately ThCh$ 42,375,244).

 

       Ampla Energía S.A. (Ampla, subsidiary of our associate Enel Brasil S.A.)

 

  1.

In Brazil, Basilus S/A Serviços, Empreendimentos e Participações (successor to Meridional S/A Serviços, Empreendimentos e Participações from 2008) is the holder of the litigation rights that it acquired from the construction companies Mistral and CIVEL, which had a civil works contract with Centrais Elétricas Fluminense S.A. (CELF). This contract was terminated before CELF’s privatization

 

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  process. Since CELF’s assets were transferred to Ampla during the privatization process, Basilus (previously Meridional) sued Ampla in 1998, arguing that the transfer of the referred assets was done in detriment of its rights. Ampla only acquired assets from CELF, but is not its legal successor since CELF, a state-owned company, still exsits and maintains its legal personality. Basilus demanded payment of pending invoices and contractual penalties for termination of the civil works contract. In March 2009, the court decided in favor of Basilus, and Ampla and the State of Río de Janeiro filed the corresponding appeals. On December 15, 2009, the State Court accepted the appeal and overturned the lower court’s decision obtained by Basilus, in Ampla’s favor. Basilus filed an appeal against the resolution, which was denied. In July 2010, Basilus filed an Appeal under Specific Court Regulations (Agravo Regimental) before the Superior Court of Justice of Brazil, which also rejected the appeal in August 2010. Seeking to overturn such decision, Basilus filed a Petition for Writ of Mandamus (Mandado de Seguranca), which was also rejected. In June 2011, Basilus filed an Appeal to Amendment of Judgment (Embargos de Declaração) in order to clarify a supposed omission by the Superior Court of Justice in the decision on the Petition for Writ of Mandamus, which was not accepted by the court. Against this decision, Basilus filed an Ordinary Appeal (Recurso Ordinario) before the Superior Court of Justice (in Brasilia). On March 28, 2012 the Reporting Justice decided the Ordinary Appeal in favor of Basilus. Ampla and the State of Río de Janeiro filed an Appeal under Specific Court Regulations against the Reporting Justice’s decision, which was accepted by the First Court Room of the Superior Court of Justice on August 28, 2012, determining that the Ordinary Appeal of the Petition for Writ of Mandamus must be submitted to the decision by an en banc session and not by a single Reporting Justice. Basilus challenged the decision. The decision of August 28, 2012 was published on December 10, 2012, and the Appeal to Amendment of Judgment had been filed by Ampla and the State of Río de Janeiro to remedy the existing error in its publication, in order to avoid future divergence. Basilus filed its arguments and on May 27, 2013, the Appeal to Amendment of Judgment filed by Ampla and the State of Río de Janeiro were accepted and the error corrected. On August 25, 2015, the appeal filed by Basilus was rejected. The decision was published on December 10, 2015, and Basilus filed an appeal to Amendment of Judgment, which is pending resolution. The amount involved in this proceeding is estimated to be approximately R$1,344 million (approximately ThCh$ 244,430,592).

 

  2. In December 2001, the Brazilian Federal Constitution was amended to apply the CONFINS tax (Contribuicao para o Financiamento da Seguridade Social), a tax levied on revenues, to electricity energy sales. The Constitution states that the changes on social contributions are effective 90 days after their publication. Ampla started to pay this COFINS tax in April 2002. However, the Brazilian Internal Revenue Service notified Ampla that the 90-day delay of entry into force is applied to statutory amendments, but are not applicable to constitutional amendments, which are effective immediately. In November 2007, the appeal filed before the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, ruled against Ampla. In October 2008, Ampla filed a special appeal that was rejected. On December 30, 2013, Ampla was notified of the decision to reject its position that the COFINS tax payments were not due for the period from December 2001 to March 2002 based on the Constitution providing that legislative changes are effective 90 days after their publication. Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds and was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 120% rather than the previous 130%, of the tax debt and the bond was reduced to € 44 million. Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defense in July 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. The amount involved in this case is estimated to be approximately R$149 million (approximately ThCh$ 27,098,332).

 

  3.

Companhia Brasileira de Antibióticos (Cibran) filed suit against Ampla in order to receive compensation for the loss of products and raw materials, machinery breakdown, among other things that occurred as a consequence of poor service provided by Ampla between 1987 and May 1994 and

 

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  compensation for moral damages. This litigation is related to other five actions filed by Cibran against Ampla based on power outages allegedly caused by Ampla in the period from 1987 to 1994, 1994 to 1999 and part of 2002. The judge decided to conduct a single expert assessment for these various claims, which was in part adverse to Ampla. Ampla challenged such assessment and requested a new expert assessment. On September 5, 2013, the judge rejected the prior petition, whereupon Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) and subsequently a Special Appeal (Agravo de Instrumento), both of which were rejected by the court. Against the latter, Ampla filed a Special Appeal before the Superior Court of Justice, which is pending review. In September 2014, a first instance judgment in one of these proceedings ordered Ampla to pay compensation of R$ 200,000 (approximately ThCh$ 36,373) for moral damages, in addition to the payment of material damages caused due to failures in supply of service, which have to be assessed by an expert in the sentence execution stage. Ampla filed a Clarification Attachment against this ruling that was rejected. In December 2014, Ampla filed an appeal, currently pending decision. On June 1, 2015, a judgement in another of the proceedings ordered Ampla to pay moral damages of R$ 80,000 (approximately ThCh$14,534), in addition to material damages for Ampla’s failures in supply of service of R$ 95,465,103 (approximately ThCh$ 17,362,047) (plus price-level restatement and interest). Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) against this judgement, which was rejected by the court. Ampla has filed an appeal. In the remaining proceedings, a first instance court ruling is pending. The amount involved for all these cases is estimated to be approximately R$374 million (approximately ThCh$ 68,021,285).

 

  4. In August 1996, Ampla obtained a favorable ruling granting it an exemption from paying the COFINS tax for the period prior to the 2001 amendment of the Brazilian Federal Constitution which expressly made electric power operations subject to the COFINS tax. Following the definite decision in favor of Ampla issued in 2010, the Brazilian Treasury attempted to overturn the 1996 decision favorable to Ampla through a recession action. Ampla refiled a suit originally filed in 1996 seeking a refund of its COFINS tax payments from April 1992 to June 1996, based on the favorable ruling in the first lawsuit described above. The suit seeking a refund of the COFINS tax had been suspended pending the resolution of the first lawsuit above. In June 2013, Ampla received a favorable decision entitling it to a refund of its COFINS tax payments for the periods requested. The Brazilian Treasury appealed the decision. In October 2014, the Court of the State of Río de Janeiro ordered a new trial since it considered that the Brazilian Treasury did not have the opportunity to manifest in the prior decision judgment. In May 2015, the Brazilian Treasury presented its final plea and in July 2015 a new favorable first instance ruling entitling Ampla to a refund of its COFINS made from 1992 to 1996 was issued. In August 2015, the tax authorities filed an appeal with the Court of the State of Rio de Janeiro. The sum Ampla has requested as a tax refund amounts to R$ 167 million (approximately ThCh$ 30,371,956).

 

  5. Perma Industria de Bebidas (Perma) filed a lawsuit against Ampla, based on the electric energy tariff adjustment applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. The Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283, of February 28, 1986. On April 16, 2010 a ruling rejected Perma’s request, and Perma filed an appeal against such ruling, which was accepted and Ampla was ordered to pay the amounts unduly collected during 1986. Ampla and Perma each filed a Special Appeal before the Supreme Court of Justice, which were rejected by means of “eligibility trial”. In July 2011, the parties filed a Special Appeal. On December 16, 2015 the ruling was issued, rejecting the Special Appeal filed by the two parties. The amount involved is R$ 73,666,684 (approximately ThCh$ 13,397,612).

 

  6.

The Trade Union of Niterói, representing 2,841 employees, filed a labor claim against Ampla, requesting the payment of salary differences of 26.05% retroactive to February 1989, pursuant to the Economic Plan instituted by Law Decree No.2,335/87. In the court of first instance, the decision was

 

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  partially unfavorable for Ampla. The court ordered payment of the salary differences requested retroactive to February 1, 1989, and legal fees of 15% of such amount. Ampla filed several appeals, among them an Extraordinary Appeal which is currently pending. A mandatory mediation was unsuccessful. In parallel, Ampla has filed a motion for Advanced Dismissal of Enforcement (Exceção de Pré-Executividade) based on the jurisprudence of the Federal Supreme Court, which has previously declared the non-existence of a right acquired on the URP readjustment of Law Decree No.2,335/87. In addition, Ampla alleged the exception of the payment for these readjustments and, alternatively, requested the limitation of this readjustment using October 1989 salaries as a baseline. In the court of first instance, Ampla obtained the declaration of unenforceability of legal title, against which the applicant filed an appeal (Agravo de Petição). The decision was partly favorable regarding the exception of payment, but not regarding the limitation of the salary differences, using October 1989 salaries as a baseline. On September 10, 2014, the court rejected the Special Appeals (Agravo de Instrumento) presented by both parties, who filed a Petition for Clarification of the Decision (Embargos de Aclaración) against this judgment. In June 2015, Ampla presented its arguments to the Court regarding the Extraordinary Appeal filed by the Union, which were rejected by the Court. On December 16, 2015 the Extraordinary Appeal has been submitted to the Superior Court of Law for its judgement. The amount involved in this proceeding is estimated to be approximately R$ 63,678,286 (approximately ThCh$ 11,581,042).

 

  7. In order to fund the purchase of Coelce in 1998, Ampla issued long-term debt abroad through securities called Fixed Rate Notes (FRNs) which were governed by a special tax regime whereby interest payments received by non-resident holders were exempt from taxation in Brazil, as long as the debt was issued with a minimum maturity of 8 years. In 2005, the Brazilian Internal Renenue Service (responsible for tax collection and compliance with tax laws) notified Ampla that the special tax regime did not apply based on its understanding that prepayments were made before the stated maturity, due to the fact that Ampla had received financing in Brazil which was allocated to the FRN holders. Ampla argues that these two transactions are independent and legally valid. The non-application of the special tax regime means that Ampla would have failed to comply with its obligation to retain the tax and to record it as interest payments made to non-resident holders. The tax resolution was appealed and in 2007 the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, annulled it. However, the Brazilian IRS contested this decision before the Superior Chamber of Fiscal Resources (Cámara Superior de Recursos Fiscales), the final administrative appeals level, and on November 6, 2012, it ruled against Ampla. The decision was notified to Ampla on December 21, 2012. On December 28, 2012, Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) before the Superior Chamber of Fiscal Resources in order to obtain a final resolution regarding contradictory points of the decision and to incorporate in it the relevant defense arguments that were omitted. The petition was denied. As a consequence, Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds. Ampla was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 120%, rather than the previous 130%, of the tax debt and the bond was reduced to € 331 million. Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defense on June 27, 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. A final unfavorable decision of the Superior Chamber of Fiscal Resources could lead to a possible criminal proceeding against some employees and managers of Ampla. The amount involved in this case is estimated to be approximately R$ 1,128 million (approximately ThCh$ 205,147,104).

 

  8.

In 2002, the State of Río de Janeiro issued a decree stating that the ICMS (a tax similar to the Chilean Value Added Tax) should be paid and filed on the 10th, 20th and 30th days of the same month of the tax accrual. Ampla continued paying ICMS in accordance with the previous system (filing within five days after the end of the month of its accrual) and did not adopt the new system between September

 

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  2002 and February 2005 due to cash flow issues. Additionally, Ampla filed a lawsuit to dispute the constitutionality of the new filing requirement. These lawsuits were unsuccessful, and Ampla has filed suit alleging constitutional violations before the Brazilian Supreme Federal Tribune. Since March 2005, Ampla has been paying the ICMS according to the new system. In September 2005, the IRF imposed on Ampla a penalty fee and interests due to the delay in filling the ICMS as set forth in the aforementioned decree of 2002. Ampla appealed the resolution before the Administrative Courts, based on the fiscal Amnesty Laws of the State of Río de Janeiro published in 2004 and 2005 (forgiving interest and penalties if the taxpayer paid the taxes due). Ampla alleges that if the aforementioned tax amnesties are found to be inapplicable to it, the law would punish taxpayers that are delayed only a few days in their tax payments (as in the case of Ampla) more harshly than those who failed to pay their taxes and later formally adopted the various tax amnesties and thus, regulate their tax situation through the filing of overdue unpaid taxes.

On May 9, 2012, the “En Banc Council” (a special body within the Taxpayers Council, representing the last administrative instance) issued a judgment against Ampla. The decision was notified on August 29, 2012. Ampla appealed to the State Public Treasury (Hacienda Pública Estadual) using a special review procedure based on the equity principle, before the Governor of the State of Río de Janeiro. The appeal has not been resolved and, therefore, the tax should be suspended. However, the State of Río de Janeiro recorded the tax due in the Public Register as if demandable and, therefore, on November 12, 2012, Ampla was obliged to post a surety bond in the amount of € 101 million (R$ 293 million) in order to receive a certification of fiscal good standing to continue receiving public funds. On June 4, 2013, in a decision of second instance, the State Public Treasury obtained a ruling against Ampla’s surety bond. In September 2013, Ampla filed a letter of guarantee to substitute for the surety bond rejected by the court. However, Ampla reiterated to the attorney of the State, the petition of review, which is still pending decision. Despite this, the State Public Treasury submitted the fiscal execution and Ampla opposed its defense. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. In June 2015, the Supreme Court of Brazil issued a favorable ruling for Ampla for a lawsuit filed in 2002 to dispute the constitutionality of the new filing requirements. This resolution will lead to the suspension of the collection procedures of penalties and interests, since the tax is already paid. Also, the final decision will mean the release of the guarantee. The decision was published on October 2, 2015 and the Brazilian Treasury has 10 days to appeal. Once elapsed the period the resolution becomes final, and at that time the resolution will be presented to the administrative collection body (process). The State Public Treasury did not file an appeal, and on October 25, 2015, Ampla presented to the special collection body the favorable resolution to it issued by the Supreme Court of Brasilia. The amount involved in this proceeding is R$ 285 million (approximately ThCh$ 51,832,380).

Companhia Energética do Ceará S.A. (Coelce, subsidiary of our associate)

 

  1.

In 1982 under the framework of an electricity supply network expansion in Brazilian rural areas, which was financed principally by international development banks (IDBs), the then-state-owned Companhia Energética do Ceará S.A. (Coelce) signed contracts with 13 cooperatives at the request of the Brazilian government and the IDBs to implement this project. Under the contracts, Coelce operated and maintained the assets and paid a monthly fee, which was adjusted for inflation. These contracts were of indefinite length and failed to clearly identify the networks that were under their scope due the public nature of Coelce and the fact that they were often repaired, creating a confusion between the assets that were operated and maintained by Coelce, and the assets that were owned by it. From 1982 until June 1995 COELCE regularly paid rent for the use of the electric system to cooperatives, updated monthly by the relevant rate of inflation. However, from June 1995, Coelce, he was still state-owned, decided not to continue updating the value of payments nor make adjustments which they came. In 1998 Coelce was privatized, at which time it became part of the Enersis Group, and continued to pay the rent of networks cooperative mode was being done even before its privatization, that is, without updating lease values. Consequence of the above, some of these cooperatives have brought legal action against

 

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  Coelce, among which highlight the two actions initiated by Cooperativa de Eletrificacao Rural do V do Acarau Ltda (Coperva) and filed by Coperca and Coerce. After 13 years of regular performance of the lease by making payments adjusted for inflation, in 1995 Coelce started making payments without adjustment, and continued to do so after its privatization in 1998. In view of the foregoing, some of these cooperatives have filed claims against Coelce for the payment of the adjustment for inflation. Coelce’s defense is basically grounded on the argument that the adjustment is not applicable, since the assets lacked value due to their very extended useful lives, taking into consideration their depreciation; or, alternatively, if the assets were deemed to have any value, it would be very low since Coelce performed their replacement, extension and maintenance. The amount involved in this litigation is approximately R$ 180 million (approximately ThCh$ 32,660,102).

One of the plaintiffs in this litigation, Coperva filed a review action requesting expert evaluation of the issue. Once the expert report was delivered, Coelce claimed there were technical inconsistencies therein and requested a new evaluation to be conducted, but the court denied the claim and ruled the “anticipated execution of the decision”, which entails the preliminary determination of the adjusted monthly payments Coelce should have made and ordering the immediate payment of the difference between such adjusted values and the values Coelce actually paid. An appeal has been filed and a precautionary measure has been obtained in favor of Coelce, staying the anticipated execution of the decision. On April 7, 2014 a court of first instance denied Coperva’s claims.

Coperva has appealed and the decision is pending. Another plaintiff in the ligation filed a review action in 2007, through which Coperva is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 1% of the value of the asset leased, estimated by Coperca to be at R$ 15.6 million (approximately ThCh$ 2,837,140). This proceeding is in a first instance and has not yet started the evidence presenting stage. The amount involved in this proceeding is estimated to be R$ 94,359,638 (approximately ThCh$ 17,160,998). In Coelce’s case, the review action was filed in 2006 and Coelce is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 2% of the value of the asset leased. The amount involved in this proceeding is approximately R$ 109 million (approximately ThCh$ 19,756,118). This proceeding, as well as the one for Coperva, has not been advanced by the plaintiff and both are in their first instance.

 

  2.

Coelce bills the “low income” consumer with a social discount that determines a final rate called “baja renta” (low income). The State compensates Coelce for this discount as a state subsidy. The ICMS (a tax similar to the Chilean Value Added Tax) is transferred (deducted) by Coelce over the amount of the normal rate (without the discount). On the other hand, the State of Ceará establishes that the ICMS does not apply to billings that fluctuate between 0 and 140 kW/h. Also, Coelce, in order to calculate the ICMS deductible amount in reference to the total ICMS supported in energy purchases must apply the “pro rata” rule, which uses the percentage that represents revenues subject to ICMS over the total income (whether or not subject to ICMS). Coelce considers, for the purpose of its inclusion in the pro rata denominator, that the revenue not subject to ICM is the result of applying the end sales price of energy (price after the subsidy is discounted) and the Brazilian IRS holds that the income not subject to ICMS is the price of the normal rate (without discounting the subsidy). The Brazilian IRS’s position implies a lower ICMS deduction percentage. The Brazilian Treasury view is that the “ICMS pro rata” calculation should be based on the normal rate value in “low income” energy sales cases, instead of the reduced rate that Coelce uses. The Brazilian Treasury criteria results in a greater ICMS non-recoverable percentage, which results in a higher ICMS payable. Coelce argues that its calculation is correct, since it must be used in the “ICMS” calculation, reducing the value of the ICMS rate since that is the accurate value of the energy sales transaction (the ICMS’s base is the transaction value of the merchandise sold). In reference to the 2005 and 2006 litigation, after the unfavorable decision in the administrative process, Coelce is waiting for the filing of the State’s judicial execution. However, Coelce has already presented the banking guarantee in order to assure its right to obtain the Regular Tax Certification. In reference to the 2007, 2008 and 2009 litigation, Coelce filed its administration

 

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  defense, and the decision is pending. In reference to 2010, the proceeding was received in January 2015 and Coelce filed first instance administrative defense. The next step is to continue with the defense of the judicial and administrative processes. The amount of these claims is R$ 123 million (approximately ThCh$ 22,369,764).

 

  3. Vicunha do Nordeste S/A (Finobrasa) filed a lawsuit against Coelce by reason of the adjustment to the electric energy tariffs applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. These Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283 of February 28, 1986. The intention of the lawsuit is to declare such adjustment illegal, seeking to extend illegality effects until the present time. During the proceeding, FINOBRASA filed another lawsuit with similar requests. Regarding the first process, Finobrasa obtained a final ruling against Coelce, which ordered Coelce to pay the unduly collected amounts, extending the effects of such ruling until the present time, which does not coincide with the jurisprudence of the Supreme Court of Justice. Considering the above, Coelce filed a rescission action, which seeks to amend a final decision and may be filed up to 2 years after the final period to file appeals has ended. This is a new action, with extremely restrictive requirements and its proceeding is started on second instance, with the purpose of questioning an error in the decision, either any procedural defect or a substantial defect of rulings by supreme courts (which is the basis for this lawsuit). Regarding the second action, the judge dismissed it due to his pendency and matter adjudged, since both are similar petitions. For this reason, the purpose of the three lawsuits is the same, that is, to assess the wide or restrictive effect of the 1986 adjustment illegality. Coelce filed this Rescission Action in 1999, and on September 28, 2010 a ruling was passed and the “Civil United Chambers” unanimously declared that the illegality of the collection made by Coelce is limited to 9 months of 1986 (March to November). On September 30, 2015 a ruling rejected the Special Appeal filed by Finobrasa. El 6 de noviembre de 2015 Vicunha opuso embargos de Aclaración, pendientes de resolución. The figure involved amounts to R$ 67,974,557 (approximately ThCh$ 12,362,396).

 

  4. Lawsuits filed by Industria Barbalhense di Cemento Portland S.A. (IBACIP) against Coelce, by reason of the adjustment to the electric energy tariffs applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. These Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283, of February 28, 1986. The intention of the lawsuit is to obtain a refund of the values that the petitioner would have paid in excess for the use of electric energy by reason of the allegedly illegal 20% increase over the tariffs of industrial clients. On March 17, 2008 a ruling was issued declaring illegal to charge the tariff increased by the DNAEE Orders, but only with respect to the invoices issued within the period between March and November 1986. Both parties filed appeals against this ruling before the Court of Justice and they were both dismissed. Coelce has filed a Special Appeal with the Supreme Court of Justice, and the Court has not yet issued a decision. The amounts involved are R$ 60,479,638 (approximately ThCh$ 10,999,310).

 

  5. Collective lawsuit filed by Sindeletro against Coelce with the intention of obtaining a supplementary salary payment based on a 30% over the base salary for employees exposed to hazards.

In its defense, Coelce sustains that the amendments made in the payment and determination of this salary supplement were legal, since they were the result of an analysis made by a commission established for this purpose aimed to identify which activities were hazardous and which employees worked in such areas.

In the first instance Coelce was condemned to pay to all employees a hazardous salary supplement by 30% as of January 1, 1986. Also, it was ordered to pay attorney fees of 15% over the punishment value. Coelce filed an ordinary appeal with the Regional Labor Court (TRT).

 

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In the second instance, the ordinary appeal filed by Coelce was partly accepted, it states that such supplement should not be paid to employees not performing hazardous activities. Also, it acknowledged that the percentage due for this hazardous salary supplement could be reduced according to the length of time of the employee’s exposure to hazards. Sindeletro filed a review appeal against this ruling in the second instance before the Supreme Labor Court (TST).

In the third instance, the TST accepted the review appeal filed by Sindeletro, rejecting the possibility of reducing the percentage based on a shorter length of time of exposure to hazards. The TST declared that if an employee has performed a hazardous activity the employee is entitled to receive a 30% supplement over his or her base salary, regardless if he performed such hazardous activity only for one day or for the entire month. The TST ruling is based on the TST jurisprudence of its Statement 361 and is not subject to appeals.

The settlement phase (values assessment) has begun with the calculation delivered by Sindeletro. Coelce has been urged to make its statement. After starting the execution phase, Coelce was urged to pay or to guarantee execution for an amount of R$ 5,014,269.49 (€1,538,119). Thus, Coelce made a deposit of the guarantee and filed its disclaim to execution. On November 4, 2015 Coelce released R $ 1.73 millions for the distribution to employees by Sindeletro. Colece appealed against that decision. The amount involved is R$ 67,000,000 (approximately ThCh$ 12,185,156).

 

  6. The State of Ceará filed complaints against Coelce for the periods 2003, and 2004 to 2010, since it considered that the ICMS calculation for fixed assets acquisition was incorrect. Specifically, the State of Río de Janeiro states that Coelce does not have all the necessary supporting documents and that some fixed assets were not devoted to the activity of electric energy production or distribution. In its defense, Coelce explains that (i) the corresponding legislation does not specify the different types of fixed assets that could be used for the ICMS credit purposes; (ii) such fixed assets are related to the main activity of the companies, even if they are used at the offices and administrative premises. It also intends to compare the credits with the acquisition invoices; Coelce filed an administrative defense. It was decided to request an expert report to determine the tax value after accepting some issues, such as ICMS credits over the public lighting assets. After ending the investigation, the proceeding will undergo a new trial. The first instance decision was partially favorable. A second instance appeal will be filed; the figure involved amounts to R$ 99 million (approximately ThCh$ 18,004,932).

Compañía de Interconexión Energética S.A. (CIEN, subsidiary of our associate)

 

  1. In October 2009, Tractebel Energía S.A. sued CIEN claiming an alleged breach of the contract “Purchase & Sale Agreement for 300 MW of Firm Capacity with related energy from Argentina” signed in 1999 between CIEN and Centrais Geradoras do Sul do Brasil S.A (which is now known as Tractebel Energía). Tractebel Energía asked the court to order CIEN to pay a rescission penalty of R$ 117,666,976 (approximately ThCh$ 21,399,857) plus other fines due to the unavailability of energy. The breach allegedly occurred due to a failure by CIEN to ensure sufficient capacity as contracted with Tractebel Energía during the 20-year period, which allegedly took place beginning in March 2005. In May 2010, Tractebel Energía notified CIEN via a written statement, but not judicially, its intention to exercise step-in rights of Line I (30%). The proceeding is currently at the first instance. CIEN petitioned to join this proceeding with the lawsuit filed by it against Tractebel Energía in 2001, which involves a dispute relative to exchange rates and taxing issues. The petition to join both proceedings was rejected by the court. Subsequently, CIEN filed a request to suspend the proceeding for 180 days in order to avoid potentially divergent decisions. The court ordered the suspension of proceedings for one year pending the outcome of the other lawsuit of CIEN against Tractebel Energía. The court issued a resolution extending this suspension until July 9, 2015. This proceeding has not had any changes to date.

 

  2.

In 2010, Furnas Centrais Eletricas S.A. filed a suit against CIEN, based on CIEN’s alleged breach of the contract “Firm Capacity Purchase with Related Energy for the purchase of 700 MW of firm

 

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  capacity with related energy originating from Argentina”, which was signed in 1998 with a term of 20 years beginning in June 2000. In its lawsuit, Furnas requested a compensation of R$ 520,800,659 (approximately ThCh$ 94,716,974) corresponding to a rescission penalty included in the contract, plus adjustments and default interests, from the date of filing of the claim until actual payment. Furnas also requested for additional penalties based on the lack of availability of the “firm power and related energy” and for other damages to be determined upon the final decision. The first trial judgment denied the claims of Furnas for CIEN’s responsibility for breach of its contractual obligations. The Court recognized the existence of force majeure because of the energy crisis in Argentina. The claimant filed an appeal against this sentence. In July, CIEN presented its arguments to the Court regarding the appeal filed by Furnas. Moreover, regarding the foreign language documents presented by CIEN, the judge of first instance determined that those documents would be excluded from the lawsuit, which decision was confirmed by the 12th Civil Section of the State Court. CIEN has filed a Special Appeal (Recurso Especial) against this decision, which will be decided by the Superior Court of Justice. In addition to the foregoing, CIEN received a notice from Furnas, not at the judicial headquarters, indicating that in case of rescission due to CIEN’s breach, Furnas would have the right to acquire 70% of Line I.

Endesa Fortaleza

 

  1. In February 2004, two Brazilian taxes, COFINS and PIS were amended from an accrued regime (rate of 3.65% without credit deduction) to a non-accrued regime (9.25% with credit). According to legislation, long-term assets and service supply agreements performed before October 31, 2003 under “predetermined price” could remain in the accrued regime. Endesa Fortaleza had entered into energy purchase agreements that complied with the requirements, and as a result, the revenues for such agreements were initially taxed under the accrued regime, which is more advantageous. In November 2004, an administrative order was released which defines the concept of “predetermined price”. According to it, CGTF agreements (Endesa Fortaleza) must be subject to the non-accrued regime. In November 2005, a new Law clarified the “predetermined price” concept. On the basis of the 2005 legislation, the regime that should be applied to the agreements was the accrued regimen (more advantageous). The ANEEL issued a (Administrative Law) Technical Note indicating that the agreements entered into by virtue of its standards and with its approval comply with the legislative requirement. PIS and COFINS paid in excess under the non-accrued regime by CGTF and CIEN between November 2004 and November 2005, generate tax credits which were used to pay other taxes due. Nevertheless, in 2009 the tax authorities rejected the compensation procedures. In February 2007, the Brazilian tax authorities audited Endesa Fortaleza regarding the payment of PIS/COFINS tax during December 2003 and from February 2004 to November 2004. The audit resulted in a claim alleging differences between the amounts stated in Endesa Fortaleza’s annual tax return (where the PIS/COFINS tax amounts were reported under the new non-accrued regime) and the amounts stated in monthly tax returns (where the amounts due were reported under an older accrual system). On appeal, the Taxpayer’s Council confirmed the validity of the compensations of credits resulting from the regime change of PIS/COFINS. The Brazilian Treasury can file a Special Appeal before the Superior Chamber of Fiscal Resources (Cámara Superior de Recursos Fiscales). The amount involved in this proceeding is R$ 75 million (approximately ThCh$ 13,640,100).

The management of Endesa Américas considers that the provisions recognized in the Consolidated Financial Statements are adequate to cover the risks resulting from litigation described in this Note. It does not consider there to be any additional liabilities other than those specified.

Given the characteristics of the risks covered by these provisions, it is not possible to determine a reasonable schedule of payment dates if there are any.

 

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  31.4 Financial restrictions

As of December 31, 2015, Endesa Américas S.A. on a stand-alone level had no debt obligations and are therefore was not affected by any covenants or events of default. However, a number of the Combined Group’s combined entities’ loan agreements include the obligation to comply with certain financial covenants, which is normal for the contracts of this nature. There are also affirmative and negative ratios requiring the monitoring of these commitments. In addition, there are restrictions in the events-of-default clauses of the agreements which require compliance.

 

  1) Financial covenants

Financial covenants are contractual commitments with respect to minimum or maximum financial ratios that the company is obliged to meet at certain periods of time (quarterly, annually, etc.). Most of the Combined Group’s financial covenants limit the level of indebtedness and evaluate the ability to generate cash flows in order to service the companies’ debts. Various companies are also required to certify these covenants periodically. The types of covenants and their respective limits vary according to the type of debt.

In Peru, the debt of Edegel S.A.A. (Edgel) includes the following covenants: Debt and Debt Coverage (Debt Ratio/EBITDA) Ratios. As of December 31, 2015, the most restrictive financial covenant for Edegel was the Debt/EBITDA Ratio corresponding to the finance lease with Banco Scotiabank, which expires in March 2017.

In Argentina, Central Costanera S.A. (Costanera) has just one covenant, the maximum debt, corresponding to a loan from Credit Suisse First Boston International which matures in February 2016. The debt of Hidroeléctrica El Chocón S.A. (El Chocón) includes covenants related to Maximum Debt, Net Consolidated Equity, Interest Coverage, Debt Coverage (Debt /EBITDA) and the Leverage ratio. As of December 31, 2015 the most strict covenant was the Leverage ratio for the syndicated loan maturing in September 2016.

In Colombia, the debt of Empresa Generadora de Energía Eléctrica S.A. (Emgesa) has only one covenant, Net Debt/EBITDA, corresponding to the loan with the Bank of Tokyo maturing in June 2017. However, the obligation to comply with this covenant is subject to downgrade in the Emgesa’s credit rating that could result in losing in Investment Grade quality, as stated in the debt agreement. As of December 31, 2015 the covenant was not triggered.

The rest of the Combined Group’s combined entities not mentioned in this Note are not subject to compliance with financial covenants.

Lastly, in most of the contracts, debt acceleration for non-compliance with these covenants does not occur automatically but is subject to certain conditions, such as a cure period.

As of December 31, 2015 and 2014, no company of the Combined Group was in default under their financial obligations summarized herein or other financial obligations whose defaults might trigger the acceleration of their financial commitments, with the exception of our power generation Argentine combined entities Hidroeléctrica El Chocón at the close of December 2014.

This situation does not represent a risk of cross default or a breach for Endesa Américas.

 

  31.5 Other information

 

   

On July 17, 2015, and in force as of the economic transactions corresponding to February 2015, Resolution S.E. No. 482/2015 was enacted which, among other aspects updated the remuneration of the MEM’s generating agents of thermal conventional type or hydraulic national (with the exception of the hydraulic bi-national), replacing to this end Schedules I, II, III, IV and V of Resolution S.A. No.529/14, and including a new remuneration concept that is the Investment Writ FONINVEMEM 2015-2018, which application is from February 2015 until December 2018, for those generating companies participating in investment projects approved or to be approved by the Secretary of Energy.

 

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In this sense, each generation unit built within the framework of the FONINVEMEM 2015-2018 investments is granted a Direct FONINVEMEM 2015-2018 remuneration equal to 50% the Direct Additional Remuneration for a period of up to 10 years from its commercial implementation.

On June 5, 2015, our generating subsidiaries in Argentina entered into the “Agreement of Management and Operation of Projects to Increase the Availability of Thermal Generation and Adjustment of the Generation Remuneration 2015-2018”, hereinafter FONINVEMEM 2015-2018, and adhered to all the terms established in such agreement on July 2, 2015. Adhering includes the irrevocable commitment to participate in the formation of FONINVEMEM 2015-2018, undertaking according to point 3.2.v of the Agreement to contribute with the Sales Statements with a Maturity to be defined (LVFVD) and/or Collectibles accrued or to be accrued during the entire period between February 2015 and December 2018 not previously committed to similar programs, together with all unused Collectibles. Both the Secretary of Energy and the generating agents that adhered to the Agreement maintain the right to consider this Agreement lawfully terminated if during the 90 days indicated in point 9 of the Agreement the corresponding supplementary agreements are not entered into.

By adhering to such Agreement, generating companies will participate, together with other Generating Agents, in the construction of a Combined Cycle of about 800 MW +/- 15%, which shall generate both with natural gas and with gasoil and biodiesel. The new combined cycle will be subject to a bidding in order to be implemented no longer than 34 months after the work is granted.

Notwithstanding the above, our subsidiary in Argentina, Central Costanera S.A. still shows a deficit in its working capital, causing difficulties to its financial balance in the short term which compromise its future capability to continue operating as a company and to recover assets. Central Costanera S.A. expects to revert the current situation provided that there is a favorable resolution on the requests made to the National Government of Argentina.

 

    On March 18, 2015, the Undersecretary of Electric Energy issued its Note S.E. No. 476/2015, which establishes the procedure to coordinate the remuneration according to Resolution S.E. No. 95/2013 and the Availability Agreements for Combined Cycles and Turbosteam entered into between Central Costanera S.A. and CAMMESA, as from February 2014. As established in the above, Central Costanera S.A. shall temporarily relinquish to receive the Additional Remuneration Trust established Resolution S.E. No. 95/2013, its amendments and supplements which were already undertaken, as well as the Remuneration for Non-Recurrent Maintenance as established in Res. SE Nº 529/2014, its amendments and supplements.

The procedure implies the reversal of the deductions made and applied to Central Constanera S.A. as established in Notes S.E. No. 7594/2013 and No. 8376/2013, as from the effective date of this standard. Since the economic transaction in the month of January, 2015, the concepts relinquished by the company shall be applied to the compensation funds transferred by CAMMESA to the company as of that date to perform the tasks provided for in the agreements. In case the amount accrued for this concept it not sufficient to offset the total funds transferred by CAMMESA to the company, they shall be accrued in a special account “Available Agreements Account”. In order to materialize the conditions established above, the company and CAMMESA should enter into the corresponding addendum to the agreements.

On July 3, 2015 Central Costanera S.A. entered into the addendum with CAMMESA to the Availability Agreements for Combined Cycles and Turbosteam. These agreements regulations plus the amendments introduced by the addendum regulate the agreement between the parties and they shall be understood as entirely valid until the validity term established in such agreements expires.

 

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As a consequence of the above, during the fiscal year 2015 a decrease of Ar$ 14,418,986 (approximately ChTh$ 1,020,869) in revenues for sales and net loss of Ar$59,225,685 (approximately ChTh$ 4,193,197) in other operating income/expenses were recognized.

 

    In December 2014, the Vuelta de Obligado (VOSA) thermal plant started to operate it open cycle with two gas turbines of 270 MW each, it is expected the closing combined cycle of high efficiency in October 2016.

According to the technical report issued by VOSA’s authorities, the gas turbines have passed all operational tests and have functioned properly. There is still pending to nationalize very few components to complete stage two, and there is certainty that the works will be completed and implemented in 2016.

Based on above, in December 2015 were accounted for the effects of the dollarization of the receivables, resulting in recognition of the following income:

 

    Exchange difference for dollarization of the receivables at an exchange rate lower than the closing exchange rate of 2015 for Ar$ 1,323,430,283 (ThCh$ 93,699,288) in Hidroelectrica El Chocón S.A. and Ar$ 129,092,580 (ThCh$ 9,139,796) in Central Costanera S.A.

 

    Interest accrued between the maturity date of each sale settlement contributed to the VOSA project and the sign-off date of the Agreement at the interest rate that CAMMESA obtains for its financial deposits, capitalized and dollarized in accordance with above, for Ar$ 49,797,906 (ThCh$ 3,525,708) in Hidroelectrica El Chocón.

 

    Interest accrued on dollarized receivables, once included the interests mentioned in the previous paragraph, at an interest rate LIBOR 30 days + 5%, for a total of Ar$ 493,816,698 (ThCh$ 34,962,380) in Hidroelectrica El Chocón and Ar$ 43,989,703 (ThCh$ 3,114,485) in Central Costanera S.A.

 

    On July 25, 1990, the Italian Government authorized MedioCredito Centrale to grant a financial loan to the Government of the Republic of Argentina of up to US$ 93,995,562 aimed to finance the acquisition of assets and the delivery of services of Italian origin, used in the restoration of four groups at the thermal station owned by Servicios Eléctricos del Gran Buenos Aires (“SEGBA”) (Electric Services for Great Buenos Aires). This loan financed the acquisition of assets and services included in the Work Order Nº 4322 (the “Order”) issued by SEGBA in favor of a consortium headed by Ansaldo S.p.A. from Italy.

In accordance with to the terms of the “Contract related to the Work Order No. 4322”: (i) SEGBA granted to Central Costanera S.A. a power to manage the execution of the services contained in the Order, and it performed the works and services that according to the Order corresponded to SEGBA; and (ii) Central Costanera S.A. undertook to pay to the Secretary of Energy of the Nation (the “Secretary of Energy”) the capital installments plus interests originated by the loan granted by MedioCredito Centrale, at an annual rate of 1.75% (the “Contract”).

As a collateral for the compliance with the economic obligations undertaken by Central Costanera S.A., the buyers set up a pledge over the total shares owned by them. In the event of non-compliance which provokes the execution of the collateral, the Secretary of Energy will be entitled to immediately proceed with the sale of the pledged shares through a public bid, and it could exercise the political rights related to the pledged shares.

By reason of application of Law No. 25.561, Decree No. 214/02 and its regulatory stipulations, the payment obligation by Central Costanera S.A. resulting from the Contract and subject to the Argentinian legislation was mandatorily converted into Argentine pesos, at an exchange rate of one Argentine peso equivalent to one dollar of the United States, plus the application of the stabilization reference coefficient (“CER”), maintaining the original interest rate of the obligation.

 

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On January 10, 2003, the National Executive Power enacted Decree No. 53/03 which amended Decree No. 410/02 by incorporating a paragraph j) in its first article. By means of this standard, the obligation to deliver funds in foreign currency to the province states, municipalities, companies of the public and private sector and the National Government originated by subsidiary or other nature loans and guarantors originally financed by multilateral credit organizations, or originated by liabilities assumed by the National Treasury and refinanced with external creditors is exempt from the mandatory conversion into Argentine pesos.

Central Costanera S.A. considers that the loan resulting from the Contract does not match with any of the assumptions provided for in Decree No. 53/03, and even if it did, there are solid grounds to consider Decree No. 53/03 unconstitutional since it evidently violates the principle of equality and the right of property as established in the National Constitution.

On May 30, 2011, the company repaid the last installment of the loan’s capital and notified this fact to the Secretary of Energy and to the Secretary of Finance and, even if as of the date of these financial statements the Secretary of Energy has not made any claim for the payments effected by Central Costanera S.A., on October 22, 2015 we received a letter from the Secretary of Finance – Directorate for the Administration of the Public Debt, which indicates that the Ministry of Economy and Public Finance included the balance of the debt for the financial credit with MedioCredito Centrale in the agreement entered into with the Club of Paris creditors on April 30, 2014. According to the letter, the Secretary also claims from Costanera the reimbursement of US$5,472,703.76 without providing grounds for such request.

As a result, Central Costanera S.A. rejected the indicated requirement indicating, among other, that (i) it does not have a debt related to the Contract since May 30, 2011, the company repaid the last installment of it and notified such circumstance to the Secretary of Energy and to the Secretary of Finance, (ii) the creditor has not expressed any caution to the Contract payments derived from the mandatory conversion into Argentine pesos imposed by the Argentinian legislation, and (iii) notwithstanding the fact that the company does not acknowledge the terms of the agreement entered into with the Club of Paris creditors, the decisions of the Argentinian Government regarding the debt with such organization are unrelated to the company.

The Secretary of Finance, due to the rejection from Costanera, submitted the DADP Note No. 2127/2015 attaching Resoultion DGAJ No. 257501 from the Ministry of Economy and Public Finance, insisting on the existence of the debt and requesting the Company to pay the claimed amounts. The Company filed a hierarchy appeal so as to the Minister of Economy and Public Finance revoke the petition of the note due to lack of legitimacy.

 

32. SANCTIONS

The following sanctions have been received from administrative authorities:

 

  a) Endesa Américas S.A. and combined entities

 

  1. Hidroeléctrica El Chocón S.A. (El Chocón)

 

    For the fiscal year ended December 31, 2013, the Electricity Regulatory Body (ENRE) imposed a fine of Th$20 Argentine pesos (approximately ThCh$1,089). El Chocón has filed an appeal.

 

    For the period between January 1, 2014 and March 31, 2014, the ENRE imposed a fine of Th$11 Argentine pesos (approximately ThCh$599). El Chocón has filed an appeal.

 

    Finally, for the period between April 1, 2014 and June 30, 2014, the ENRE imposed two fines amounting to Th$3 Argentine pesos (approximately ThCh$163).

 

    During the year ended December 31, 2015 no sanctions have been imposed by ENRE.

 

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  2. Central Costanera S.A. (Central Costanera)

 

    During the 2012 fiscal year and until June 30, 2013, the company received two fines for a total amount of Th$47 Argentine pesos (approximately ThCh$2,560) from the General Customs Authority (Dirección General de Aduanas). Possible liability on the part of Mitsubishi is being assessed, in which case that amount could be claimed from this supplier. The ENRE also imposed two fines totalling Th$51 Argentine pesos (approximately ThCh$2,777). The company has filed an appeal.

 

    For the period from April 1, 2014 to June 30, 2014, the ENRE imposed a fine of Th$40 Argentine pesos (approximately ThCh$2,178), which was paid on June 30, 2014.

 

    For the period from July 1, 2014 to December 31, 2014, the ENRE imposed a fine of Th$102 Argentine pesos (approximately ThCh$5,555), which was paid on November 20, 2014.

 

    During the year ended December 31, 2015 fiscal year the Federal Administration of Public Revenue imposed Central Costanera of a fine of Ar$ 58,479.75 (approximately ThCh$ 3,185) and the payment of difference in taxes of Ar$ 9,746.63 (approximately ThCh$ 531), for breaching the Article 970 of the Customs Code (i.e., for not having re-imported to the Country within the period granted, goods temporarily exported). The company appealed to the sanction because it duly complied in time and substance with the re-importing the goods temporary exported, which was evidenced from the corresponding supporting documentation.

 

  3. Edegel S.A.A. (Edegel)

 

    In April 2013, Edegel received the following fines from the OSINERGMIN: (i) S/.7,604.57 (approximately ThCh$1,582) for failure to perform maintenance in a timely fashion on its thermal generation units for the last quarter of 2008; (ii) S/.200,941.48 (approximately ThCh$41,811) for failure to perform maintenance in a timely fashion on its hydraulic generation units for the last quarter of 2008; (iii) S/.40,700 (11 Tax Units, UIT) (approximately ThCh$8,469) for failure to submit technical justification in a timely fashion for the second quarter of 2008; and (iv) S/.106,073.17 (approximately ThCh$22,071) for failure to have its generation unit available after having been notified that it was required by the SEIN for the fourth quarter of 2008.

Edegel has not challenged the fines (i) and (iv), and paid them on May 2, 2013 in order to obtain prompt payment benefits. However, the company appealed sanctions (ii) and (iii), and the Court of Appeals for Energy and Mining Sanctions for OSINERGMIN, notified Edegel S.A.A. on April 15,2014, that the General Management Resolution imposing the fine was invalid, because the appropriate body was Electrical Oversight Division at OSINERGMIN.

Therefore, on September 1, 2014, Edegel was notified by Resolution No. 1380-2014 of the Electrical Oversight Division at OSINERGMIN of the the same fines contained in the General Management Resolution. In response, Edegel S.A.A. has resubmitted the appeal,, noting that sanctions (i) and (iv) had already been paid. On September 17, 2014 Edegel filed a written appeal to OSINERGMIN, by which it requested the Management of Electrical Control to raise the appeal to the second instance body, to which it seeks to get declaration of establishment and recalcuation of penalty.

 

    In May 2013, Edegel was fined by the SUNAT for issues related to the determination of its 2007 tax assessment. The amount of the fine, updated as of December 31, 2015, was S/.9,755,900 (approximately ThCh$2,029,959). An appeal filed with the Tax Court is pending.

 

    In June 2013, Edegel was notified by Electroperú S.A. of a penalty applied under contract no. 132991, “Additional Generation Capacity Service through Conversion of Equipment to the Dual Generation System”. The penalty, amounting to S/.481,104.53 (approximately ThCh$100,106), was applied for breach the conditions for executing the service offered under that contract.

 

   

In July 2013, Edegel was fined by the OSINERGMIN for S/. 453.86 (approximately ThCh$94) for exceeding the deadline to perform maintenance activities to the hydro generation units in accordance

 

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with number 6 of the “Procedure for the Supervision of the Availability and Operative State of the Generation Units” of the SEIN. As the company paid the fine prior to the 15-day deadline, it was reduced to S/. 340.40 (approximately ThCh$71).

 

    In July 2013, Edegel was fined by the OSINERGMIN for S/. 4,070 (approximately ThCh$847) for failure to provide technical justification within the deadline established in number 6 of the “Procedures for Supervision of the Availability and Operative State of the Generation Units” of the SEIN. As the company paid the fine prior to the 15-day deadline, it was reduced to S/. 3,052.50 (approximately ThCh$635).

 

    In November 2013, Edegel was fined S/.37,000 (approximately ThCh$7,699 or 10 Tax Units – UIT) by the Callahuanca District Municipality (MDC) in Municipal Resolution 060-2013. The MDC imposed the fine for failure to submit the technical inspection report on multidisciplinary civil defense safety as required under Law No. 29,664 and its regulations.

 

    In November 2013, Edegel was fined by the SUNAT for issues related to the calculation of its 2008 tax payments. The amount of the fine, updated as of December 31, 2015, was S/.1,759,227 (approximately ThCh$366,051). The appeal filed is pending resolution by SUNAT.

 

    In December 2013, Scotiabank Perú S.A.A., with whom Edegel has signed a lease agreement for the Santa Rosa Project, was fined by the SUNAT for duties allegedly unpaid in an import operation. The amount of the fine, restated as of December 31, 2015, was S/.15,721.523 (approximately ThCh$3,271). Scotiabank Perú S.A.A. filed the respective appeal in January 2014, and is yet pending of resolution.

 

    On December 23, 2013, the OSINERGMIN filed an administrative proceeding against Edegel for outdated payment of the regulation contribution. Finally, on June 5, 2015, the OSINERGMIN archived the mentioned proceeding.

 

    On January 28, 2014, the National Authority of Water (ANA) filed an administrative proceeding against Edegel for reuse of industrial sewage water treated for garden irrigation. Subsequent to Edegel presenting its case, on June 5, 2015, ANA archived the proceeding.

 

    On March 20, 2014, the OSINERGMIN filed an administrative proceeding against Edegel for non-compliance of current regulations on implementation and execution of the Fondo de Inclusión Social Energético (FISE). On June 12, 2015, the proceeding was archived.

 

    In May 2014, Electrical Oversight Division Resolution No. 743-2014 issued by the OSINERGMIN on May 27, 2014, notified Edegel of a fine of 0.50 tax units (UIT) for having violated the CCIT indicator, regarding compliance with the correct calculation of indicators and compensation amounts for voltage quality, in the second half of 2012. The fine was imposed in accordance with number 5.1.2, section B) of the Procedures for Supervising the Technical Standards for Electricity Service Quality and their Methodology Base. Edegel presented a document confirming payment of the fine imposed by OSINERGMIN of S /.1,425.00 (approximately ThCh$ 297), through OSINERGMIN Resolution of Management of Electrical Control No. 743-2014.

 

    In June 2014, as a result of the inspection of its 2009 income tax return, Edegel corrected an omission made in determining the tax owed and paid a penalty of S/.2,070 (approximately ThCh$431).

 

    In September 2014, Edegel was fined by the SUNAT in connection with its 2009 income tax return for an amount updated at September 30, 2014 of S/.315,230 (approximately ThCh$65,591). Edegel accepted the fine and paid the penalty.

 

    On December 4, 2014, the OSINERGMIN notified Edegel of the filing of an administrative proceeding for non-compliance of the procedures to verify availability and the operative status of the generation units of SEIN. On April 24, 2015, Edegel paid the fine for S/2,928.42 (approximately ThCh$609) imposed by Directorial Resolution 691-2015.

 

   

On March 11, 2015, the Environmental Assessment and Supervisory Agency (OEFA) filed an administrative proceeding against Edegel for noise contamination caused for failing to install noise

 

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mitigation panels at the Santa Rosa de Ventanilla Thermal Plant. Through Directorial Resolution No. 388-2015-OEFA-DSAI issued on April 30, 2015, Edegel was fined of 1 to 100 UIT. On June 16, 2015, Edegel filed an appeal against such Resolution, which was accepted on June 19, 2015. Edegel was notified by Resolution No. 039-2015-OEFA / TFA-SEE of September 18, 2015 of the nullity of the Directorial Resolution No. 388-2015-OEFA / DFSAI and therefore of the roll back of the sanctioning administrative procedure at the time defect occurred; and of the return of the Directorate of Control, Punishment and Application of Incentives for resolution.

 

    On May 13, 2015, the OSINERGMIN started an administrative proceeding against Edegel for non-compliance with the Electric Concessions Law and the Transmission of Electricity Final Concession Contract related to transmission line 220kV Callahuanca-Chavarria, since it does not comply with formalities of the goods affected to such concession as stated in term No.9 of such contract. Edegel has presented its corresponding case. On December 15, 2015 Resolution No. 2916-2015 was received, by which fined Edegel for S /. 986,710.00 (approximately ThCh$ 205,310) for non-compliance with Clause 9.4 of the Transmission of Electricity Final Concession Contract related to transmission line 220kV Callahuanca-Chavarria. On January 6, 2016, Edegel filed an appeal against such resolution.

 

    In June 2015, Edegel was fined by the OSINERGMIN for an alleged omission in the declaration of the Regulation Contribution declaration for several months during the years 2011 to 2014. The contingency updated to December 31, 2015 amounts to S/85,695 (approximately ThCh$17,831). Edegel accepted the fines and paid them without filing any appeal.

 

    On October 13, 2015 Edegel received notice of Resolution No. 2391-2015 issued on September 29, 2015, by which the OSINERGMIN resolved to: (i) fine Edegel S /. 237.96 (approximately ThCh$ 50) for exceeding the deadline to perform maintenance activities to generation unit G1 at Matucana power plant during the first quarter of 2014; (ii) fine Edegel for S /. 8927.03 (approximately ThCh$ 1,857) for exceeding the deadline to perform maintenance activities to generation unit TG8 at Santa Rosa power plant during the first quarter of 2014 and the generation unit TV at Ventanilla power plant during the second quarter of 2014; (iii) fine Edegel for.99 ITU for failure to submit within the mandatory deadline the technical justification for the first quarter of 2014 for generation unit G1 at Matucana power plant, generation unit TG8 at Santa Rosa power plants and generation unit TV at Ventanilla power plant during the first quarter of 2014. On November 3, 2015, Edegel filed an appeal against Articles 2 and 3 of Resolution No. 2391-2015 on the same date, Edegel paid the fine related to Article 1 of Resolution No. 2391-2015.

 

    In December 2015, Edegel was fined by the SUNAT for issues related to the determination of of the payments on account March, April and June of 2010 for an updated amount as of November 30, 2015 of S /. 14,211 (approximately ThCh$ 2,957); and for the understatement of income tax expenses for the financial year 2010, for an updated amount as of December 31, 2015, for S /. 17,103,702 (approximately ThCh$ 3,558,853). The claim has already been presented and is pending resolution from the SUNAT.

 

  4. Chinango S.A.C. (Chinango)

 

    In January 2013, Chinango received a fine totalling S/.367,915 (approximately ThCh$76,554) from the SUNAT for issues related to the determination of its 2010 income tax. The company challenged the measure despite paying a reduced fine in February 2013. The appeal, as of December 31, 2015, is pending resolution by the Tax Court.

 

   

In June 2013, Chinango was notified through Coactive Execution Resolution 0398-2012 of a fine of S/.3,800 (approximately ThCh$791) imposed by the Supervisory Agency for Investments in Energy and Mines (OSINERGMIN) for the following infractions: (i) failure to comply with the CCII indicator in the first half of 2010 as required under paragraph A of number 5.2.2 of the “Procedure for Overseeing the Technical Quality Standard for Electrical Services and its Base Methodology”; (ii) failure to comply with the CPCI indicator in the first half of 2010 as required under paragraph C) of

 

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number 5.2.2 of the “Procedure for Overseeing the Technical Quality Standard for Electrical Services and its Base Methodology”; and (iii) submitting service interruption reports (RIN and RDI files) for the first half of 2010 despite the interruptions affecting its customers, as required under Article 31 of the Electricity Concession Law.

 

    In September 2013, Chinango was notified through Electrical Oversight Division Resolution No. 19693 issued by the OSINERGMIN of a fine of S/.1,850 (approximately ThCh$385 or 0.50 Tax Units – UIT) for: (i) failure to submit voltage quality information in a timely fashion in the first half of 2012. As the fine was paid within fifteen (15) days of notification, it was reduced by 25%.

 

    In March 2014, Chinango was notified through Coactive Execution Resolution No. 0350-2014 that it must pay a balance of S/.12,100 (approximately ThCh$ 2,518) on a fine imposed by the OSINERGMIN. The total amount of the fine, imposed through sanction No. 014799-2012-OS/CG, was 11 tax units (UIT) or S/.48,800 (approximately ThCh$ 10,154).

 

    In January 2014, Chinango was fined by the SUNAT for issues with its 2011 income tax for S/.613,390 (approximately ThCh$ 127,631), that was paid in February 2014 using a rebate system and without prejudice to the respective appeal. The appeal was resolved agains Chinango by the SUNAT Resolution notified in December 2014, against which Chinango lodged an appeal, which as of December 31, 2015 is still pending resolution.

 

    On May 19, 2015, the Environmental Assessment and Supervisory Agency (OEFA) filed an administrative proceeding against Chinango for allegedly presenting an incomplete third quarterly report of environmental monitoring for the year 2013. On June 16, 2015, Chinango presented its corresponding case. On October 27, 2015 Chinango received a noticeof Resolution No. 616-2015-OEFA/DFSAI issued on June 30, 2015, by which declare at the administrative responsibility of Chinango and stated that it is not relevant to dictate corrective measures and informed Chinango that against the resolution it is possible to file a reconsideration claim and an appeal within 15 business days and to register this Resolution for the Register of Administrative Acts. Pm December 3, 2015, through Resolution No. 1078-2015- DFSAI-OEFA, it was declared acceptance of the resolution finding Chinango S.A.C. administratively responsible.

 

    In June 2015, Chinango was fined by the OSINERGMIN for an alleged omission in presenting the Regulation Contribution declaration in several months for the year 2014. The amount contingency updated to September 30, 2015 is for S/79,857 (approximately ThCh$ 16,616). Chinango accepted the fines imposed and paid them without filing any appeal.

 

    In September 2015, Chinango was notified through several Resolutions of fines for S/1,424.122 (approximately ThCh$ 296) related to the determination of the Income Tax for year 2012 and the corresponding payment in such year. In October 2015, Chinango paid the aforementioned debt using the current gradually regime, irrespective of the filing the corresponding appeal.

 

  5. Empresa Generadora de Energía Eléctrica S.A. (Emgesa)

 

    On July 30, 2013, through Resolution 20138100353652, the Superintendency of Public Household Services (SPPD) imposed of a fine of warning (without value) on Emgesa, for failure to attend a non-regulated user (SUNCHINE BOUQUET LTDA). Through resolution 20148150176905 issued on October 28, 2014, the SPPD confirmed the fine.

 

     Closed.

 

  6. Sociedad Portuaria Central Cartagena (SPCC)

 

    The Port and Transportation Superintendency, through Resolution No. 1312 of January 30, 2014, fined SPCC of CP$ 2,142,400 (approximately ThCh$521) for reporting accounting and financial information for the 2010 year at the improper time. Resolutions No. 6051 of 2007 and 759 of 2010 required that this information be provided in February 2011. The fine was paid on February 14, 2014.

 

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     Closed and paid.

 

  b) Combined associates

 

  1. Enel Brasil S.A. and subsidiaries

 

  1.1 Ampla Energía S.A. (Ampla)

 

    The company received seven fines in 2013 totaling R$29,810,687 (approximately ThCh$ 5,421,624) from the National Electrical Energy Agency (Agencia Nacional de Energía Eléctrica, ANEEL) due to problems with technical quality, erroneous evidence presented in inspections and for other reasons. The company appealed, and four fines are still awaiting final rulings. The other fines were either revoked or paid, for a total of R$143,601 (approximately ThCh$ 26,116).

 

    In 2013, the company received 19 fines totaling R$120,204* (approximately ThCh$21,861) from the environmental agencies (IBAMA - Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis, ICMBio—Instituto Chico Mendes de Conservação da Biodiversidade, INEA – Instituto Estadual de Ambiente and others) for unauthorized removal of vegetation, death of animals through contact with the energy network, and construction in prohibited areas or without permission. The company filed appeals against almost all of the fines assessed, but no ruling has yet been given. Ampla has paid R$66,310 in fines (approximately ThCh$12,060). (*Clarification: The amount of some of the fines has not yet been determined; the amounts will be set after Ampla submits certain data.)

 

    In 2013, the company received four fines totaling R$24,234 (approximately ThCh$ 4,407) from the Consumer Defense and Protection Agency (PROCON/RJ) due to problems in reimbursing improper charges and other irregularities. The company has filed appeals against all of the fines, and rulings are pending.

 

    The company received one fine in 2013 from the employee defense agencies (SRTE) due to problems with formalities. The company filed an appeal, and the ruling is pending. The labor agencies have not specified the amount of the fine, which it does only after analyzing the appeal.

 

    In 2014, the company received two fines from the National Electrical Energy Agency (ANEEL) for technical quality, totaling €6,759,518 (approximately ThCh$ 5,223,165). The company has appealed, and one was rejected, while the other is still pending resolution. Ampla has paid €1,202,986 (approximately ThCh$ 929,563). In 2013, Ampla was fined 7 times for service quality totaling €9,368,747 (approximately ThCh$ 7,239,350), and has paid €843,869 (approximately ThCh$652,068). There are two appeals pending, which were filed by Ampla against the 2013 fines.

 

    In 2014, the company received 15 fines totaling €80,263* (approximately ThCh$ 62,020) from the environmental agencies (ICMBio, Instituto Chico Mendes de Conservação da Biodiversidade and the INEA, Instituto Estadual de Medioambiente y órgano municipal del medioambiente) for unauthorized suppression of vegetation, the death of animals that have come in contact with the power network, waste dumping and power network construction in prohibited or unauthorized areas. The company has appealed almost all of the fines assessed, but no rulings have been handed down as yet. Ampla has paid €460 (approximately ThCh$ 355). The company received 19 fines in 2013 totaling €35,940* (approximately ThCh$ 27,771) from the environmental agencies for the same violations as in 2014. The company filed appeals against almost all of the fines received, but no rulings have been handed down as yet. Ampla paid three fines totaling €19,826 (approximately ThCh$ 15,320) in 2013. (*) Clarification: The amount of some of the fines has not yet been determined; the amounts will be set after Ampla submits certain data.)

 

    In 2014 Ampla has received 14 fines totaling €665,565 (approximately ThCh$ 514,291) from the Brazilian Consumer Defense and Protection Agency (Autarquía de Defensa a Protección del Consumidor, PROCON/RJ) for problems with the quality of its power supply. It has appealed the fines. Only one appeal has been resolved, and Ampla has paid €1,958 (approximately ThCh$ 1,513). It received four fines totaling €7,616 (approximately ThCh$ 5,885) in 2013, for which appeals filed by Ampla also remain pending.

 

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    In 2014, the company received four fines from the employee defense agencies (SRTE) against which it has filed administrative appeals. An appeal was rejected and Ampla has paid the amount of €61.74 (approximately ThCh$ 48); the others have not yet received rulings. In 2013, Ampla received one fine for €641 which has already been paid (approximately ThCh$ 495).

 

    In 2015, the company has received 2 fines totaling €126,424 (approximately ThCh$ 97,689) from the National Electrical Energy Agency (ANEEL) for “lower income” tariff matters. The appeals presented by Ampla were partially accepted, and amounts of fines were reduced to €101,173 (approximately ThCh$ 78,178). Ampla has paid these fines. In 2014, the company received two fines for technical quality of the service, totaling €6,743,609 (approximately ThCh$ 5,210,872). Ampla has paid €974,291 (approximately ThCh$ 752,847) of them. There is pending of analysis one appeal filed by Ampla against a fine in 2014.

 

    In 2015, the company received 36 fines totaling €197,563 (approximately ThCh$ 152,659) from the environmental agencies (ICMBio, Instituto Chico Mendes de Conservação da Biodiversidade and the INEA, Instituto Estadual de Medioambiente y órgano municipal del medioambiente), being 8 warnings and 28 fines for power network construction in prohibited or unauthorized areas, the death of animals at a substation and authorized suppression of vegetation and others (notification of non-compliance). The company has appealed almost all of the fines assessed, but no rulings have been handed down as yet. Ampla has paid €540 (approximately ThCh$ 417) fines. The company received 17 fines in 2014 totaling €80,263* (approximately ThCh$ 62,020) from the environmental agencies (ICMBio and the INEA) for the same violations. The company has appealed almost all of the fines assessed, but no rulings have been handed down as yet. Ampla has paid €460 (approximately ThCh$ 355) in fines. (*) Clarification: The amount of some of the fines has not yet been determined; the amounts will be set after Ampla submits certain data.)

 

    In 2015, Ampla has received 11 fines totaling €1,768,001 (approximately ThCh$ 1,366,157) from the Brazilian Consumer Defense and Protection Agency (Autarquía de Defensa a Protección del Consumidor, PROCON/RJ) for problems with the quality of its power supply. Ampla has filed 5 appeals against the fines and there are 6 administrative appeals pending of judgment from the agency. In 2014, Ampla received 14 fines totaling €663,530 (approximately ThCh$ 512,718). Ampla appealed against all of the fines, which remain pending. Ampla has filed 4 appeals against the fines and there are 8 administrative appeals pending of judgment from the agency. Ampla has paid 2 fines for €2,343 (approximately ThCh$ 1,810).

 

    In 2015, Ampla has not receive any fines from the employee defense agencies (SRTE). In 2014, the company received four fines from the employee defense agencies (SRTE) against which it has filed administrative appeals. An appeal was rejected and Ampla has paid the amount of €62 (approximately ThCh$48); the others have not yet received rulings.

 

  1.2 Compañía Energética Do Ceará S.A. (Coelce)

 

    In 2013, the company received 32 fines totaling R$34,877,282 (approximately ThCh$ 6,343,078) from the National Electrical Energy Agency (ANEEL) or its local representative (ARCE) for accidents with third parties (there were seven), problems with technical quality of service, erroneous evidence submitted in inspections, irregularities with the Coelce Plus Project, and other reasons. The company has filed appeals, and final decisions are pending on 26 sanctions. The other fines were either revoked or paid, for a total of R$395,125 (approximately ThCh$ 71,861).

 

    The company had not been sanctioned by the environmental agencies in 2014 and 2013 (IBAMA, Instituto Brasileiro do Meio Ambiente e dos Recursos Naturals Renováveis, and ICMBio, Instituto Chico Mendes de Conservação da Biodiversidade).

 

   

Coelce received four fines in 2013 totaling R$21,837 (approximately ThCh$ 3,971) from the Consumer Defense and Protection Agency (PROCON/CE) for alleged violations of consumer rights. The

 

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company filed appeals against all of the fines, and one has not yet resolved. The other appeals were rejected, and Coelce paid R$15,901 (approximately ThCh$ 2,892) in fines.

 

    In 2013 the company received two fines from the employee defense agencies (SRTE) due to problems with formalities. The appeal filed by the company was unsuccessful, and the amount of R$9,694 (approximately ThCh$ 1,763) was paid.

 

    In 2014 the company has received eight fines totaling €8,702,775 (approximately ThCh$ 6,724,745) from the National Electrical Energy Agency (ANEEL) or its local representative (ARCE) for accidents with third parties among the population, technical quality of the service and errors in the asset base. Coelce has paid €16,319 (approximately ThCh$ 12,610) for one of the fines and has filed appeals against the rest. The company received 32 fines from ANEEL or ARCE in 2013 totaling €10,938,249 (approximately ThCh$ 8,452,124) for accidents with third parties among the population (there were seven), problems with technical quality of the service, erroneous evidence presented during inspections, irregularities with the Coelce Plus Project and other reasons. The company filed appeals, of which 17 are still pending the final ruling. The other fines were either revoked or paid, for a total of €1,418,561 (approximately ThCh$ 1,096,140).

 

    The company has not been fined in 2014 and 2013 by the environmental agencies (IBAMA, Instituto Brasileiro do Meio Ambiente e dos Recursos Naturals Renováveis, and ICMBio, Instituto Chico Mendes de Conservação da Biodiversidade).

 

    Coelce has received four fines in 2014 totaling €24,743 (approximately ThCh$19,119) from the Brazilian Consumer Defense and Protection Agency (PROCON/CE) for allegedly failing to meet deadlines and for damaged equipment. The company has filed three administrative appeals and has paid one fine for €933 (approximately ThCh$ 721). The company received four fines in 2013 from PROCON/CE totaling €7,220 (approximately ThCh$ 5,579) for allegedly violating consumers’ rights. The company appealed all of the sanctions, but they were rejected and Coelce has paid the fines.

 

    The company received six violation notifications from the employee defense agencies (SRTE) in 2014, for accidents suffered by workers. It received two fines in 2013 from the SRTE for failure to comply with formalities. Coelce paid €3,206 (approximately ThCh$ 2,477) for the 2013 fines.

 

    In 2015, the company has received four fines totaling €2,517,677 (approximately ThCh$ 1,945,441) from ANEEL or its local representative (ARCE) for problems with technical quality of the service. The company has filed appeals. Two cases are pending and another two have been rejected. Coelce paid €85,593 (approximately ThCh$ 66,139) for the fine. The company has received eight fines in 2014 totaling €8,676,161 (approximately ThCh$ 6,704,180) from the National Electrical Energy Agency (ANEEL) or its local representative (ARCE) for accidents with third parties among the population, technical quality of the service and errors in the asset base. Coelce has paid €16,270 (approximately ThCh$ 12,572) for two fines and has filed appeals against the others.

 

    In 2015, the company has been received one fine totaling €5,406 (approximately ThCh$ 4,177) for irregular vegetation suppression and others such as notification breach. The company filed the appeal against this fine, which is currently pending. The company has not been fined in 2014 by the environmental agencies (IBAMA, Instituto Brasileiro do Meio Ambiente e dos Recursos Naturals Renováveis, and ICMBio, Instituto Chico Mendes de Conservação da Biodiversidade).

 

    In 2015, the company has received three fines totaling €1,646,834 (approximately ThCh$ 1,274,848) from the Brazilian Consumer Defense and Protection Agency (PROCON/CE) for allegedly failing to meet deadlines. Coelce has paid €7,407 (approximately ThCh$ 5,723) for one of the sanctions and has submitted two applications without manifestation of the body as of the reporting date. Coelce has received four fines in 2014 totaling €26,492 (approximately ThCh$ 20,471) from the Brazilian Consumer Defense and Protection Agency (PROCON/CE) for allegedly failing to meet deadlines and for damaged equipment. The company has filed three administrative appeals, one is still pending, and has paid one fine for €6,874 (approximately ThCh$ 5,312).

 

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    In 2015, the company received 14 resolutions from the employee defense agencies (SRTE), for failure to comply with formalities and social securities contributions. The company received six resolutions from the employee defense agencies (SRTE) in 2014, for the same reason.

 

  1.3 Compañía de Interconexión Energética S.A. (CIEN)

 

    In 2013 the company received one fine for R$32,136 (approximately ThCh$ 5,845) from the National Electrical Energy Agency (ANEEL) for a formal breach (a failure to submit documentation). The company appealed, and the decision is pending.

 

    The company has not been fined for other matters in 2012 and 2013 (environmental, consumer or labor).

 

    CIEN has not been fined by the National Electrical Energy Agency (ANEEL) or by any other supervisory agency in 2014. In 2013, the company received one fine from the ANEEL for €10,100 (approximately ThCh$ 7,804) for a formal breach (a failure to present documentation). Cien filed an appeal, which was accepted, and the fine was annulled by the judicial body.

 

    In 2014, the company received two fines from the employee defense agencies (SRTE) and the company has filed appeals against them. CIEN has paid a fine of €61.74 (approximately Ch$ 48) and the appeal against the other fine has not yet been decided. In 2013, the company was not fined.

 

    The company has not been fined for other matters in 2014 and 2013 (environmental or labor).

 

    CIEN has not been fined by ANEEL or by any other supervisory authority in 2015 and 2014.

 

    In 2015 the company has not been fined. In 2014, the company received two fines from the employee defense agencies (SRTE) and the company has filed appeals against them. CIEN has paid a fine of €61.74 (approximately Ch$ 48) and the appeal against the other fine has not yet been decided. In 2013, the company was not fined.

 

    The company has not been fined for other environmental matters in 2014 and 2015.

 

  1.4. Transportadora de Energía S.A. (TESA, or Transener S.A.)

 

    During 2013, the Electricity Regulatory Body (ENRE) issued penalties for programmed maintenance relate matters in the Rincón Santa Maria transformer station and transmission line down-time, for $38,487.65 Argentine pesos (approximately ThCh$ 2,096). In 2014, TESA made a partial payment, including interests, of $46,072.38 Argentine pesos (approximately ThCh$ 2,509).

 

    During 2014, the ENRE issued penalties for programmed maintenance related matters in the Rincón Santa Maria transformer station and transmission line down-time for $15,820 Argentine pesos (approximately ThCh$ 862). In 2014 TESA made a partial payment, including interests, of $17,951 Argentine pesos (approximately ThCh$ 978).

 

    During the year 2015, the ENRE issued penalties for programmed maintenance related matters in the Rincón Santa Maria transformer station and transmission line down-time, for $17,104 Argentine pesos (approximately ThCh$ 931). To date TESA made a partial payment, including interests, of Ar$ 21,087 (approximately ThCh$ 1,148).

 

  1.5. Compañía de Transmisión del Mercosur S.A. (CTM S.A.)

 

    During 2013, the ENRE issued five penalties for programmed maintenance related matters in the Rincón Santa Maria transformer station and transmission line down-time for $7,896.95 Argentine pesos (approximately ThCh$ 430). Compañía de Transmisión del Mercosur S.A. in 2013 and 2014 made a payment of $11,337.32 Argentine pesos (approximately ThCh$ 617) including interests.

 

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    During 2014, the ENRE issued three penalties for programmed maintenance related matters in the Rincón Santa Maria transformer station for $5,728.49 Argentine pesos (approximately ThCh$ 312). Compañía de Transmisión del Mercosur S.A. in 2014 made a payment of $8,181 Argentine pesos (approximately ThCh$ 446) including interests.

 

    During the year ended December 31, 2015, the ENRE issued two penalties for programmed maintenance related matters in the Rincón Santa Maria transformer station and transmission line down-time, for $34,618 Argentine pesos (approximately ThCh$ 1,885) which Compañía de Transmisión del Mercosur S.A. made a partial payment, including interests, of Ar$ 44,749 (approximately ThCh$ 2,437).

The Combined Group has not received other fines from the SVS nor from other administrative authorities.

 

33. ENVIRONMENT

Environmental expenses for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Company

 

Project Name

 

Description of the Environment

 

Project

Status

(Finished,

In

process)

  Year ended 12-31-2015
ThCh$
        Year ended    
12-31-2014
ThCh$
 
          Disbursement  
amount
    Prior period
disbursement
amount
        Expense    
amount
    Future
disbursement
amount
    Estimated
date of
future
disbursement
    Total
disbursements
    Prior period
disbursement
amount
 

Empresa Generadora de Energía Eléctrica S.A.

  El Quimbo Hydroelectric Project   Central construction environmental management El Quimbo   In process     135,659        135,659        —          —          12-31-2020        135,659        45,490,454   
  Environmental management HIDRA   Central Environmental Management Plan   In process     45,987,062        45,987,062        —          72,259,750        —          118,246,812        389,008   

Edegel S.A.A.

  Prevention activities   Biodiversity protection of the environment, waste water treatment   Finished     100,570        —          100,570        —          12-31-2015        100,570        76,405   
  Landscaping and green areas   Maintenance of green areas, landscaping and minor fauna   Finished     —          —          —          —          12-31-2015        —          177,830   
  Environmental monitoring   Protection of air and climate, noise reduction, protection against radiation   Finished     205,882        —          205,882        —          12-31-2015        205,882        156,570   
  Waste management   Hazardous waste management   Finished     189,528        —          189,528        —          12-31-2015        189,528        206,909   
  Environmental studies   Studies on environmental issues   Finished     21,373        —          21,373        —          12-31-2015        21,373        16,722   
  Mitigations and restorations   Protection and reclamation and water   Finished     2,549        —          2,549        —          12-31-2015        2,549        8,044   
  Compensation for impacts   Compensation increases of green areas   Finished     144,590        —          144,590        —          12-31-2015        144,590        6,822   

Chinango S.A.C.

  Prevention activities   Biodiversity protection of the environment, waste water treatment   Finished     71,560        —          71,560        —          12-31-2015        71,560        5,974   
  Landscaping and green areas   Maintenance of green areas, landscaping and minor fauna   Finished     8,487        —          8,487        —          12-31-2015        8,487        5,935   
  Environmental monitoring   Protection of air and climate, noise reduction, protection against radiation   Finished     277,223        —          277,223        —          12-31-2015        277,223        239,904   
  Waste management   Hazardous waste management   Finished     34,960        —          34,960        —          12-31-2015        34,960        31,460   
  Environmental studies   Studies on environmental issues   Finished     19,703        —          19,703        —          12-31-2015        19,703        5,229   
  Mitigations and restorations   Protection and reclamation and water   Finished     —          —          —          —          12-31-2015        —          4,398   
  Compensation for impacts   Compensation increases of green areas   Finished     —          —          —          —          12-31-2015        —          49,390   
       

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total

          47,199,146        46,122,721        1,076,425        72,259,750          119,458,896        46,871,054   
       

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

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Company

 

Project Name

 

Description of the Environment

 

Project

Status

(Finished,

In

process)

  Year ended 12-31-2014
ThCh$
    Year ended
12-31-2013
ThCh$
 
          Disbursement  
amount
    Prior period
disbursement
amount
        Expense    
amount
    Future
disbursement
amount
    Estimated
date of
future
disbursement
    Total
disbursements
    Prior period
expense amount
    Prior period
  disbursement  
amount
 

Empresa Generadora de Energía Eléctrica S.A.

  El Quimbo Hydroelectric Project   Central construction environmental management El Quimbo   In process     38,445,602        38,445,602        —          7,044,852        12-31-2015        45,490,454        —          12,470,683   
  Environmental management HIDRA   Central Environmental Management Plan   In process     389,008        389,008        —          —          —          389,008        —          —     

Edegel S.A.A.

  Environmental studies   Studies on environmental issues   Finished     156,570        —          156,570        —          12-31-2014        156,570        74,967        74,967   
  Waste management   Hazardous waste management   Finished     206,909        —          206,909        —          12-31-2014        206,909        160,183        160,183   
  Environmental monitoring   Protection of air and climate, noise reduction, protection against radiation   Finished     16,722        —          16,722        —          12-31-2014        16,722        56,975        56,975   
  Mitigations and restorations   Protection and reclamation and water   Finished     8,044        —          8,044        —          12-31-2014        8,044        —          —     
  Compensation for impacts   Compensation increases of green areas   Finished     6,822        —          6,822        —          12-31-2014        6,822        —          —     
  Landscaping and green areas   Maintenance of green areas, landscaping and minor fauna   Finished     177,830        —          177,830        —          12-31-2014        177,830        —          —     
  Prevention activities   Biodiversity protection of the environment, waste water treatment   Finished     76,405        —          76,405        —          12-31-2014        76,405        125,841        125,563   

Chinango S.A.C.

  Prevention activities   Biodiversity protection of the environment, waste water treatment   Finished     5,974        —          5,974        —          12-31-2014        5,974        —          91,879   
  Landscaping and green areas   Maintenance of green areas, landscaping and minor fauna   Finished     5,935        —          5,935        —          12-31-2014        5,935        —          —     
  Environmental monitoring   Protection of air and climate, noise reduction, protection against radiation   Finished     239,904        —          239,904        —          12-31-2014        239,904        —          54,855   
  Waste management   Hazardous waste management   Finished     31,460        —          31,460        —          12-31-2014        31,460        —          117,212   
  Environmental studies   Studies on environmental issues   Finished     5,229        —          5,229        —          12-31-2014        5,229        —          41,691   
  Mitigations and restorations   Protection and reclamation and water   Finished     4,398        —          4,398        —          12-31-2014        4,398        —          —     
  Compensation for impacts   Compensation increases of green areas   Finished     49,390        —          49,390        —          12-31-2014        49,390        —          —     
          39,826,202        38,834,610        991,592        7,044,852          46,871,054        417,966        13,194,008   
       

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

 

 

34.   FINANCIAL INFORMATION ON COMBINED ENTITIES, SUMMARIZED

As of December 31, 2015 and 2014, and for the years then ended the summarized financial information of our principal combined entities under IFRS is as follows:

 

SUMMARY OF THE COMBINED GROUP CONSOLIDATION, BY COMBINED ENTITIES

 
    As of and for the year ended December 31, 2015  
    Financial
    Statements    
      Current    
Assets
        Non-current    
Assets
        Total Assets         Current
    Liabilities    
      Non-current    
Liabilities
            Equity             Total Liabilities         Revenues                 Costs             Profit
    (Loss)    
    Other
  Comprehensive  
Income
    Total
  Comprehensive  
Income
 
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Endesa Argentina S.A.

  Separate     1,814,204        32,328,045        34,142,249        (616,318     —          (33,525,931     (34,142,249     —          —          622,972        (10,352,540     (9,729,568

Central Costanera S.A.

  Separate     27,559,412        142,918,106        170,477,518        (102,001,988     (53,611,202     (14,864,328     (170,477,518     100,856,664        (4,598,130     (998,809     (4,729,767     (5,728,576

Hidroinvest S.A.

  Separate     575,373        11,429,899        12,005,272        (452,427     —          (11,552,845     (12,005,272     —          —          21,877        (3,570,020     (3,548,143

H. El Chocón S.A.

  Separate     44,240,854        240,460,115        284,700,969        (71,433,902     (63,908,193     (149,358,874     (284,700,969     40,004,655        (4,574,336     110,802,880        (44,667,506     66,135,374   

Southern Cone Power Argentina S.A.

  Separate     8,003        575,537        583,540        (12,826     —          (570,714     (583,540     —          —          (7,151     (176,471     (183,622

Emgesa S.A. E.S.P.

  Separate     172,918,511        1,803,546,987        1,976,465,498        (349,736,334     (831,187,906     (795,541,258     (1,976,465,498     778,768,426        (321,664,855     211,896,264        (91,252,276     120,643,988   

Generandes Perú S.A.

  Separate     1,945,582        225,170,087        227,115,669        (1,364,513     —          (225,751,156     (227,115,669     —          —          42,044,140        4,890,902        46,935,042   

Edegel S.A.A.

  Separate     111,421,412        723,995,979        835,417,391        (117,775,269     (188,814,672     (528,827,450     (835,417,391     343,761,564        (143,234,611     91,161,037        4,059,334        95,220,371   

Chinango S.A.C.

  Separate     7,647,526        112,688,111        120,335,637        (8,369,365     (40,621,719     (71,344,553     (120,335,637     39,114,967        (8,235,270     15,210,089        (708,295     14,501,794   

Grupo Generandes Perú

  Consolidated     120,047,319        808,405,916        928,453,235        (126,541,945     (229,436,391     (572,474,899     (928,453,235     382,452,709        (151,046,058     95,054,809        (9,131,696     85,923,113   

Grupo Endesa Argentina

  Consolidated     73,348,681        385,562,798        458,911,479        (173,663,474     (115,955,351     (169,292,654     (458,911,479     140,398,933        (9,172,466     109,347,016        (50,970,094     58,376,922   

 

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SUMMARY OF THE COMBINED GROUP CONSOLIDATION, BY COMBINED ENTITIES

 
    As of and for the year ended December 31, 2014  
    Financial
Statements
  Current
Assets
    Non-current
Assets
    Total Assets     Current
Liabilities
    Non-current
Liabilities
    Equity     Total Liabilities     Revenues     Costs     Profit (Loss)     Other
Comprehensive
Income
    Total
Comprehensive
Income
 
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Endesa Argentina S.A.

  Separate     1,924,047        42,081,267        44,005,314        749,815        —          43,255,499        44,005,314        —          —          340,599        (5,299,756     (4,959,157

Central Costanera S.A.

  Separate     31,868,372        154,649,134        186,517,506        108,956,607        56,967,994        20,592,905        186,517,506        75,193,639        (6,777,139     45,532,654        3,989,198        49,521,852   

Hidroinvest S.A.

  Separate     562,612        14,962,217        15,524,829        423,843        —          15,100,986        15,524,829        —          —          (2,811     (1,868,145     (1,870,956

H. El Chocón S.A.

  Separate     22,930,536        137,891,546        160,822,082        31,540,350        46,058,232        83,223,500        160,822,082        30,173,576        (8,427,057     11,036,822        (8,763,212     2,273,610   

Southern Cone Power Argentina S.A.

  Separate     4,162        753,403        757,565        3,229        —          754,336        757,565        —          —          (4,919     (94,023     (98,942

Emgesa S.A. E.S.P.

  Separate     329,672,209        1,782,307,979        2,111,980,188        500,414,812        883,041,284        728,524,092        2,111,980,188        753,385,348        (220,460,069     288,821,398        (73,145,883     215,675,515   

Generandes Perú S.A.

  Separate     3,473,185        219,325,990        222,799,175        3,148,425        —          219,650,750        222,799,175        —          —          46,503,610        12,303,680        58,807,290   

Edegel S.A.A.

  Separate     110,164,628        720,449,664        830,614,292        85,724,692        235,667,176        509,222,424        830,614,292        319,346,826        (127,881,082     106,139,399        23,688,400        129,827,799   

Chinango S.A.C.

  Separate     8,439,096        111,912,667        120,351,763        7,433,439        39,382,244        73,536,080        120,351,763        34,656,130        (6,061,046     15,011,421        3,041,428        18,052,849   

Grupo Generandes Perú

  Consolidated     121,446,538        816,077,565        937,524,103        95,676,185        275,049,420        566,798,498        937,524,103        353,794,700        (133,734,610     111,350,114        23,873,097        135,223,211   

Grupo Endesa Argentina

  Consolidated     56,074,841        297,050,238        353,125,079        140,459,888        101,749,459        110,915,732        353,125,079        105,265,323        (15,204,196     56,511,593        (5,660,609     50,850,984   

 

35. SUBSEQUENT EVENTS

 

  1) On January 29, 2016 Empresa Nacional de Electricidad S.A. reported through the significant event that in compliance with the agreement reached at the Extraordinary Shareholders’ Meeting of Endesa held on December 18, 2015 (hereinafter “Meeting”), the Board of Directors of Endesa acknowledges that the condition precedent regarding the spin-off of Endesa has been met as of January 28, 2016, and accordingly has also arranged to grant the public deed that declares the completion of the condition precedent, entitled “Public Deed of Compliance of the Condition of the Spin-Off of Empresa Nacional de Electricidad S.A.”, effective on the same date.

Consequently, and pursuant to what was approved at the Meeting, the Endesa’s Spin-Off became effective on Tuesday, March 1, 2016, whereupon the new corporation, Endesa Américas S.A. (“Endesa Américas”), began to exist, and verifies the capital decrease and the other amendments to the by-laws of Endesa Chile that have been approved.

It is noted that, as agreed to at the Meeting, the Board of Directors of Endesa Américas, proceeds in due time to request the registration of Endesa Américas S.A. and its respective shares in the Securities Registry of the Superintendence of Securities and Insurance and in the Stock Exchanges where the shares of Endesa Chile are currently traded. The distribution, and the material delivery of the shares issued by Endesa Américas S.A. will take place at a date established by the Board of Directors of Endesa Américas S.A., once the shares registration in the Securities Registry of the Superintendence of Securities and Insurance and Chilean Stock Exchanges are complete, and when the legal and regulatory requirements have been fulfilled. The paid-in capital allocated to Endesa Américas S.A. amounted to ThCh$ 778,936,764.

 

  2) As of April 13, 2016, the Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, “SVS”) proceeded to record Endesa Américas and its shares in the Securities Registry, according to a certificate issued by this entity, and that it has made the respective listings in the Santiago Stock Exchange, the Valparaíso Stock Exchange, the Chile Electronic Stock Exchange and the New York Stock Exchange of United States of America, all in accordance with the decision made at the Extraordinary Shareholders’ Meeting of Empresa Nacional de Electricidad S.A. held on December 18, 2015. Therefore, the shares of the divided equity of Endesa Américas were distributed free of any payment to the shareholders of Endesa Chile entitled to receive them as of April 21, 2016 and began to be traded.

 

  3) At the OSM held on April 27, 2016, our new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 28, 2016, the directors agreed to appoint Mr. Hernán Cheyre V., Mr. Eduardo Novoa C. and Ms. Marĺa Loreto Silva R. as members of the Directors’ Committee. Additionally, Mr. Cheyre was appointed as Financial Expert of the Directors’ Committee.

 

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The members of our new Board of Directors are as follows:

 

    Mr. Rafael Fauquié Bernal (Chairman)

 

    Mr. Vittorio Vagliasindi (Vice Chairman)

 

    Mr. Francesco Buresti

 

    Mr. Hernán Cheyre V.

 

    Mr. Mauro Di Carlo

 

    Mr. Luca Noviello

 

    Mr. Eduardo Novoa C.

 

    Mr. Umberto Magrini

 

    Ms. Marĺa Loreto Silva R.

There are no other subsequent events that have occurred between January 1, 2016 and the issuance date of these financial statements.

 

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APPENDIX 1 COMBINED GROUP COMPANIES

This appendix is part of Note 2.4, “Combined Entities”. It presents the Combined Group’s percentage of control in each combined entity.

 

Taxpayer

ID No.

 

Company

      Percentage of control as of 12-31-2015     Percentage of control as of 12-31-2014    

Country

 

Activity

 

(in alphabetical order)

  Currency       Direct             Indirect             Total             Direct             Indirect             Total          

Foreign

  Chinango S.A.C.   Peruvian sol     0.00     80.00     80.00     0.00     80.00     80.00   Peru   Electric energy generation, sales, and distribution

Foreign

  Edegel S.A.A.   Peruvian sol     29.40     54.20     83.60     29.40     54.20     83.60   Peru   Electric energy generation, sales, and distribution

Foreign

  Emgesa S.A. E.S.P. (1)   Colombian peso     56.43     0.00     56.43     56.43     0.00     56.43   Colombia   Electric energy generation

Foreign

  Emgesa Panama S.A. (1)   U.S. dollar     0.00     56.43     56.43     0.00     56.43     56.43   Colombia   Electric energy purchases and sales

Foreign

  Endesa Argentina S.A.   Argentine peso     99.66     0.34     100.00     99.66     0.34     100.00   Argentina   Portfolio company

Foreign

  Central Costanera S.A.   Argentine peso     24.85     50.82     75.67     24.85     50.82     75.67   Argentina   Electric energy generation and sales

Foreign

  Generandes Perú S.A.   Peruvian sol     61.00     00.00     61.00     61.00     00.00     61.00   Peru   Portfolio company

Foreign

  Hidroeléctrica El Chocón S.A.   Argentine peso     2.48     65.19     67.67     2.48     65.19     67.67   Argentina   Electric energy production and sales

Foreign

  Hidroinvest S.A.   Argentine peso     41.94     54.15     96.09     41.94     54.15     96.09   Argentina   Portfolio company

Foreign

  Ingendesa do Brasil Ltda.   Brazilian real     1.00     99.00     100.00     1.00     99.00     100.00   Brazil   Project engineering consulting

Foreign

  Sociedad Portuaria Central Cartagena S.A.   Colombian peso     0.00     94.95     94.95     0.00     94.95     94.95   Colombia   Investment, construction and maintenance of public or private wharves and ports

Foreign

  Southern Cone Power Argentina S.A.   Argentine peso     98.00     2.00     100.00     98.00     2.00     100.00   Argentina   Portfolio company

 

(1) See Note 2.4.1

 

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APPENDIX 2 ASSOCIATED COMPANIES AND JOINT VENTURES

This appendix is part of Note 2.5, “Investments in combined associated companies and joint arrangements”

 

Taxpayer

ID No.

 

Company

(in alphabetical order)

  Currency   Ownership Interest as of 12-31-2015     Ownership Interest as of 12-31-2014         Country  

Activity

        Direct         Indirect         Total         Direct         Indirect         Total       Relationship    

Foreign

  Enel Brasil S.A. (1)   Brazilian real     34.64     4.00     38.64     34.64     4.00     38.64   Associate   Brazil   Portfolio company

Foreign

  Endesa Cemsa S.A.   Argentine peso     0.00     45.00     45.00     0.00     45.00     45.00   Associate   Argentina   Wholesale purchase and sale of electric energy

Foreign

  Distrilec Inversora S.A. (2)   Argentine peso     0.89     0.00     0.89     0.89     0.00     0.89   Associate   Argentina   Portfolio company

Foreign

  Central Térmica Manuel Belgrano   Argentine peso     0.00     24.18     24.18     0.00     24.18     24.18   Associate   Argentina   Production and Marketing of Electric Energy

Foreign

  Central Térmica San Martin   Argentine peso     0.00     24.18     24.18     0.00     24.18     24.18   Associate   Argentina   Production and Marketing of Electric Energy

Foreign

  Central Vuelta Obligada S.A.   Argentine peso     0.00     3.45     3.45     0.00     3.45     3.45   Associate   Argentina   Production and Marketing of Electric Energy

 

(1) Change in legal name on December 12, 2014 from Endesa Brasil S.A. to Enel Brasil S.A.
(2) There is a significant influence because our ultimate controlling company owns directly and indirectly a 51.5% interest in Distrilec Inversora S.A.

 

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APPENDIX 3 ADDITIONAL INFORMATION ON FINANCIAL DEBT

This appendix is part of Note 16, “Other financial liabilities”.

The following tables present the contractual undiscounted cash flows by type of financial debt:

 

  a) Bank borrowings

 

    Summary of bank borrowing by currency and maturity

 

Country

  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 12-31-2015  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        2.49     2.40     No        26,707,131        3,241,137        29,948,268        4,229,306        19,295,795        299,648        —          —          23,824,749   

Argentina

    US$        13.83     13.13     No        3,901,216        —          3,901,216        —          —          —          —          —          —     

Argentina

    Ar$        43.38     37.06     No        2,020,866        5,917,405        7,938,271        1,162,844        —          —          —          —          1,162,844   

Colombia

    CP        13.87     14.53     No        35,832,030        84,128,905        119,960,935        43,831,876        12,832,869        12,194,900        11,556,930        30,842,974        111,259,549   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    68,461,243        93,287,447        161,748,690        49,224,026        32,128,664        12,494,548        11,556,930        30,842,974        136,247,142   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Country

  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 12-31-2014  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        2.45     2.35     No        2,914,574        9,996,364        12,910,938        40,274,383        18,781,256        16,391,794        256,394        —          75,703,827   

Argentina

    US$        13.76     13.06     No        2,808,939        12,054,341        14,863,280        1,039,398        —          —          —          —          1,039,398   

Argentina

    Ar$        40.97     35.30     No        4,667,574        8,107,262        12,774,836        7,968,912        188,784        —          —          —          8,157,696   

Colombia

    CP        5.94     5.81     No        1,401,291        4,203,875        5,605,166        10,766,379        15,367,075        14,619,719        13,872,363        48,015,897        102,641,433   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    11,792,378        34,361,842        46,154,220        60,049,072        34,337,115        31,011,513        14,128,757        48,015,897        187,542,354   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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    Identification of bank borrowings by company

 

Taxpayer ID
No. (RUT)

  Company     Country     ID No.
Financial
Institution
   

Financial Institution

  Country     Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Balance as of 12-31-2015  
                  Current     Non-current  
                  One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total Non -
current
 
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Chinango S.A.C.        Peru        Foreign      Banco de Credito del Perú     Peru        US$        2.17     2.06     296,974        884,973        1,181,947        1,166,085        18,073,119        —          —          —          19,239,204   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.25     3.07     468,030        1,384,969        1,852,999        1,802,011        —          —          —          —          1,802,011   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.48     3.40     328,549        971,195        1,299,744        1,261,210        1,222,676        299,648        —          —          2,783,534   

Foreign

    Edegel S.A.A        Peru        Foreign      Bank Nova Scotia     Peru        US$        1.08     1.06     25,613,578        —          25,613,578        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      BBVA Colombia     Colombia        CP        8.27     8.11     894,845        6,064,899        6,959,744        9,982,170        9,504,920        9,027,670        8,550,419        22,787,755        59,852,934   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Bogota     Colombia        CP        8.30     8.14     301,348        2,105,951        2,407,299        3,488,668        3,327,949        3,167,230        3,006,511        8,055,219        21,045,577   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      AV VILLAS     Colombia        CP        6.06     5.93     11,145,579        —          11,145,579        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      BBVA Colombia     Colombia        CP        6.30     6.16     438,046        28,712,649        29,150,695        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Citibank Colombia     Colombia        CP        5.57     6.01     5,233,163        —          5,233,163        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Perú     Colombia        CP        5.87     5.70     295,055        20,873,617        21,168,672        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Perú     Colombia        CP        5.93     5.76     198,385        13,892,621        14,091,006        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Perú     Colombia        CP        5.65     5.50     149,881        10,882,356        11,032,237        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Bogota     Colombia        CP        6.84     6.66     13,683,505        —          13,683,505        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      The Bank Of Tokyo     Colombia        CP        7.02     6.90     532,271        1,596,812        2,129,083        30,361,038        —          —          —          —          30,361,038   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco Davivienda     Colombia        CP        6.30     6.15     2,959,952        —          2,959,952        —          —          —          —          —          —     

Foreign

    Endesa Argentina S.A.        Argentina        Foreign      Citibank     Argentina        Ar$        34.23     32.75     29,771        445,358        475,129        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Galicia     Argentina        Ar$        51.46     42.24     214,270        583,114        797,384        276,664        —          —          —          —          276,664   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Itaú Argentina     Argentina        Ar$        55.07     44.68     80,256        225,731        305,987        128,627        —          —          —          —          128,627   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Santander Río     Argentina        Ar$        44.16     37.14     50,253        140,581        190,834        79,542        —          —          —          —          79,542   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Supervielle     Argentina        Ar$        49.96     41.21     81,254        224,941        306,195        125,511        —          —          —          —          125,511   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Citibank     Argentina        Ar$        45.10     37.81     263,796        734,081        997,877        412,453        —          —          —          —          412,453   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Credit Suisse International     Argentina        US$        14.84     13.92     1,214,284        —          1,214,284        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign      ICBC Argentina     Argentina        Ar$        51.97     42.59     89,832        249,669        339,501        140,047        —          —          —          —          140,047   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Deutsche Bank     Argentina        US$        13.50     12.86     1,339,210        —          1,339,210        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Standard Bank     Argentina        US$        13.50     12.86     673,817        —          673,817        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Itau     Argentina        US$        13.50     12.86     673,905        —          673,905        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Macro     Argentina        Ar$        34.46     31.10     75,083        1,113,612        1,188,695        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Santander —   Sindicado IV     Argentina        Ar$        40.59     35.54     266,203        516,165        782,368        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Itau —   Sindicado IV     Argentina        Ar$        40.59     35.54     241,619        464,727        706,346        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Galicia —   Sindicado IV     Argentina        Ar$        40.59     35.54     228,411        442,424        670,835        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Hipotecario —   Sindicado IV     Argentina        Ar$        40.59     35.54     73,221        144,361        217,582        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Ciudad -Sindicado IV     Argentina        Ar$        40.59     35.54     30,708        59,481        90,189        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      ICBC Argentina     Argentina        Ar$        40.59     35.54     296,189        573,160        869,349        —          —          —          —          —          —     
                                 
                 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total ThCh$             68,461,243        93,287,447        161,748,690        49,224,026        32,128,664        12,494,548        11,556,930        30,842,974        136,247,142   
                 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-129


Table of Contents

Taxpayer ID
No. (RUT)

  Company     Country     ID No.
Financial
Institution
   

Financial Institution

  Country     Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Balance as of 12-31-2014  
                  Current     Non-current  
                  One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total Non-
current
 
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Chinango S.A.C.        Peru        Foreign      Banco Scotiabank     Peru        US$        3.98     3.96     353,913        1,051,014        1,404,927        1,376,324        1,347,722        15,345,293        —          —          18,069,339   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.18     3.01     411,404        1,217,828        1,629,232        1,585,546        1,541,859        —          —            3,127,405   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.48     3.40     289,876        857,071        1,146,947        1,113,465        1,079,983        1,046,501        256,394          3,496,343   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        US$        3.44     3.36     1,807,054        6,713,471        8,520,525        14,284,700        14,811,692        —          —          —          29,096,392   

Foreign

    Edegel S.A.A        Peru        Foreign      Bank Nova Scotia     Peru        US$        1.02     1.00     52,327        156,980        209,307        21,914,348        —          —          —          —          21,914,348   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco Corpbanca     Colombia        CP        8.39     8.22     373,517        1,120,552        1,494,069        2,847,830        4,052,184        3,852,974        3,653,765        12,622,968        27,029,721   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      BBVA Colombia     Colombia        CP        6.71     6.60     1,027,774        3,083,323        4,111,097        7,918,549        11,314,891        10,766,745        10,218,598        35,392,929        75,611,712   

Foreign

    Endesa Argentina S.A.        Argentina        Foreign      Citibank     Argentina        Ar$        28.00     28.00     749,636        —          749,636        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Galicia     Argentina        Ar$        51.47     42.24     308,554        836,632        1,145,186        990,314        —          —          —          —          990,314   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Itaú Argentina     Argentina        Ar$        55.08     44.68     119,500        337,442        456,942        390,884        27,716        —          —          —          418,600   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Santander Río     Argentina        Ar$        44.17     37.14     70,593        200,874        271,467        236,632        17,012        —          —          —          253,644   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Supervielle     Argentina        Ar$        49.97     41.21     112,554        319,053        431,607        372,729        26,615        —          —          —          399,344   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Citibank     Argentina        Ar$        14.84     13.92     347,807        998,639        1,346,446        1,199,174        87,541        —          —          —          1,286,715   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Credit Suisse International     Argentina        US$        51.99     42.59     122,704        2,324,204        2,446,908        1,039,398        —          —          —          —          1,039,398   

Foreign

    Central Costanera S.A.        Argentina        Foreign      ICB Argentina     Argentina        Ar$        36.00     42.59     132,215        371,509        503,724        425,630        29,900        —          —          —          455,530   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Deutsche Bank     Argentina        US$        13.40     12.78     1,331,375        4,844,938        6,176,313        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Standard Bank     Argentina        US$        13.40     12.78     667,376        2,425,364        3,092,740        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Itau     Argentina        US$        13.40     12.78     687,484        2,459,835        3,147,319        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Macro     Argentina        Ar$        30.56     27.87     1,522,852        —          1,522,852        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Santander — Syndicated IV     Argentina        Ar$        36.21     32.11     306,765        1,185,867        1,492,632        1,023,289        —          —          —          —          1,023,289   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Itau — Syndicated IV     Argentina        Ar$        36.21     32.11     273,493        1,057,510        1,331,003        912,706        —          —          —          —          912,706   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Galicia — Syndicated IV     Argentina        Ar$        36.21     32.11     262,403        1,014,727        1,277,130        875,846        —          —          —          —          875,846   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Hipotecario — Syndicated IV     Argentina        Ar$        36.21     32.11     86,271        335,251        421,522        290,454        —          —          —          —          290,454   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Ciudad — Syndicated IV     Argentina        Ar$        36.21     32.11     34,894        135,536        170,430        117,383        —          —          —          —          117,383   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      ICB Argentina     Argentina        Ar$        36.21     32.11     340,037        1,314,222        1,654,259        1,133,871        —          —          —          —          1,133,871   
                 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total ThCh$             11,792,378        34,361,842        46,154,220        60,049,072        34,337,115        31,011,513        14,128,757        48,015,897        187,542,354   
                 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-130


Table of Contents
b) Secured and unsecured liabilities

 

  Summary of secured and unsecured liabilities by currency and maturity

 

Country

  Country     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 12-31-2015  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three

years
    Three to
four years
    Four to
fiveyears
    More than
five years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.61     6.50     No        624,775        15,786,095        16,410,870        1,659,369        8,362,538        6,637,571        7,807,914        10,086,341        34,553,733   

Peru

    Sol        6.54     6.44     No        164,366        493,096        657,462        657,461        657,461        5,719,186        328,182        5,691,198        13,053,488   

Colombia

    CP        14.56     15.64     No        16,930,502        50,791,503        67,722,005        102,312,470        110,233,373        135,293,549        101,572,113        600,591,081        1,050,002,586   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total        17,719,643        67,070,694        84,790,337        104,629,300        119,253,372        147,650,306        109,708,209        616,368,620        1,097,609,807   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Country

  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 12-31-2014  
          Current     Non-current  
          One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
    Total Non-
current
 
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.61     6.50     No        4,424,492        1,630,232        6,054,724        14,072,738        1,443,269        7,173,013        5,691,115        15,362,941        43,743,076   

Peru

    Sol        6.40     6.30     No        159,918        479,754        639,672        639,671        639,671        639,671        5,586,014        5,880,850        13,385,877   

Colombia

    CP        9.64     9.38     No        80,341,828        48,241,503        128,583,331        64,322,005        104,199,084        113,756,973        143,560,968        753,218,536        1,179,057,566   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total        84,926,238        50,351,489        135,277,727        79,034,414        106,282,024        121,569,657        154,838,097        774,462,327        1,236,186,519   
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-131


Table of Contents
    Secured and unsecured liabilities by company

 

Taxpayer
ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
   

Financial Institution

  Country     Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/
No)
    Balance as of 12-31-2015  
                    Current     Non-current  
                    One to
three
months
    Three to
twelve
months
    Total
Current
    One to two
years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        Sol        6.41     6.31     No        82,046        246,137        328,183        328,182        328,182        328,182        328,182        5,691,198        7,003,926   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        Sol        6.38     6.28     No        82,320        246,959        329,279        329,279        329,279        5,391,004        —          —          6,049,562   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        US$        6.44     6.34     No        105,486        316,458        421,944        421,944        421,944        421,944        421,944        10,086,341        11,774,117   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        US$        7.93     7.78     No        105,659        316,978        422,637        422,637        422,637        5,831,097        —          —          6,676,371   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        6.73     6.63     No        110,163        7,244,456        7,354,619        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        6.09     6.00     No        99,770        7,297,112        7,396,882        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        5.86     5.78     No        96,133        288,398        384,531        384,530        384,530        384,530        7,385,970        —          8,539,560   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        6.57     6.47     No        107,564        322,693        430,257        430,258        7,133,427        —          —          —          7,563,685   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B-103     Colombia        CP        11.87     11.87     No        1,116,102        3,348,305        4,464,407        39,054,871        —          —          —          —          39,054,871   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B10     Colombia        CP        12.54     11.99     No        966,592        2,899,777        3,866,369        3,866,370        3,866,370        36,715,143        —          —          44,447,883   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B15     Colombia        CP        12.87     12.29     No        344,557        1,033,670        1,378,227        1,378,226        1,378,226        1,378,226        1,378,226        16,871,733        22,384,637   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B09-09     Colombia        CP        12.67     12.11     No        1,318,361        3,955,083        5,273,444        5,273,444        52,249,218        —          —          —          57,522,662   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B12     Colombia        CP        12.88     12.30     No        551,017        1,653,050        2,204,067        2,204,066        2,204,066        2,204,066        2,204,066        21,473,245        30,289,509   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Foreign Bonds     Colombia        CP        10.17     10.17     No        515,898        1,547,693        2,063,591        2,063,591        2,063,591        2,063,591        2,063,591        20,454,156        28,708,520   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds     Colombia        CP        10.17     10.17     No        3,707,356        11,122,068        14,829,424        14,829,424        14,829,424        14,829,424        14,829,424        146,988,109        206,305,805   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B10     Colombia        CP        10.13     9.77     No        1,443,011        4,329,034        5,772,045        5,772,045        5,772,045        5,772,045        5,772,045        79,151,390        102,239,570   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B15     Colombia        CP        10.26     9.89     No        975,333        2,925,998        3,901,331        3,901,331        3,901,331        3,901,331        3,901,331        72,380,849        87,986,173   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B12-13     Colombia        CP        11.71     11.23     No        2,046,250        6,138,749        8,184,999        8,184,998        8,184,998        8,184,998        8,184,998        120,690,336        153,430,328   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B6-13     Colombia        CP        10.91     10.49     No        796,647        2,389,940        3,186,587        3,186,587        3,186,587        36,763,745        —          —          43,136,919   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B6-13     Colombia        CP        10.91     10.49     No        258,219        774,658        1,032,877        1,032,878        1,032,878        11,916,341        —          —          13,982,097   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B16-14     Colombia        CP        10.81     10.39     No        832,281        2,496,844        3,329,125        3,329,126        3,329,126        3,329,126        3,329,126        67,969,888        81,286,392   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B10-14     Colombia        CP        10.46     10.08     No        921,801        2,765,403        3,687,204        3,687,204        3,687,204        3,687,204        3,687,204        54,611,375        69,360,191   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B6-14     Colombia        CP        10.03     9.67     No        618,230        1,854,690        2,472,920        2,472,920        2,472,920        2,472,920        30,568,013        —          37,986,773   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B6-14     Colombia        CP        10.03     9.67     No        518,847        1,556,541        2,075,388        2,075,389        2,075,389        2,075,389        25,654,089        —          31,880,256   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total ThCh$               17,719,643        67,070,694        84,790,337        104,629,300        119,253,372        147,650,306        109,708,209        616,368,620        1,097,609,807   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-132


Table of Contents

Taxpayer
ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
   

Financial Institution

  Country     Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/
No)
    Balance as of 12-31-2014  
                    Current     Non-current  
                    One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        Sol        6.41     6.31     No        80,157        240,472        320,629        320,629        320,629        320,629        320,629        5,880,850        7,163,366   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        Sol        6.38     6.28     No        79,761        239,282        319,043        319,042        319,042        319,042        5,265,385        —          6,222,511   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        US$        6.44     6.34     No        91,749        275,246        366,995        366,994        366,994        366,994        366,994        9,039,318        10,507,294   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        US$        7.93     7.78     No        91,899        275,698        367,597        367,597        367,597        367,597        4,989,668        —          6,092,459   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental     Peru        US$        7.25     7.13     No        3,881,082        —          3,881,082        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        6.73     6.63     No        95,816        287,449        383,265        6,296,355        —          —          —          —          6,296,355   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        6.09     6.00     No        86,777        260,331        347,108        6,333,114        —          —          —          —          6,333,114   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        6.57     6.47     No        93,556        280,669        374,225        374,225        374,225        6,103,969        —          —          6,852,419   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank     Peru        US$        5.86     5.78     No        83,613        250,839        334,452        334,453        334,453        334,453        334,453        6,323,623        7,661,435   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series A-10     Colombia        CP        8.87     8.59     No        53,979,516        —          53,979,516        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series A102     Colombia        CP        8.87     8.59     No        10,281,812        —          10,281,812        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B-103     Colombia        CP        9.79     9.79     No        982,211        2,946,634        3,928,845        3,928,846        43,805,925        —          —          —          47,734,771   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B10     Colombia        CP        10.44     10.06     No        882,562        2,647,687        3,530,249        3,530,250        3,530,250        3,530,250        41,216,421        —          51,807,171   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B15     Colombia        CP        10.77     10.36     No        316,557        949,671        1,266,228        1,266,228        1,266,228        1,266,228        1,266,228        19,363,519        24,428,431   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B09-09     Colombia        CP        10.57     10.17     No        1,213,148        3,639,445        4,852,593        4,852,593        4,852,593        58,216,407        —          —          67,921,593   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B12     Colombia        CP        10.78     10.37     No        509,006        1,527,019        2,036,025        2,036,026        2,036,026        2,036,026        2,036,026        25,961,808        34,105,912   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Foreign Bonds     Colombia        CP        10.17     10.17     No        581,078        1,743,234        2,324,312        2,324,312        2,324,312        2,324,312        2,324,312        25,362,714        34,659,962   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds     Colombia        CP        10.17     10.17     No        4,175,756        12,527,267        16,703,023        16,703,023        16,703,023        16,703,023        16,703,023        182,262,097        249,074,189   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B10     Colombia        CP        8.09     7.85     No        1,246,095        3,738,285        4,984,380        4,984,380        4,984,380        4,984,380        4,984,380        91,102,169        111,039,689   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B15     Colombia        CP        8.21     7.97     No        845,671        2,537,012        3,382,683        3,382,682        3,382,682        3,382,682        3,382,682        77,827,476        91,358,204   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B12-13     Colombia        CP        9.63     9.30     No        1,843,223        5,529,669        7,372,892        7,372,892        7,372,892        7,372,892        7,372,892        134,542,069        164,033,637   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B6-13     Colombia        CP        8.85     8.57     No        703,731        2,111,194        2,814,925        2,814,926        2,814,926        2,814,926        40,827,900        —          49,272,678   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B6-13     Colombia        CP        8.85     8.57     No        228,103        684,309        912,412        912,412        912,412        912,412        13,233,669        —          15,970,905   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B16-14     Colombia        CP        8.74     8.47     No        743,130        2,229,390        2,972,520        2,972,520        2,972,520        2,972,520        2,972,520        72,211,138        84,101,218   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B10-14     Colombia        CP        8.41     8.16     No        816,008        2,448,025        3,264,033        3,264,033        3,264,033        3,264,033        3,264,033        61,737,690        74,793,822   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Quimbo Bonds B6-14     Colombia        CP        7.98     7.75     No        540,559        1,621,676        2,162,235        2,162,235        2,162,235        2,162,235        2,162,235        34,170,442        42,819,382   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Series B6-14     Colombia        CP        7.98     7.75     No        453,662        1,360,986        1,814,648        1,814,647        1,814,647        1,814,647        1,814,647        28,677,414        35,936,002   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total ThCh$               84,926,238        50,351,489        135,277,727        79,034,414        106,282,024        121,569,657        154,838,097        774,462,327        1,236,186,519   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-133


Table of Contents
  c) Finance lease obligations

 

    Finance lease obligations by company

 

Taxpayer ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
    Financial Institution     Country     Currency     Nominal
Interest
Rate
    Balance as of 12-31-2015  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A.        Peru        Foreign        Banco Scotiabank        Peru        US$        2.10%        2,584,782        7,682,823        10,267,605        15,644,049        —          —          —          —          15,644,049   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Banco Corpbanca        Colombia        CP        10.80%        7,331        21,099        28,430        27,912        23,306        —          —          —          51,218   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Equirent S.A.        Colombia        CP        6.55%        6,977        20,183        27,160        27,731        20,095        —          —          —          47,826   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  2,599,090        7,724,105        10,323,195        15,699,692        43,401        —          —          —          15,743,093   

Taxpayer ID
No. (RUT)

  Company     Country     ID No.
Financial
Institution
    Financial Institution     Country     Currency     Nominal
Interest
Rate
    Balance as of 12-31-2014  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A.        Peru        Foreign        Banco Scotiabank        Peru        US$        2.02%        2,250,920        6,692,173        8,943,093        8,781,527        13,384,629        —          —          —          22,166,156   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  2,250,920        6,692,173        8,943,093        8,781,527        13,384,629        —          —          —          22,166,156   

 

F-134


Table of Contents
  d) Other liabilities

 

    Other liabilities by company

 

Taxpayer ID
No. (RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial
Institution

  Country   Currency   Nominal
Interest
Rate
  Balance as of 12-312015  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than
five
years
    Total
Non-
current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Central Costanera S.A.   Argentina   Foreign   Mitsubishi (guaranteed debt)   Argentina   US$   0.25%     590,129        1,768,176        2,358,305        5,810,613        1,792,235        1,883,493        1,937,302        23,273,695        34,697,338   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Otros   Argentina   Ar$   23.59%     2,347,678        14,015,924        16,363,602        4,358,417        681,224        —          —          —          5,039,641   

Foreign

  Hidroinvest S.A.   Argentina   Foreign   Otros   Argentina   US$   2.53%     898        196,109        197,007        —          —          —          —          —          —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  2,938,705        15,980,209        18,918,914        10,169,030        2,473,459        1,883,493        1,937,302        23,273,695        39,736,979   

Taxpayer ID
No. (RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial
Institution

  Country   Currency   Nominal
Interest
Rate
  Balance as of 12-31-2014  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than
five
years
    Total
Non-
current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Central Costanera S.A.   Argentina   Foreign   Mitsubishi (secured debt)   Argentina   US$   0.25%     9,523        1,850,404        1,859,927        671,565        670,617        669,670        808,784        23,886,776        26,707,412   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Others   Argentina   Ar$   17.29%     1,097,278        1,294,252        2,391,530        -        —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Others   Argentina   Ar$   23.54%     127,042        381,125        508,167        7,769,157        1,945,985        —          —          —          9,715,142   

Foreign

  Hidroinvest S.A.   Argentina   Foreign   Others   Argentina   US$   2.33%     952        168,039        168,991        —          —          —          —          —          —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  1,234,795        3,693,820        4,928,615        8,440,722        2,616,602        669,670        808,784        23,886,776        36,422,554   

 

F-135


Table of Contents

APPENDIX 4 DETAIL OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY

This appendix forms an integral part of the Combined Group’s financial statements.

The detail of assets denominated in foreign currencies is the following:

 

                Balance as of  
    Foreign Currency     Functional Currency     12-31-2015     12-31-2014  
      ThCh$     ThCh$  
ASSETS        

CURRENT ASSETS

       

Cash and cash equivalents

        3,679,022        22,166,394   
    US$        Ch$        —          42,185   
    US$        CP        110,151        342,438   
    US$        Sol        2,978,182        21,216,886   
    US$        Ar$        590,689        564,885   
     

 

 

   

 

 

 

TOTAL CURRENT ASSETS

        3.679.022        22,166,394   
     

 

 

   

 

 

 

NON-CURRENT ASSETS

       

Investments accounted for using the equity method

        445,199,745        540,856,061   
    Ar$        Ch$        1,017,144        1,979,132   
    Brazilian real        Sol        46,842,286        56,886,006   
    Brazilian real        Ch$        397,340,315        481,990,923   

Goodwill

        100,396,852        94,462,005   
    Sol        Ch$        93,959,054        88,241,039   
    Ar$        Ch$        6,437,798        6,220,966   
     

 

 

   

 

 

 

TOTAL NON-CURRENT ASSETS

  

    545,596,597        635,318,066   
     

 

 

   

 

 

 

TOTAL ASSETS

        549,275,619        657,484,460   
     

 

 

   

 

 

 

 

F-136


Table of Contents

The detail of liabilities denominated in foreign currencies is the following:

 

                Balance as of 12-31-2015  
                Current     Non-current  
                One to three
months
    Three to twelve
months
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
    Foreign
Currency
    Functional
Currency
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Other financial liabilities

  US$            34,408,931        28,674,340        63,083,271        27,343,337        29,450,568        8,820,712        9,745,216        33,360,036        108,719,869   
  US$          Sol        29,916,688        26,710,055        56,626,743        21,532,724        27,658,333        6,937,219        7,807,914        10,086,341        74,022,531   
  US$          Ar$        4,492,243        1,964,285        6,456,528        5,810,613        1,792,235        1,883,493        1,937,302        23,273,695        34,697,338   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

  

    34,408,931        28,674,340        63,083,271        27,343,337        29,450,568        8,820,712        9,745,216        33,360,036        108,719,869   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

                Balance as of 12-31-2014  
                Current     Non-current  
                One to three
months
    Three to twelve
months
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
 
    Foreign
Currency
    Functional
Currency
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Other financial liabilities

  US$            12,409,400        32,391,553        44,800,953        64,839,611        34,279,771        24,234,477        6,756,293        39,249,717        169,359,869   
  US$          Sol        9,589,986        18,318,769        27,908,755        63,128,648        33,609,154        23,564,807        5,947,509        15,362,941        141,613,059   
  US$          Ar$        2,819,414        14,072,784        16,892,198        1,710,963        670,617        669,670        808,784        23,886,776        27,746,810   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

  

    12,409,400        32,391,553        44,800,953        64,839,611        34,279,771        24,234,477        6,756,293        39,249,717        169,359,869   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-137


Table of Contents

APPENDIX 5 ADDITIONAL INFORMATION CIRCULAR NO. 715 OF FEBRUARY 3, 2012

This appendix forms an integral part of the Combined Group’s financial statements.

a) Portfolio stratification

 

    Trade and other receivables by aging:

 

Trade and Other
Receivables

  Balance as of 12-31-2015  
  On demand     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days     More than
251 days
    Total Current     Total Non-
current
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Trade receivables, gross

    149,944,756        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        187,570,252        227,118,907   

Allowance for doubtful accounts

    (212,623     —          —          (233,925     —          —          —          (2,735,412     —          (2,558,026     (5,739,986     —     

Other receivables, gross

    18,650,557        —          —          —          —          —          —          —          —          —          18,650,557        3,705,793   

Allowance for doubtful accounts

    (1,340,859     —          —          —          —          —          —          —          —          —          (1,340,859     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    167,041,831        9,422,903        3,835,624        3,571,072        3,734,126        3,641,098        3,550,857        2,457,512        75,322        1,809,619        199,139,964        230,824,700   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trade and Other
Receivables

  Balance as of 12-31-2014  
  On demand     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days     More than
251 days
    Total Current     Total Non-
current
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Trade receivables, gross

    105,900,237        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        2,178,437        114,159,619        136,744,799   

Allowance for doubtful accounts

    (278,332     —          —          —          —          —          —          —          —          (865,390     (1,143,722     —     

Other receivables, gross

    4,450,856        —          —          —          —          —          —          —          —          —          4,450,856        4,471,713   

Allowance for doubtful accounts

    (1,310,435     —          —          —          —          —          —          —          —          —          (1,310,435     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    108,762,326        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        1,313,047        116,156,318        141,216,512   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-138


Table of Contents
    By type of portfolio:

 

Aging of balances of trade
receivables

  Balance as of 12-31-2015     Balance as of 12-31-2014  
  Non-renegotiated
portfolio
    Portfolio with
renegotiation terms
    Total gross portfolio     Non-renegotiated
portfolio
    Portfolio with
renegotiation terms
    Total gross portfolio  
  Number
of
customers
    Gross value     Number
of
customers
    Gross value     Number
of
customers
    Gross value     Number
of
customers
    Gross value     Number
of
customers
    Gross value     Number
of
customers
    Gross value  
    ThCh$       ThCh$       ThCh$       ThCh$       ThCh$       ThCh$  

On demand and non-current

    141        377,063,663        —          —          141        377,063,663        137        242,645,036        —          —          137        242,645,036   

1 to 30 days

    35        9,422,903        —          —          35        9,422,903        53        5,522,879        —          —          53        5,522,879   

31 to 60 days

    13        3,835,624        —          —          13        3,835,624        11        121,723        —          —          11        121,723   

61 to 90 days

    11        3,804,997        —          —          11        3,804,997        4        64,251        —          —          4        64,251   

91 to 120 days

    4        3,734,126        —          —          4        3,734,126        3        62,605        —          —          3        62,605   

121 to 150 days

    4        3,641,098        —          —          4        3,641,098        3        61,242        —          —          3        61,242   

151 to 180 days

    6        3,550,857        —          —          6        3,550,857        1        62,025        —          —          1        62,025   

181 to 210 days

    5        5,192,924        —          —          5        5,192,924        2        60,783        —          —          2        60,783   

211 to 250 days

    2        75,322        —          —          2        75,322        2        125,437        —          —          2        125,437   

More than 251 days

    37        4,367,645        —          —          37        4,367,645        33        2,178,437        —          —          33        2,178,437   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    258        414,689,159        —          —          258        414,689,159        249        250,904,418        —          —          249        250,904,418   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

b) Portfolio in default and in legal collection process

 

Portfolio in Default and in Legal Collection Process

   Balance as of
12-31-2015
     Balance as of
12-31-2014
 
   Number of
customers
     Amount      Number of
customers
     Amount  
      ThCh$         ThCh$  

Notes receivable in legal collection process (*)

     3         137,987         5         186,025   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3         137,987         5         186,025   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(*) Legal collections are included in the portfolio in arrears.

 

F-139


Table of Contents

c) Provisions and write-offs

 

Provisions and Write-offs

   For the years ended  
   12-31-2015      12-31-2014      12-31-2013  
   ThCh$      ThCh$      ThCh$  

Provision for non-renegotiated portfolio

     4,411,409         869,239         (76,227

Write-offs for the year

     (3,566      (163,973      (29,396

Recoveries for the year

     369,917         —           —     

Total

     4,777,760         705,266         (105,623
  

 

 

    

 

 

    

 

 

 

d) Number and value of operations

 

     For the years ended  
   12-31-2015      12-31-2014      12-31-2013  
   Last quarter      Year      Last quarter      Year      Last quarter     Year  

Impairment provision and recoveries

                

Number of operations

     14         94         45         180         24        124   

Value of operations, in ThCh$

     251,498         4,781,326         427,006         869,239         (159,544     (76,227

 

F-140


Table of Contents

APPENDIX 5.1 SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES

This appendix forms an integral part of the Combined Group’s financial statements.

 

  a) Portfolio stratification

 

    Trade receivables by aging:

 

    Balance as of
12-31-2015
 
    On demand     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days     More than
251 days
    Total
Current
    Total Non-
current
 

Trade Receivables

  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Generation and transmission receivables

    149,944,756        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        187,570,252        227,118,907   

— Large customers

    92,017,770        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        129,643,266        —     

— Institutional customers

    49,196,219        —          —          —          —          —          —          —          —          —          49,196,219        227,118,907   

— Others

    8,730,767        —          —          —          —          —          —          —          —          —          8,730,767        —     

Allowance for doubtful accounts

    (212,623     —          —          (233,925     —          —          —          (2,735,412     —          (2,558,026     (5,739,986     —     

Unbilled services

    89,723,981        —          —          —          —          —          —          —          —          —          89,723,981        32,928,280   

Services billed

    60,220,775        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        97,846,271        194,190,627   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Gross

    149,944,756        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        187,570,252        227,118,907   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Allowance for doubtful accounts

    (212,623     —          —          (233,925     —          —          —          (2,735,412     —          (2,558,026     (5,739,986     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Net

    149,732,133        9,422,903        3,835,624        3,571,072        3,734,126        3,641,098        3,550,857        2,457,512        75,322        1,809,619        181,830,266        227,118,907   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Balance as of 12-31-2014  
    On demand     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days     More than
251 days
    Total
Current
    Total Non-
current
 

Trade Receivables

  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Generation and transmission receivables

                       

— Large customers

    72,719,222        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        2,178,437        80,978,604        —     

— Institutional customers

    31,379,347        —          —          —          —          —          —          —          —          —          31,379,347        136,744,799   

— Others

    1,801,668        —          —          —          —          —          —          —          —          —          1,801,668        —     

Allowance for doubtful accounts

    (278,332     —          —          —          —          —          —          —          —          (865,390     (1,143,722     —     

Unbilled services

    65,286,822        —          —          —          —          —          —          —          —          —          65,286,822        —     

Services billed

    40,613,415        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        2,178,437        48,872,797        136,744,799   

Total Trade Receivables, Gross

    105,900,237        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        2,178,437        114,159,619        136,744,799   

Total Allowance for doubtful accounts

    (278,332     —          —          —          —          —          —          —          —          (865,390     (1,143,722     —     

Total Trade Receivables, Net

    105,621,905        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        1,313,047        113,015,897        136,744,799   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-141


Table of Contents
    By type of portfolio:

 

Portfolio Type

  Balance as of
12-31-2015
 
  Current     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days     More than
251 days
    Total gross
portfolio
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

GENERATION AND TRANSMISSION

                     

Non-renegotiated portfolio

    149,944,756        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        187,570,252   

—Large customers

    92,017,770        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        129,643,266   

—Institutional customers

    49,196,219        —          —          —          —          —          —          —          —          —          49,196,219   

—Others

    8,730,767        —          —          —          —          —          —          —          —          —          8,730,767   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross portfolio

    149,944,756        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        187,570,252   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio Type

  Balance as of
12-31-2014
 
  Current     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days     More than
251 days
    Total gross
portfolio
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

GENERATION AND TRANSMISSION

                     

Non-renegotiated portfolio

    105,900,237        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        2,178,437        114,159,619   

—Large customers

    72,719,222        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        2,178,437        80,978,604   

—Institutional customers

    31,379,347        —          —          —          —          —          —          —          —          —          31,379,347   

—Others

    1,801,668        —          —          —          —          —          —          —          —          —          1,801,668   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross portfolio

    105,900,237        5,522,879        121,723        64,251        62,605        61,242        62,025        60,783        125,437        2,178,437        114,159,619   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-142


Table of Contents

APPENDIX 5.2 ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY

This appendix forms an integral part of the Combined Group’s financial statements.

 

Country

  Colombia     Peru     Argentina     Total  

Balance as of

  12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014  
    Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls  

STATEMENT OF FINANCIAL POSITION

                               

Current accounts receivable from related parties

    6,273,994        —          7,786,508        —          6,374,076        1,727,918        5,368,119        1,066,736        —          —          —          —          12,648,070        1,727,918        13,154,627        1,066,736   

Trade and other current receivables, net

    44,109,737        —          40,601,712        —          22,419,634        5,091,255        17,278,485        3,882,644        8,103,388        114,662        4,480,943        2,247,911        74,632,759        5,205,917        62,361,140        6,130,555   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Estimated Assets

    50,383,731        —          48,388,220        —          28,793,710        6,819,173        22,646,604        4,949,380        8,103,388        114,662        4,480,943        2,247,911        87,280,829        6,933,835        75,515,767        7,197,291   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current accounts payables to related parties

    —          2,036,255        —          —          —          —          —          —          —          —          —          —          —          2,036,255        —          —     

Trade and other current payables

    —          3,219,687        7,649,456        —          1,176,124        3,590,591        1,154,319        2,732,796        425,631        —          600,929        6,529        1,601,755        6,810,278        9,404,704        2,739,325   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Estimated Liabilities

    —          5,255,942        7,649,456        —          1,176,124        3,590,591        1,154,319        2,732,796        425,631        —          600,929        6,529        1,601,755        8,846,533        9,404,704        2,739,325   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Country

  Colombia     Peru     Argentina     Total  

For the year ended

  12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014  
    Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

STATEMENT OF INCOME

                               

Energy Sales

    53,695,354        —          54,137,539        —          28,416,522        6,729,844        23,124,551        4,190,054        4,909,313        148,113        6,991,588        —          87,021,189        6,877,957        84,253,678        4,190,054   

Energy Purchases

    —          5,601,405        4,447,525        3,322,360        1,160,718        3,543,556        1,142,551        2,704,932        34,076        —          230,650        399,769        1,194,794        9,144,961        5,820,726        6,427,061   

APPENDIX 6 DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS

This appendix forms an integral part of the Combined Group’s financial statements.

 

Suppliers with Current Payment Amounts

   Balance as of  
   12-31-2015      12-31-2014  
   Goods      Services      Other      Total      Goods      Services      Other      Total  
   ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

Up to 30 days

     —           16,052,006         —           16,052,006         —           19,626,932         —           19,626,932   

From 31 to 60 days

     —           9,396,372         —           9,396,372         —           6,067,846         —           6,067,846   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           25,448,378         —           25,448,378         —           25,694,778         —           25,694,778   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-143


Table of Contents

 

 

 

 

Consolidated Financial Statements

Enel Brasil S.A.

 

December 31, 2015

with Report of Independent Registered

Public Accounting Firm

 

 

 

 


Table of Contents

Enel Brasil S.A.

Consolidated financial statements

December 31, 2015

Contents

 

Consolidated statements of financial position

     G-3   

Consolidated income statements

     G-5   

Consolidated statements of other comprehensive income

     G-6   

Consolidated statements of changes in equity

     G-7   

Consolidated statements of cash flows

     G-8   

Notes to consolidated financial statements

     G-9   


Table of Contents

Enel Brasil S.A.

Consolidated statements of financial position

At December 31, 2015 and 2014

(In thousands of reais)

 

     Notes      12/31/2015      12/31/2014  

Assets

        

Current assets

        

Cash and cash equivalents

     5         509,396         864,071   

Marketable securities

     6         206,168         230,313   

Consumers, concessionaires and permittees, net

     7         1,869,857         1,220,263   

CDE subventions — tariff discount

     8         432,717         181,646   

Guarantees and deposits

     10         65,811         58,242   

Financial asset from Portion A and other financial items

     11         689,519         487,333   

Taxes recoverable

     9         268,053         229,140   

Services in progress

        159,028         176,099   

Derivative financial instruments — gain on swap

     19         5,068         844   

Other receivables

     13         367,852         314,572   
     

 

 

    

 

 

 

Total current assets

        4,573,469         3,762,523   
     

 

 

    

 

 

 

Non-current assets

        

Consumers, concessionaires and permittees, net

     7         142,321         148,073   

Financial asset from Portion A and other financial items

     11         151,932         234,865   

Taxes recoverable

     9         186,146         148,178   

Escrow deposits

     23         294,381         261,720   

Guarantees and deposits

     10         25,575         24,130   

Deferred taxes

     27         485,466         498,257   

Tax credit from merger

     12         56,606         64,655   

Derivative financial instruments — gain on swap

     19         5,385         15,365   

Indemnification assets (concession)

     14         2,722,423         2,125,968   

Other receivables

     13         19,306         19,574   

Investments

        100         100   

Property, plant and equipment

     15         1,953,228         1,969,507   

Intangible assets

     16         4,905,218         4,490,006   
     

 

 

    

 

 

 

Total non-current assets

        10,948,087         10,000,398   
     

 

 

    

 

 

 

Total assets

        15,521,556         13,762,921   
     

 

 

    

 

 

 

Liabilities and equity

        

Current liabilities

        

Trade accounts payable

     17         1,530,701         1,258,456   

Loans and financing

     18         328,819         187,495   

Debentures

     19         426,156         155,469   

Payroll

        95,440         99,836   

Taxes payable

     21         565,565         173,405   

Regulatory charges

     8         372,128         18,881   

Dividends payable

        351,572         219,327   

Post-employment benefit obligations

     26         2,040         770   

Provision — “Luz para Todos” program (light for all)

        48,489         52,074   

Research, development and energy efficiency programs

        71,802         77,438   

Other obligations

        172,827         121,415   
     

 

 

    

 

 

 

Total current liabilities

        3,965,539         2,364,566   
     

 

 

    

 

 

 

 

G-3


Table of Contents
     Notes      12/31/2015     12/31/2014  

Non-current liabilities

       

Trade accounts payable

     17         134,664        126,363   

Loans and financing

     18         1,210,462        1,309,261   

Debentures

     19         1,160,061        1,434,910   

Deferred taxes

     27         60,662        73,077   

Post-employment benefit obligations

     26         577,031        535,345   

Provision for tax, civil and labor risks

     23         737,759        666,896   

Research, development and energy efficiency programs

        100,109        105,527   

Other obligations

        32,718        34,064   
     

 

 

   

 

 

 

Total non-current liabilities

        4,013,466        4,285,443   
     

 

 

   

 

 

 

Equity

     24        

Attributed to controlling shareholder

       

Capital

        1,320,049        1,056,049   

Treasury stock

        (111,025     (111,025

Capital reserve

        2,504,370        2,504,370   

Income reserve

        1,477,824        1,400,765   

Other comprehensive income

        46,526        9,561   

Equity valuation adjustments

        142,856        167,722   
     

 

 

   

 

 

 
        5,380,600        5,027,442   

Attributed to non-controlling shareholders

       

Attributed to other entities in the Enersis S.A. Group

        1,631,058        1,629,264   

Attributed to other non-controlling shareholders

        530,897        456,206   
     

 

 

   

 

 

 
        2,161,955        2,085,470   
     

 

 

   

 

 

 

Total equity

        7,542,555        7,112,912   
     

 

 

   

 

 

 

Total liabilities and equity

        15,521,556        13,762,921   
     

 

 

   

 

 

 

See accompanying notes.

 

G-4


Table of Contents

Enel Brasil S.A.

Consolidated income statements

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais)

 

     Notes      12/31/2015     12/31/2014     12/31/2013  

Net revenue

     28         10,222,799        9,420,851        7,609,534   

Cost of services

     29         (8,343,979     (7,118,594     (5,432,774
     

 

 

   

 

 

   

 

 

 

Gross profit

        1,878,820        2,302,257        2,176,760   
     

 

 

   

 

 

   

 

 

 

Operating expenses

         

Selling expenses

     29         (172,371     (85,313     (128,789

General and administrative expenses

     29         (540,047     (428,438     (374,110

Amortization and reversal of goodwill from merger

     29         (23,269     (22,622     (24,720

Other operating expenses

     29         (5,567     (15,795     (61,052
     

 

 

   

 

 

   

 

 

 

Total operating expenses

        (741,254     (552,168     (588,671
     

 

 

   

 

 

   

 

 

 

Operating income

        1,137,566        1,750,089        1,588,089   
     

 

 

   

 

 

   

 

 

 

Financial income (expenses)

         

Financial income

     30         631,836        336,250        611,593   

Financial expenses

     30         (749,527     (912,338     (515,711

Foreign exchange variation, net

     30         (46,011     (18,650     (17,760
     

 

 

   

 

 

   

 

 

 

Income before taxes

        973,864        1,155,351        1,666,211   
     

 

 

   

 

 

   

 

 

 

Current income and social contribution taxes

     27         (425,766     (450,304     (496,337

Deferred income and social contribution taxes

     27         (27,550     91,484        32,856   

Tax incentives

     27         (66,630     76,111        50,911   
     

 

 

   

 

 

   

 

 

 

Net income for the year

        587,178        872,642        1,253,641   
     

 

 

   

 

 

   

 

 

 

Attributable to controlling shareholder

        455,805        664,705        910,247   

Attributed to other entities in the Enersis S.A. Group

        36,799        140,960        275,232   

Attributed to other non-controlling shareholders

        94,574        66,977        68,162   

See accompanying notes.

 

G-5


Table of Contents

Enel Brasil S.A.

Consolidated statements of other comprehensive income

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais)

 

     12/31/2015     12/31/2014     12/31/2013  

Net income for the year

     587,178        872,642        1,253,641   

Other comprehensive income (loss)

      

Other comprehensive income (loss) to be reclassified to income statements in subsequent periods

      

Gain (loss) on derivative financial instruments

     (11,274     (2,959     23,635   

Deferred tax on (gain) loss on derivative financial instruments

     3,833        1,006        (8,085

Cumulative translation adjustment

     42,302        2,089        1,824   
  

 

 

   

 

 

   

 

 

 

Net other comprehensive income (loss) to be reclassified to income statements in subsequent periods

     34,861        136        17,374   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss) not to be reclassified to income statements in subsequent periods

      

Remeasurement gain (loss) on subsidiary’s pension fund

     (63,497     (63,747     75,734   

Deferred tax on remeasurement (gain) loss in pension fund

     21,589        21,674        (25,750
  

 

 

   

 

 

   

 

 

 

Net other comprehensive income (loss) not to be reclassified to income statements in subsequent periods

     (41,908     (42,073     49,984   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

     (7,047     (41,937     67,358   
  

 

 

   

 

 

   

 

 

 

Comprehensive income for the year, net of tax

     580,131        830,705        1,320,999   
  

 

 

   

 

 

   

 

 

 

Attributable to controlling shareholder

     473,144        645,499        941,863   

Attributable to other entities in the Enersis S.A. Group

     13,033        120,433        314,471   

Attributable to other non-controlling shareholders

     93,954        64,773        64,665   

See accompanying notes.

 

G-6


Table of Contents

Enel Brasil S.A.

Consolidated statements of changes in equity

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais)

 

                Capital
Reserve
    Income reserves                                
    Capital     Treasury
stocks
    Remuneration
of goodwill on
the issue
of shares
    Legal
reserve
    Other
reserves
    Statutory
reserve for
working
capital
    Other
comprehensive
income
    Equity
valuation
adjustment
    Retained
earnings
    Additional
dividend
distribution
proposal
    Shareholders
Enel
Brasil
    Other
shareholders
Enersis S.A.
Group
    Non-controlling
shareholders
    Total  

Balances at January 1st, 2013

    916,879        (111,025     2,504,370        133,839        (1,124     647,711        (1,684     243,074        —          741,665        5,073,705        1,041,964        829,577        6,945,246   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital increase (merger)

    139,170        —          —          —          —          —          —          —          —          —          139,170        (139,170     —          —     

Capital reduction of subsidiary

    —          —          —          —          —          —          —          —          —          —          —          (315     (563     (878

Depreciation of PP&E (deemed cost)

    —          —          —          —          —          —          —          (37,676     37,676        —          —          —          —          —     

Approval of proposed dividends

    —          —          —          —          —          —          —          —          —          (741,665     (741,665     (216     (48,648     (790,529

Net income for the year

    —          —          —          —          —          —          —          —          910,247        —          910,247        275,232        68,162        1,253,641   

Actuarial gain on subsidiary’s pension fund

    —          —          —          —          —          —          21,762        —          —          —          21,762        33,745        (5,523     49,984   

Transfer to retained earnings

    —          —          —          —          —          —          (21,762     —          21,762        —          —          —          —          —     

Gain on derivative financial instrument

    —          —          —          —          —          —          8,030        —          —          —          8,030        5,494        2,026        15,550   

Effect of merger

    —          —          —          —          (2,892     —          —          —          —          —          (2,892     —          —          (2,892

Transfer of equity interests

    —          —          —          —          —          —          —          —          —          —          —          158,068        (158,068     —     

Management’s proposal for net income allocation

                           

Interim dividends

    —          —          —          —          —          —          —          —          —          —          —          (336     (600     (936

Mandatory dividends

    —          —          —          —          —          —          —          —          (236,981       (236,981     (85,026     (11,043     (333,050

Additional proposed dividends

                    (616,152     616,152        —          —          —          —     

Statutory reserve for working capital

    —          —          —          —          —          116,552        —          —          (116,552     —          —          —          —          —     

Cumulative translation adjustment

    —          —          —          —          —          —          1,824        —          —          —          1,824        —          —          1,824   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2013

    1,056,049        (111,025     2,504,370        133,839        (4,016     764,263        8,170        205,398        —          616,152        5,173,200        1,289,440        675,320        7,137,960   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation of PP&E (deemed cost)

    —          —          —          —          —          —          —          (37,676     37,676        —          —          —          —          —     

Effect accounted for by subsidiary — unclaimed dividends

    —          —          —          —          —          —          —          —          654        —          654        371        153        1,178   

Approval of proposed dividends

    —          —          —          —          —          —          —          —          —          (616,152     (616,152     (8,208     (14,045     (638,405

Net income for the year

    —          —          —          —          —          —          —          —          664,705        —          664,705        140,960        66,977        872,642   

Actuarial loss on subsidiary’s pension fund

    —          —          —          —          —          —          (20,597     —          —          —          (20,597     (19,470     (2,006     (42,073

Transfer to retained earnings

    —          —          —          —          —          —          20,597        —          (20,597     —          —          —          —          —     

Loss on derivative financial instrument

    —          —          —          —          —          —          (698     —          —          —          (698     (1,057     (198     (1,953

Transfer of equity interests

    —          —          —          —          —          —          —          —          —          —          —          258,385        (258,385     —     

Management’s proposal for net income allocation

                           

Interim dividends

    —          —          —          —          —          —          —          —          —          —          —          (331     (593     (924

Mandatory dividends

    —          —          —          —          —          —          —          —          (175,759     —          (175,759     (30,826     (11,017     (217,602

Statutory reserve for working capital

    —          —          —          —          —          506,679        —          —          (506,679     —          —          —          —          —     

Cumulative translation adjustment

    —          —          —          —          —          —          2,089        —          —          —          2,089        —          —          2,089   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2014

    1,056,049        (111,025     2,504,370        133,839        (4,016     1,270,942        9,561        167,722        —          —          5,027,442        1,629,264        456,206        7,112,912   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital increase

    264,000        —          —          —          —          (264,000     —          —          —          —          —          —          —          —     

Approval of proposed dividends

    —          —          —          —          —          —          —          —          —          —          —          (79     (141     (220

Depreciation of PP&E (deemed cost)

    —          —          —          —          —          —          —          (24,866     24,866        —          —          —          —          —     

Effect accounted for subsidiary — unclaimed dividends

    —          —          —          —          —          —          —          —          242        —          242        15        —          257   

Net income for the period

    —          —          —          —          —          —          —          —          455,805        —          455,805        36,799        94,574        587,178   

Actuarial gain (loss) on subsidiary’s pension fund

    —          —          —          —          —          —          (19,626     —          —          —          (19,626     (22,184     (98     (41,908

Transfer to retained earnings

    —          —          —          —          —          —          19,626        —          (19,626     —          —          —          —          —     

Loss on derivative financial instrument

    —          —          —          —          —          —          (5,337     —          —          —          (5,337     (1,582     (522     (7,441

Management’s proposal for net income allocation

                           

Interim dividends

    —          —          —          —          —          —          —          —          —          —          —          (231     (413     (644

Mandatory dividends

    —          —          —          —          —          —          —          —          (120,228     —          (120,228     (10,944     (18,709     (149,881

Statutory reserve for working capital

    —          —          —          —          —          341,059        —          —          (341,059     —          —          —          —          —     

Cumulative translation adjustment

    —          —          —          —          —          —          42,302        —          —          —          42,302        —          —          42,302   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2015

    1,320,049        (111,025     2,504,370        133,839        (4,016     1,348,001        46,526        142,856        —          —          5,380,600        1,631,058        530,897        7,542,555   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes.

 

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Table of Contents

Enel Brasil S.A.

Consolidated statements of cash flows

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais)

 

     12/31/2015     12/31/2014     12/31/2013  

Operating activities

      

Income before taxes for the year

     973,864        1,155,351        1,666,211   

Adjustments to reconcile income before tax to cash from operating activities

      

Allowance for doubtful accounts

     158,072        60,262        98,419   

Depreciation and amortization

     544,887        544,974        517,941   

Deferred tax from merger

     23,272        22,622        24,720   

Impairment

     —          —          10,919   

Provisions for tax, civil and labor risks, net

     213,624        164,799        140,582   

Tax credit from merger

     8,049        8,794        9,609   

Monetary adjustments and interest

     443,262        290,548        243,687   

Indemnification assets revenues

     (212,922     306,060        (205,165

Net book value of written off intangible assets and property, plant and equipment

     22,543        56,318        119,704   

Research, development and energy efficiency programs

     86,502        86,061        75,890   

Post-employment benefit obligations

     57,516        55,109        50,214   

Provision for inventory losses

     —          (329     7,750   

Financial instruments through profit and loss

     920        (6,672     (6,704

Monetary adjustment of financial asset from Portion A and other financial items

     (108,134     —          —     

Other revenues

     —          (2,363     —     
  

 

 

   

 

 

   

 

 

 
     2,211,455        2,741,534        2,753,777   

(Increase) decrease in operating assets

      

Consumers, concessionaires and permittees

     (810,487     (177,682     88,212   

Financial asset from Portion A and other

     (11,119     (722,198     —     

CDE subventions — tariff discount

     (251,071     (161,261     (20,385

Guarantees and deposits

     (9,014     34,621        (1,840

Escrow deposits

     (17,202     78,083        (290

Other receivables

     (84,692     (138,118     (97,740

Increase (decrease) in operating liabilities

      

Trade accounts payable

     275,994        390,912        74,429   

Payroll

     (4,396     14,319        17,896   

Regulatory charges

     353,247        (2,637     (55,199

Post-employment benefit obligations

     (78,057     (60,586     (42,380

Provisions of tax, civil and labor claims

     (142,761     (136,510     (93,446

Other liabilities

     (49,108     (17,713     (8,505

Taxes payable / recoverable, net

     190,903        15,834        (115,368

Income taxes paid

     (233,151     (365,399     (435,817
  

 

 

   

 

 

   

 

 

 

Net cash flows from operating activities

     1,340,541        1,493,199        2,063,344   
  

 

 

   

 

 

   

 

 

 

Investing activities

      

Marketable securities

     22,573        505,365        (120,528

Result of merger

     —          —          (2,892

Investments

     —          —          (2,324

Investments in intangible assets and property, plant and equipment

     (1,323,048     (909,636     (843,125
  

 

 

   

 

 

   

 

 

 

Net cash flows applied in investing activities

     (1,300,475     (404,271     (968,869
  

 

 

   

 

 

   

 

 

 

Financing activities

      

Debentures funding

     —          300,000        —     

Payment of debentures

     (110,502     —          (296,251

Loans and financing

     405,235        594,603        717,557   

Payment of loans and financing

     (371,416     (488,907     (351,978

Payment of interest on loans and financing

     (149,239     (98,988     (78,934

Payment of interest on debentures

     (145,671     (98,466     (109,106

Payment of debt agreement with Faelce

     —          (12,824     (6,934

Dividends payment

     (17,599     (1,495,836     (640,955

Capital reduction

     —          —          (901

Installment tax program payment

     (3,093     (23,378     (46,752
  

 

 

   

 

 

   

 

 

 

Net cash flows applied in financing activities

     (392,285     (1,323,796     (814,254
  

 

 

   

 

 

   

 

 

 

Cumulative translation adjustment

     (2,456     2,089        1,824   
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net cash and cash equivalents

     (354,675     (232,779     282,045   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the beginning of year

     864,071        1,096,850        814,805   

Cash and cash equivalents at the end of year

     509,396        864,071        1,096,850   
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net cash and cash equivalents

     (354,675     (232,779     282,045   
  

 

 

   

 

 

   

 

 

 

See accompanying notes.

 

G-8


Table of Contents

Enel Brasil S.A.

Notes to consolidated financial statements

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

1. Corporate information

Operations

The business purpose of Enel Brasil S.A. (“Enel Brasil” or “Company”), with registered office at Praça Leoni Ramos, No 01, Niterói, Rio de Janeiro, Brazil, is to hold interests in other entities that directly or indirectly operate or come to operate in any electric energy industry segment or as a provider of electric energy transmission, distribution, generation or trade services and related activities.

The Company holds interest in the following operational subsidiaries by segment, which together with the Company, form Enel Brasil Group (“Enel Group” or “Group”):

 

  a) Electric energy distribution

Ampla Energia e Serviços S.A.

Ampla Energia e Serviços S.A. (“Ampla Energia”), is a publicly-held company, registered with BM&FBOVESPA S.A. — Bolsa de Valores, Mercadorias e Futuros, with registered office located at Praça Leoni Ramos, no 01, municipality of Niterói, State of Rio de Janeiro, electric energy utility concessionaire, designed to explore the distribution and marketing of electricity systems and participate in research related to the energy sector, such activities being regulated by the National Electric Energy Agency — ANEEL, which is under the Ministry of Mines and Energy.

Ampla Energia’s concession area includes 66 cities, 65 of which are in the State of Rio de Janeiro and one in the State of Minas Gerais. The concession of public distribution of electricity was arranged by Concession Contract No, 005/1996 of December 9, 1996 from ANEEL, maturing in December 2026. At the end of the concession period it can be renewed at the discretion of the granting authority, otherwise all assets and facilities will be returned to the Government or its designee, upon reimbursement for investments made and not yet amortized as described in Note 14.”

Enel Brasil holds direct interest of 46.89% of Ampla Energia’s capital.

Companhia Energética do Ceará — COELCE

Companhia Energética do Ceará — COELCE (“COELCE”), is a publicly-held company, registered at BM&FBOVESPA S.A. — Bolsa de Valores, Mercadorias e Futuros, at Rua Padre Valdevino, no 150, Fortaleza, Ceará, electric energy utility concessionaire, designed to research, study, plan and explore the distribution of electricity, such activities being regulated by the National Electric Energy Agency — ANEEL, which is under the Ministry of Mines and Energy.

COELCE’s concession area covers the whole State of Ceará. The concession of public distribution of electricity was arranged by Concession Contract No 001/1998 of May 13, 1998 from ANEEL, maturing in May 2028. At the end of the concession period it can be renewed at the discretion of the granting authority, otherwise all assets and facilities will be returned to the Government or its designee, upon reimbursement for investments made and not yet amortized as described in Note 14.”

Enel Brasil holds direct interest of 58.87% of COELCE’s capital.

 

G-9


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

1. Corporate information (Continued)

Operations (Continued)

 

  b) Electric energy generation

Centrais Elétricas Cachoeira Dourada S.A. — CDSA

Centrais Elétricas Cachoeira Dourada S.A. — CDSA (“CDSA”), is a privately-held company with registered office at Rodovia GO 206, KM0, Cachoeira Dourada, Goiás, primarily engaged in conducting studies and projections, and in building, installing and operating electric generation power plants, as well as performing commercial acts deriving from such activities, which are regulated by the National Agency of Electric Energy — ANEEL under the Ministry of Mines and Energy — MME.

On September 5, 1997, a public auction was carried out for acquisition of representative shareholding in the CDSA capital by private entities. This transaction was recognized by the granting authorities by means of Concession Agreement No 011/97, of September 12, 1997, which establishes that the concession term is 30 years, expiring in September 2027. The subsidiary’s fixed assets consist substantially of the power plant assets mentioned above, located in Rio Paranaíba, with installed capacity of 658 MW, subdivided into 10 generating units.

Enel Brasil holds direct interest of 99.61% of CDSA’s capital.

Central Geradora Termelétrica Fortaleza S.A. — CGTF

Central Geradora Termelétrica Fortaleza S.A. — CGTF (“CGTF”), is a privately-held company, with registered office at Rodovia CE422, Km 01, Complexo Industrial e Portuária do Pecém, Caucaia, Ceará, organized on August 20, 2001 and authorized by the National Agency of Electric Energy-ANEEL to operate as an independent energy producer, by means of ANEEL Resolution No. 433, of October 19, 2001, formed by a combined cycle of two gas turbines and a vapor turbine, pursuant to ANEEL Decision No. 73/2002. Start-up of operations occurred on December 27, 2003.

As defined in the articles of incorporation, CGTF is engaged in the study, project, construction and exploration of energy production, transmission, distribution and sale systems that may be granted, permitted or authorized by any law, in addition to exercising other related activities and providing services of any nature referring to mentioned activities.

CGTF is part of the Federal Government’s Thermoelectric Priority Program (PPT) to expand the supply of electric energy throughout Brazil, and CGTF contracted on August 31, 2001 the sale of 2,690 GWh/year (equivalent to an average 307 MW) to the subsidiary COELCE, also belonging to the Enel Group, over 20 years, as from the beginning of the energy supply in January 2004, at the price established by ANEEL, subject to annual adjustment based on a basket of indicators that includes IGPM, US dollar and contracted natural gas variations.

CGTF is a wholly-owned subsidiary of Enel Brasil.

Eólica Fazenda Nova — Geração e Comercialização de Energia Ltda.

Eólica Fazenda Nova — Geração e Comercialização de Energia Ltda. (“Fazenda Nova”) is a limited liability entity, headquartered at Rua Felipe Camarão, no 507, sala 201, Cidade Alta - Natal/Rio Grande do Norte, engaged in the generation, transmission, distribution and sale of electric energy and related activities.

 

G-10


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

1. Corporate information (Continued)

Operations (Continued)

 

  b) Electric energy generation (Continued)

Eólica Fazenda Nova — Geração e Comercialização de Energia Ltda. (Continued)

 

On September 30, 2009, Enel Brasil completed the acquisition of a 99.95% equity stake in Eólica Fazenda Nova for R$3,942. This investee is in the pre-operational stage and was incorporated to take part in wind power auctions.

 

  c) Electric energy transmission

CIEN — Companhia de Interconexão Energética

CIEN — Companhia de Interconexão Energética (“CIEN”) is a privately-held company with registered office at Praça Leoni Ramos, No 01, Niterói, Rio de Janeiro, primarily engaged in production, processing, distribution and sale of electricity, including related import and export activities, implementing the services required to achieve this business purpose. In this regard, CIEN will work on the study, planning and construction of facilities related to electricity production, transmission, conversion and distribution systems. CIEN may foster the implementation of associated projects, carry out activities related, incidental or supplementary to such services and work it may provide, and may also hold interest in other companies.

On April 4, 2011, by means of Administrative Rulings No. 210 and 211, Garabi I and Garabi II lines, respectively, started being treated as equivalent to transmission concessions. Such equivalence treatment subjects both transmission lines of the subsidiary to the methodology whereby revenue is recognized through annual ratification of the Allowed Annual Revenue — (“RAP”) by ANEEL.

The commercial and technical equivalence of that subsidiary to an electric power transmission concession, comprising the two lines, has a finite 9-year term to Garabi I, effective through June 20, 2020, and an 11-year term for Garabi II, effective through July 31, 2022.

By means of Approval Resolution No. 1756, of June 24, 2014, ANEEL approved RAP amounting to R$315,270 for the period from July 1, 2014 to June 30, 2015, and adjustment portion relating to transfers in excess amounting to R$3,488. RAP is adjusted annually, always in June of each year. Every four years, the subsidiary will be subject to a review of tax bases and RAP approval.

On June 10, 2015, through the Technical Note 139/2015, ANEEL held the company’s periodic review and approved RAP of R$270,242 for the period between July 1, 2015 and June 30, 2016.

Enel Brasil holds direct interest of 100.00% in CIEN.

 

  d) Service rendering

En-Brasil Comércio e Serviços S.A.

En-Brasil Comércio e Serviços S.A. (“Prátil”) is a privately-held company, headquartered at Praça Leoni Ramos, No 01, municipality of Niterói, State of Rio de Janeiro, established on August 18, 2009, for the purpose of holding interest in the capital of other companies and/or entities, associations,

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

1. Corporate information (Continued)

Operations (Continued)

 

  d) Service rendering (Continued)

 

consortiums and other forms of associations in Brazil and abroad, in addition to rendering of general services, directly or indirectly related to its activities, to the electric energy industry and other economy and general consumption sectors.

Enel Brasil owns a 99.99% direct interest in Prátil.

 

2. Summary of significant accounting policies

 

  2.1. Statement of compliance

The consolidated financial statements were prepared considering different assessment bases used in accounting estimates. The accounting estimates involved in the preparation of the financial statements were based on objective and subjective factors, considering management’s judgment to determine the appropriate amounts to be recorded in the financial statements. Significant items subject to such estimates and assumptions include the valuation of financial assets at fair value and present value, analysis of credit risks to determine the allowance for doubtful accounts, as well as analysis of other risks to determine other provisions, including the provision for contingencies.

Settlement of transactions involving these estimates may result in amounts significantly different from those recorded in the financial statements due to uncertainties inherent to the estimation process. The Group reviews its estimates and assumptions at least annually.

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The authorization for completion of preparation of these financial statements was on March 28, 2016.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

 

2.2. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries at December 31, 2015 and include Enel Brasil’s operations, and those of its direct and indirect subsidiaries, with ownership interest at the balance sheet date being summarized as follows:

 

Subsidiary

   Shareholding
interest (%)
     Direct      Indirect  

Central Geradora Termelétrica Fortaleza S.A. — CGTF

     100.00         100.00         —     

Centrais Elétricas Cachoeira Dourada S.A. — CDSA

     99.61         99.61         —     

Ampla Energia e Serviços S.A.(i)

     46.89         46.89         —     

CIEN — Companhia de Interconexão Energética

     100.00         100.00         —     

Compañia de Transmisión del Mercosur S.A. — CTM (“CTM”)(ii)

     99.99         —           99.99   

Transportadora de Energia S.A. — Tesa (“TESA”)(ii)

     100.00         —           100.00   

Companhia Energética do Ceará — COELCE

     58.87         58.87         —     

EN-Brasil Comércio e Serviço S.A. — Prátil

     99.99         99.99         —     

Eólica Fazenda Nova Geração e Comercialização de Energia Ltda.

     99.95         99.95         —     

Santander FI Cordoba Renda Fixa Crédito Privado

     100.00         59.00         41.00   

Pienza Renda Fixa CP FI(iii)

     100.00         29.00         71.00   

Bradesco FI RF Crédito Privado Firenze

     100.00         —           100.00   

 

  (i) Even though the interest in Ampla Energia is below 50.1%, Enel Brasil holds the control of this entity, considering it is contractually empowered to govern its financial and operating policies so as to obtain benefits from activities.
  (ii) Indirect subsidiaries located abroad.
  (iii) Exclusive investment fund Cordoba, Pienza and Firenze are managed by Banco Santander S.A., Banco Unibanco S.A. and Banco Bradesco S.A. respectively.

The reporting period in the financial statements of consolidated subsidiaries is the same as that of the Company, and accounting policies have been consistently applied by the consolidated companies. The main consolidation procedures include:

 

  (a) Derecognizing the assets and liabilities balances among consolidated companies;

 

  (b) Derecognizing the share held in the capital, reserves and retained earnings of consolidated companies;

 

  (c) Derecognizing income and expense balances and unrealized income arising from intercompany transactions; and

 

  (d) Segregation of non-controlling interests in the consolidated financial statements.

2.3. Basis of preparation

The consolidated financial statements have been prepared on a historical cost basis, except for certain balances that have been measured at fair value when required by applicable regulations.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

 

2.4. Foreign currency translation

The Group’s consolidated financial statements are presented in Brazilian Reais (R$), which is also the parent company’s functional currency.

In the preparation of the financial statements, foreign currency transactions, i.e., in any currency other than the functional currency, are recorded based on the exchange rate in force on the date of each transaction. At the end of each reporting period, the monetary items in foreign currency are retranslated at the rates in force at the end of the year. Gains and losses arising from the updates of these assets and liabilities noted between the exchange rate in force on the transaction date and the financial statements date are recognized as financial income or expense, in the income statement.

Assets and liabilities of the foreign indirect subsidiaries are translated into Brazilian Reais at the exchange rate ruling on the balance sheet date, and the corresponding income statements are translated at the average exchange rate for the month of the transaction date. Exchange rate differences arising from the referred to translation are recorded separately in equity. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in income statements.

2.5. Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Enel Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and, excluding discounts, rebates and taxes or charges on sales.

 

  2.5.1. Distribution revenue

Electric energy distribution services are measured by reference to electric energy amounts delivered within a given period. This measurement takes place based on the electricity meter-reading schedule defined by subsidiaries COELCE and Ampla Energia. Electric energy distribution services are billed considering this reading schedule, and service revenue is recorded as bills are issued, In order to adjust readings to the related accounting periods, the services rendered between the reading date and the end of each month are recorded on an estimated basis.

 

  2.5.2. Transmission revenue

Transmission revenue is recognized based on a specific document (Ratifying Resolution) issued annually by the National Electric Energy Agency (ANEEL) for a 1-year period from July 1 to June 30 each year. Monthly revenue is recognized by reference to amounts reported by the National System Operator (ONS) and refers to revenue from the transmission system availability.

 

  2.5.3. Unbilled revenue

This corresponds to revenue from electric energy supplied to customers but not billed, and to revenue from the use of the distribution network but not yet billed, Unbilled revenue is estimated for the period between the last monthly meter reading and the last day of the month.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.5. Revenue recognition (Continued)

 

  2.5.4. Construction revenue

IFRIC 12 — Service Concession Arrangements (“IFRIC 12”) requires electric energy concessionaires to record and measure service revenue in accordance with IAS 11 — Construction Contracts (“IAS 11”) (construction or improvement services) and IAS 18 - Revenue (“IAS 18”) (operation — electric energy supply services), even if subject to one single concession arrangement.

The Enel Group accounts for revenue and costs relating to construction work or improvements to infrastructure facilities used for rendering electric energy distribution services. The construction margin adopted is defined as zero, considering that: (i) the core activity of the subsidiaries is the distribution of electric energy; (ii) all construction revenue refers to construction of infrastructure facilities in order to attain their business purpose, namely distribution of electric energy; and (iii) Enel Group outsources the construction of infrastructure facilities to unrelated parties. Each month, all additions to intangible assets in progress are transferred to the statement of income as construction costs, after deduction of amounts received in the form of special obligations.

 

  2.5.5. Interest income

Interest income is recognized on a time-proportion basis using the effective interest rate on the principal amount outstanding. The effective interest rate is the rate that exactly discounts the estimated future cash payment on receipts over the expected life of the financial instrument to the original net carrying amount of the financial asset.

2.6. Financial instruments

The Group classifies its financial instruments in accordance with the purpose for which they were acquired, and determines the proper classification at initial recognition.

 

  a) Financial assets

Initial recognition and measurement

Financial assets within the scope of IAS 39 - Financial Instruments: Recognition and Measurement — are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Enel Group determines the classification of its financial assets at initial recognition, as they become part of the instrument’s contractual provisions.

Financial assets are recognized initially at fair value plus, in the case of investments not at fair value through profit or loss, transaction costs directly attributable to the acquisition of that financial asset.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.6. Financial instruments (Continued)

 

  a) Financial assets (Continued)

 

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as described below:

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated in the initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by Enel Group that do not qualify for hedge accounting, as set forth by IAS 39. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with the related gains or losses recognized in the income statement.

Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Enel Group has the positive intention and ability to hold them to maturity. After initial measurement, held-to-maturity investments are measured at amortized cost using the effective interest method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The amortization of the effective interest rate is included in the income statement as financial income.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and incurred fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in finance income in the income statement. The losses arising from impairment are recognized in the income statement as financial cost.

Interest income is recognized at the effective interest rate, except for short-term receivables when the recognition of interest is immaterial.

Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets not classified as:

 

  (a) Loans and receivables.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.6. Financial instruments (Continued)

 

  a) Financial assets (Continued)

Subsequent measurement (Continued)

Available-for-sale financial assets (Continued)

 

  (b) Held-to-maturity investments.

 

  (c) Financial assets at fair value through profit or loss.

After initial measurement, available-for-sale financial assets are measured at fair value, with unrealized gains or losses recognized as other comprehensive income until the investment is derecognized, except for impairment losses, interest calculated using the effective interest rate method and exchange gains or losses on monetary assets, which are recognized in the profit or loss of the period.

When the investment is derecognized or determined to be impaired, cumulative gains or losses previously recognized in other comprehensive income must be recognized in the income statement.

Derecognition (write-off) of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:

 

    The rights to receive cash flows from the asset have expired.

 

    The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either; and (i) the Group has transferred substantially all the risks and rewards of the asset, or (ii) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment of financial assets

The Group assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired.

A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred “loss event’”) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.

 

  b) Financial liabilities

Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.6. Financial instruments (Continued)

 

  b) Financial liabilities (Continued)

 

Loans and borrowings are initially recognized at fair value, net of directly attributable transaction costs. After initial recognition, are subsequently measured at amortized cost using the effective interest rate method.

The Group has derivatives financial instruments from cash flow hedges operations represented by swap agreements, in order to partially hedge the exposure of the CDI rate produced by its debentures and derivatives represented by “Non-Deliverable Forward (“NDF’s”) in order to protect the cash flow of payments of future commitments in foreign currency (USD) established in the gas purchase agreement. The effective portion of cash flow hedges is recognized in other comprehensive income, in equity and subsequently reclassified to profit and loss when the hedged item affects the results. The relevant note includes more detailed information about the derivative financial instrument contracted by the Group.

Subsequent measurement

The measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through income statement

Financial liabilities at fair value through income statement include financial liabilities held for trading and financial assets designated upon initial recognition at fair value through income statement.

The Group does not present any financial liability at fair value through income statement.

Held for trading

Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Group that do not qualify for hedge accounting as defined by IAS 39, unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the income statement.

Loans, borrowings and debentures

After initial recognition, interest bearing loans and borrowings and debentures are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the effective interest rate method during the amortization process.

Derecognition (write-off) of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.6. Financial instruments (Continued)

 

  b) Financial liabilities (Continued)

Subsequent measurement (Continued)

Derecognition (write-off) of financial liabilities (Continued)

 

lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the income statement.

 

  c) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to set off the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

 

  d) Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without any deduction for transaction costs.

For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same; a discounted cash flow analysis or other valuation models.

 

  e) Cash flow hedge

Derivatives designated as cash flow hedge provides protection against changes in cash flows that are attributable to a particular risk associated with a recognized asset or liability or a highly probable transaction that could affect profit and loss.

At the inception of a hedge relationship, the Enel Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.6. Financial instruments (Continued)

 

  e) Cash flow hedge (Continued)

 

hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognized in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.

2.7. Indemnification assets (concession)

The financial asset is recognized when the Company has the unconditional right of receiving cash or cash equivalents in the end of the concession, as an indemnification for the investments made and not recovered through the services provided within the period of the agreement.

2.8. Intangible assets

The company recognizes as intangible assets the right of charging the users for the energy distribution services provided — concession agreements.

The intangible asset is stated by the cost of acquisition and/or the cost of construction, including the construction margin. The intangible asset begins its amortization when available for use, in the place and condition required to be able to operate as intended by the Company.

The share of investments linked to reversible assets, not yet amortized or depreciated until the end of the concession is classified as an indemnification asset based on the characteristics established in the concession agreement, which management believes are met observing the requirements for the application of technical interpretation IFRIC 12 — Concession Contracts.

Amortization of intangible assets reflects the pattern in which it is expected that the future economic benefits of the asset are consumed by the Company. The consumption pattern of the assets is related to their economic life in which the assets built by the Company are part of the calculation basis for measuring the performance of the concession rate. Amortization is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives.

Concession right from acquisition

The fiscal benefit originated by the concession right from acquisition recorded in the balance sheet of Enel Brasil S.A. economically grounded on expected statements of operations over the concession exploration period of subsidiary COELCE, and stems from the acquisition of the concession right granted by the Government.

The fiscal benefit is amortized based on the concession arrangement, monthly proportional to its profitability projected through December 31, 2027.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

 

2.9. Property, plant and equipment

Enel Group property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognizes such parts as individual assets with specific useful lives and depreciates them accordingly. All other repair and maintenance costs are recognized in profit or loss as incurred. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from their use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognized.

2.10. Income and social contribution taxes

Current and deferred income tax and social contribution are calculated at rates of 15% plus a surcharge of 10% on the taxable income that exceeds R$240 for income tax and 9% on taxable income for social contribution on net income, and consider the offsetting of losses on income taxes and social contribution carryforwards limited to 30% of taxable income annually.

The expense with income tax and social contribution comprises current and deferred taxes. The current and deferred taxes are recognized in profit and loss unless they are related to the business combination, or items recognized directly in equity or in other comprehensive income.

 

  a) Current taxes

Current tax is the tax payable or receivable on the estimated taxable income or loss for the year and any adjustment to tax payable in respect of previous years. It is measured based on the tax rates enacted or substantively enacted at the balance sheet date.

The active current tax assets and liabilities are offset only if the Company has a legally enforceable right to offset the recognized amounts and intends either to settle on a net basis, or realize the asset and settle the liability simultaneously.

 

  b) Deferred taxes

Deferred taxes are recognized based on the temporary differences at the end of the reporting period between tax bases of assets and liabilities and their corresponding book values.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.10. Income and social contribution taxes (Continued)

 

  b) Deferred taxes (Continued)

 

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow the way in which the Company expects to recover or settle the book value of its assets and liabilities.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.11. Retirement and other post-employment benefits

The net obligation for retirement and other post-employment benefits is calculated separately for each plan by estimating the amount of future benefit that employees receive in return for their services in the current year and prior year. This benefit is discounted to determine its present value.

The calculation of the defined benefit plan obligation is performed annually by a qualified actuary using the projected unit credit method.

The deficit / surplus is calculated by deducting the fair value of plan assets. When the calculation results in a potential asset, the asset to be recognized is limited to the present value of economic benefits available in the form of future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits any applicable minimum funding requirements, including debt agreements entered into by the company with the plans, are taken into account.

The measurements of the defined benefit net obligation, including: actuarial gains and losses, return on plan assets (excluding interests) and the effect of the asset ceiling (excluding interests, if applicable) are recognized in other comprehensive income. The net interests on the defined benefit liability and the service cost are recognized in the income statement. The company determines the net interest on the liability (asset) net value of defined benefits in the period based on the discount rate used to measure the defined benefit obligation and defined liabilities, both as determined at the beginning of the year to which refer to the financial statements, taking into account any changes in the net liability value (assets) defined benefit during the period due to contributions and benefits payments. The cost of the service is calculated according to the projected unit credit method, adopted in the calculation of actuarial liabilities, net of contributions by participants. When the benefits of a plan are increased, the portion of the benefit increased related to past services rendered by employees is recognized immediately in the year they occur in the statement of income for the year, as part of the service cost;gains and losses previously recognized in other comprehensive income also are recognized in profit or loss in the settlement, or partial settlement, of the respective plan.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

 

2.12. Provisions for tax, civil and labor risks

Provisions for contingencies (labor, civil and tax) are recognized when the Company has a present or non-formalized obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

When there are a number of similar obligations, the likelihood to settle them is determined taking into consideration the class of obligations as a whole. A provision is recognized even if the likelihood of settlement related to any individual item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate which reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the obligation due to passage of time is recognized as interest expense. For purposes of the financial statements, the provision for contingencies is stated net of escrow deposits based on the related contingent obligations.

2.13. Significant accounting judgments, estimates and assumptions

Judgments

The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities, as of the financial statements date.

Estimates and assumptions

Significant assumptions regarding the sources of uncertainty of future estimates and other significant estimate-related sources of uncertainty as of the consolidated statement of financial position date, including significant risk of future adjustments in the book value of assets and liabilities for the following financial year, are discussed below. Management based its assumptions and estimates on parameters available at the financial statement date. Any future changes in these parameters will be reflected when the changes occur.

Impairment of non-financial assets

Impairment occurs when the book value of a non-financial asset or cash-generating unit exceeds its recoverable amount, which is the higher of the fair value less sale costs and the value in use. The calculation of fair value less costs of sales is based on the information available of sales transactions of similar assets or market prices less additional costs to sell the asset. The calculation of the value in use considers the discounted cash flow model. Cash flows derive from a budget prepared for the following five years and do not include reorganization activities not yet engaged by the Group or significant future investments that will improve the base of assets of the cash generating unit subject to testing. The recoverable amount is sensitive to the discount rate used in the discounted cash flow method, to receipts of expected future cash and to the growth rate adopted for extrapolation purposes.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.13. Significant accounting judgments, estimates and assumptions (Continued)

Estimates and assumptions (Continued)

 

Provisions for tax, civil and labor risks

The Group recognizes provision for tax, civil and labor contingencies. Assessment of the likelihood of loss includes an evaluation of available evidence, hierarchy of laws, available case laws, most recent court rulings and their relevance in the legal system, as well as the legal counsel’s opinion. The provisions are reviewed and adjusted to take into consideration changes in circumstances, such as applicable statute of limitations, conclusions of tax audits or additional exposures identified based on new matters or court rulings.

Allowance for doubtful accounts

An allowance for doubtful accounts is set up in an amount considered sufficient by Management to cover any losses on realization of receivables, considering historical losses and an individual assessment of accounts receivable subject to realization risks.

The allowance is set up based, substantially, on receivables from residential consumers overdue for more than 90 days, commercial consumers overdue for more than 180 days, industrial, rural, government entities, public lighting and utilities overdue for more than 360 days, also considering in-depth analyses for customers with significant debts.

Taxes

There may be uncertainties regarding the interpretation of complex tax regulation as well as the amount and period of future taxable profit. Given the long-term nature and complexity of existing contractual arrangements, differences between actual results and assumptions adopted, or future changes to such assumptions could require future adjustments to the previously recorded tax income and expenses. The Group sets up provisions based on applicable estimates for possible consequences of audits by tax authorities of the jurisdictions in which it operates. The provision amounts are based on various factors, such as experience from prior tax audits and divergent interpretations of tax regulations by the taxable entity and the tax authority in charge. Such divergent interpretations could arise from a wide range of issues, depending on the conditions prevailing in the domicile of the Company and its subsidiaries.

Deferred tax asset is recognized to the extent that it is probable that taxable profit will be available to enable use of the referred to tax losses.

Management is required to make significant judgment to determine the deferred income tax amount to be recognized, based on the probable term and level of future taxable profit, together with future tax planning strategies.

Post-employment benefits

The cost of pension plans with defined benefit and other retirement benefits, and the present value of pension obligations are determined using actuarial valuation methods. The actuarial valuation involves use of assumptions about discount rates, future salary increases, mortality rates and future increases in retirement and pension benefits.

The defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each financial statement date. For more details on the assumptions used, see Note 26.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.13. Significant accounting judgments, estimates and assumptions (Continued)

Estimates and assumptions (Continued)

 

Unbilled revenue

The calculation of unbilled revenue is based on the number of days not billed in the month, the estimated amount of energy delivered during those days and the estimated average price per customer class for that month. Differences between actual and estimated unbilled revenue are usually immaterial.

2.14. Accounting pronouncements effective from January 1, 2015

The amendments issued by the IASB, which went into effect on January 1, 2015, have not had a significant effect on the consolidated financial statements of Enel Brasil and its subsidiaries.

 

Standards, Interpretations and Amendments

        

Mandatory
Application for:

Amendment to IAS 19: Employee Benefits

 

The purpose of this amendment is to simplify the accounting for contributions from employees or third parties that are not determined on the basis of an employee’s years of service, such as employee contributions calculated according to a fixed percentage of salary.

 

    

 

Annual periods beginning on or after July 1, 2014.

Improvements to IFRS (Cycles 2010-2012 and 2011-2013)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards: IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24, IAS 38 and IAS 40.

 

    

Annual periods beginning on or after July 1, 2014.

 

 

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Table of Contents

Enel Brasil S.A.

Notes to consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

 

2.15. Accounting pronouncements in effect from January 1, 2016 and subsequent periods

As of the date of issue of these consolidated financial statements, the following accounting pronouncements had been issued by the IASB, but their application was not yet mandatory:

 

Standards, Interpretations and Amendments

      

Mandatory
Application for:

IFRS 9: Financial Instruments

 

This is the final version of the standard issued in July 2014 and which completes the IASB project to replace IAS 39 “Financial Instruments: Recognition and Measurement.” This project was divided into 3 phases:

 

Phase 1 — Classification and measurement of financial assets and financial liabilities. This introduces a logical focus for the classification of financial assets driven by cash flow characteristics and the business model. This new model also results in a single impairment model being applied to all financial instruments.

 

Phase 2 — Impairment methodology. The objective is a more timely recognition of expected credit losses. The standard requires entities to account for expected credit losses from the time when financial instruments are first recognized in the financial statements.

 

Phase 3 — Hedge accounting. This establishes a new model aimed at reflecting better alignment between hedge accounting and risk management activity. Also included are enhancements to required disclosures.

 

This final version of IFRS 9 replaces the previous versions of the Standard.

 

     Annual periods beginning on or after January 1, 2018.

IFRS 15: Revenue from Contracts with Customers

 

This new standard applies to all contracts with customers except leases, financial instruments and insurance contracts. Its purpose is to make financial information more comparable, and provides a new model for revenue recognition and more detailed requirements for contracts with multiple obligations. It also requires more itemized information. This standard will replace IAS 11 and IAS 18 as well as their interpretations (IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31).

 

     Annual periods beginning on or after January 1, 2018.

Amendment to IFRS 11: Joint Arrangements

 

This amendment states that the accounting standards contained in IFRS 3 and other standards that are pertinent to business combinations accounting must be applied to the accounting for acquiring an interest in a joint operation in which the activities constitutes a business.

 

     Annual periods beginning on or after January 1, 2016.

 

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Table of Contents

Enel Brasil S.A.

Notes to consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.15. Accounting pronouncements in effect from January 1, 2016 and subsequent periods (Continued)

 

Standards, Interpretations and Amendments

      

Mandatory
Application for:

Amendment to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization

 

The amendment to IAS 16 explicitly forbids the use of revenue-based depreciation for property, plant and equipment. The amendment to IAS 38 introduces the rebuttable presumption that, for intangible assets, the revenue-based amortization method is inappropriate and establishes two limited exceptions.

 

     Annual periods beginning on or after January 1, 2016.

Improvements to IFRS (Cycles 2012-2014)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards IFRS 5, IFRS7, IAS19 and IAS 34.

 

     Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10 and IAS 28: Sale or Contribution of Assets

 

The amendment corrects an inconsistency between IFRS 10 and IAS 28 relating to the accounting treatment of the sale or contributions of assets between an Investor and its Associate or Joint Venture.

 

     Annual periods beginning on or after January 1, 2016.

Amendment to IAS 27: Equity Method in Separate Financial Statements

 

This improvement allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The objective of the improvement is to minimize the costs associated with complying with the IFRS, particularly for those entities applying IFRS for the first time, without reducing the information available to investors.

 

     Annual periods beginning on or after January 1, 2016.

Amendment to IAS 1: Disclosure Initiative

 

The IASB has issued amendments to IAS 1 as part of its principal initiative to improve the presentation and disclosure of information in financial statements. These amendments are designed to companies applying professional judgment to determine what type of information to disclose in their financial statements.

 

     Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10, IFRS 12 and IAS 28: Investment Entities: Application of the Consolidation Exception

 

The modifications, which have a restricted scope, introduce clarifications to the requirements for the accounting of investment entities. The modifications also provide relief in some circumstances, which will reduce the costs of applying the Standards.

 

     Annual periods beginning on or after January 1, 2016.

 

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Table of Contents

Enel Brasil S.A.

Notes to consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

2. Summary of significant accounting policies (Continued)

2.15. Accounting pronouncements in effect from January 1, 2016 and subsequent periods (Continued)

 

Standards, Interpretations and Amendments

      

Mandatory
Application for:

IFRS 16: Leases

 

This new standard provides a definition of a lease contract and specifies the accounting treatment for the assets and liabilities originated under those contracts from both lessor and lessee perspective. Lessor accounting remains largely unchanged from its predecessor IAS 17, Leases. However, for lessee accounting, the new standard requires recognition of a right of use asset and a corresponding liability, similar to finance lease accounting under IAS 17, for most lease contracts.

 

     Annual periods beginning on or after January 1, 2019.

The Group is assessing the impact of applying IFRS 9, IFRS 15 and IFRS 16 from their effective date. In Management’s opinion, the application of the other standards and amendments pending application is not expected to have a significant effect on the consolidated financial statements of Enel Brasil and its subsidiaries.

 

3. Tariff revision and adjustment

Ampla Energia

In accordance with the concession agreement, the subsidiary Ampla Energia tariffs were adjusted on March 15, 2015. The average tariff adjustment stood at 42.19%, according to Approval Resolution Nº 1861, of March 10, 2015, revised on April 7, 2015, due to the extension of the deadline to repay the ACR account financing. In connection with this new approval and Resolution Nº 1869/2015, the new tariffs will have a 37.34% average effect on captive consumers. The increase in the revenues resulting from the tariff increase is expected to be substantially offset by a similar increase in the corresponding cost of energy purchases as well as regulatory charges.

COELCE

On February 27, 2015, through Resolution Nº1.858, the extraordinary tariff review for COELCE was approved. Such review intended to include in the tariff to be charged to the customers the effect of the mismatching noted on the actual costs incurred and the tariff coverage previously considered on the Energy Development Account charges (CDE) and on the energy purchase costs. The average increase approved for COELCE totaled 10.28%. The increase in the revenues resulting from the tariff increase is expected to be substantially offset by a similar increase in the corresponding cost of energy purchases as well as regulatory charges.

On April 22, 2015, subsidiary COELCE had approved, on interim basis, the 4th tariff revision cycle, as provided in the concession agreement. ANEEL set tariffs, through Resolution No 1,882/2015. This definition leads to an average tariff effect for consumers of the distributor of 11.69%. The increase in the revenues resulting from the tariff increase is expected to be substantially offset by a similar increase in the corresponding cost of energy purchases as well as regulatory charges.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

4. Amendments to Brazilian legislation and regulatory matters

 

  a) Account Regulated Environment — ACR

Due to the high increase in the cost of energy, Aneel decided to pay to the distribution companies an advance of the Portion A that would be recovered in the next tariff review. Therefore the subsidiaries Ampla Energia and COELCE received the amount of R$243,764 and R$132,560 respectively, as per the Decision No 773 of 03/27/2015, which reduced the account “Amounts receivable from Portion A” recorded in current assets of the Companies.

 

  b) Centralizing Account of Tariff Flags Resources

In January 2015 began the additional charge applied tariff to all captive consumers in terms of power generation conditions, seeking to reduce possible mismatches between the actual costs of energy purchased by the distributors and their tariff coverage.

Decree No 8401 of 04.02.2015 determined that the resources obtained in excess through the application of tariff flags by the distribution agents should be destined to the Centralizing Account of Tariff Flags Resources (“CCRBT”) administered by the Electric Energy Trading Chamber (“CCEE”). The resources available in this Chamber will be passed on to distribution agents considering the difference between the amounts realized by each distributor and the current tariff coverage of each agent.

 

  b) PIS and COFINS on financial income

From 01/07/2015, pursuant to Decree No. 8426 of 01/04/2015, the rates of Social Integration Program/Public Servant Fund (“PIS/PASEP”) and Contribution on Gross Revenues for Social Security Funding (“COFINS”) on financial income, including arising from transactions for hedging purposes, earned by companies subject to the non-cumulative calculation system of such contributions will be 0.65% and 4%, respectively.

 

  c) Change the refresh rate of the asset base of the assets of the concessionaires

Standard-setting Resolution No 686 of 11/23/2015 provides that the remuneration basis of the assets of dealers linked to the concession of the public electric power distribution, should be updated by the variation of the National Index of Consumer Price (“IPCA”) between the base date of the appraisal report and the date of the annual tariff review.

 

  d) Tariff review PRORET — 4th Cycle of Periodic Tariff (“RTP”)

From Standard-setting Resolution No 660 of 04/28/2015, among other changes, the revenues billed to Demand Overdrive — UD and Reactive surplus — ER, from May 2015 now recorded as sector liabilities, noncurrent liabilities. From the 5th CRTP, these funds will be returned to the consumer through the tariff.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

5. Cash and cash equivalents

 

     12/31/2015      12/31/2014  

Direct investments

     

Cash and checking accounts

     72,450         104,758   

Bank Deposit Certificate — CDB

     89,998         221,522   

Repurchase agreements

     40,929         49,367   
  

 

 

    

 

 

 

Total direct investments

     203,377         375,647   
  

 

 

    

 

 

 

Exclusive funds

     

Bank Deposit Certificate — CDB

     99,239         163,524   

Repurchase agreements

     206,780         324,900   
  

 

 

    

 

 

 

Total exclusive funds

     306,019         488,424   
  

 

 

    

 

 

 

Total short-term investments

     509,396         864,071   
  

 

 

    

 

 

 

The excess cash of the Company and its subsidiaries is invested on a conservative basis in low-risk financial assets, and the main financial instruments are represented by CDBs (Bank Deposit Certificates) and purchase and sales commitments. They are highly liquid investments, immediately convertible into available funds, in accordance with the cash needs of the Company and its subsidiaries. Short-term investments of the Company and its subsidiaries earn interest compatible with the CDI variations.

 

6. Marketable securities

At December 31, 2015 and 2014, financial instruments classified as marketable securities are as follows:

 

     12/31/2015      12/31/2014  

Investment funds

     28,308         25,379   
  

 

 

    

 

 

 

Total investment funds

     28,308         25,379   
  

 

 

    

 

 

 

Exclusive funds

     

Public securities

     167,040         204,729   

Financial bills

     2,559         —     
  

 

 

    

 

 

 

Total exclusive investment funds

     169,599         204,729   
  

 

 

    

 

 

 

Argentine Republic Bonds

     8,261         205   
  

 

 

    

 

 

 

Total marketable securities

     206,168         230,313   
  

 

 

    

 

 

 

Through the exclusive funds, the Company and its subsidiaries invest their excess cash in post-fixed and pre-fixed government bonds, in addition to other traditional fixed-income securities with low credit risk and high liquidity.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

7. Consumers, concessionaires and permittees, net

 

  a) Analysis of accounts receivable and statement of the allowance for doubtful accounts balance

 

 

    Maturing     Overdue until
90 days
    Overdue for
more than
90 days
    Total  
          12/31/2015     12/31/2014  

Current

         

Consumer class

         

Residential

    303,715        227,282        79,005        610,002        385,422   

Industrial

    98,468        19,153        63,803        181,424        142,762   

Commercial

    127,415        59,799        39,960        227,174        138,834   

Rural

    48,597        21,812        23,040        93,449        57,755   

Government/public lightning

    111,637        82,124        77,470        271,231        127,763   

Public service

    22,547        4,188        1,490        28,225        15,184   

Resale

    11,656        89        —          11,745        7,477   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

    724,035        414,447        284,768        1,423,250        875,197   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unbilled revenue(c)

    465,902        —          —          465,902        305,039   

Free consumers

    57,150        585        7,749        65,484        60,871   

Low income consumers(f)

    34,884        —          —          34,884        47,904   

Electric Energy Trade Chamber — CCEE

    57,330        —          4,136        61,466        57,447   

Companhia de Gás do Ceará (CEGAS)

    —          —          34,432        34,432        34,432   

Installment payment of debts(b)

    33,131        —          —          33,131        12,447   

Energy auction — CCEAR

    13,506        —          —          13,506        16,985   

Emergency charges

    —          —          —          —          2,457   

Companhia Energética de Goiás — CELG

    —          —          —          —          206   

Furnas Centrais Elétricas S.A.(d)

    —          —          2,685        2,685        4,238   

Tractebel Energia S.A.(d)

    —          —          —          —          1,018   

Receivables from related parties(e)

    201        —          —          201        —     

Other

    15,563        7,077        2,783        25,423        29,945   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

    1,401,702        422,109        336,553        2,160,364        1,448,186   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for doubtful accounts(a)

    —          —          (290,507     (290,507     (227,923
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    1,401,702        422,109        46,046        1,869,857        1,220,263   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-current assets

         

Furnas Centrais Elétricas S.A.(d)

    —          —          125,612        125,612        125,612   

Tractebel Energia S.A.(d)

    —          —          70,772        70,772        70,772   

Sale within Electric Energy Trade Chamber — CCEE

    —          —          15,289        15,289        15,289   

Installment payment of debts(b)

    65,382        —          —          65,382        83,259   

Receivables from related parties(e)

    —          —          127,107        127,107        119,697   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

    65,382        —          338,780        404,162        414,629   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for doubtful accounts(a)

    —          —          (261,841     (261,841     (266,556
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-current assets

    65,382        —          76,939        142,321        148,073   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

7. Consumers, concessionaires and permittees, net (Continued)

 

  a) Analysis of accounts receivable and statement of the allowance for doubtful accounts balance (Continued)

 

Changes in allowance for doubtful accounts are as follows:

 

Balance at December 31, 2013

     (498,931
  

 

 

 

(Additions)

     (56,812

Write-offs

     61,264   
  

 

 

 

Balance at December 31, 2014

     (494,479
  

 

 

 

(Additions)

     (156,513

Write-offs

     98,644   
  

 

 

 

Balance at December 31, 2015

     (552,348
  

 

 

 

Current

     (290,507

Non-current

     (261,841

An allowance for doubtful accounts was set up based on criteria established by regulatory legislation and analysis of specific risks of losing the overdue amounts, legal matters and application of a percentage on installment payment of debts. The amount is considered sufficient by the subsidiaries’ management to cover any losses on realization of the receivables.

 

  b) Installment payment of debts

Installment payment of debts corresponds to agreements signed between the Group and their customers referring to renegotiation of electricity bills in arrears. These amounts are included in electricity bills, increased by fine and 1% interest per month, calculated on a pro rata daily basis and monetarily restated based on the General Market Price Index (IGPM) variation. After the amount payable in installments is restated, the first installment, if applicable, is deducted, and the interest agreed in the negotiation is applied, not exceeding 1.8% per month.

 

  c) Unbilled revenue

The Unbilled revenue corresponds to income from electricity supply, delivered but not billed to consumer, computed on an estimated basis, referring to the monthly measurement period and until the last day of the month. At December 31, 2015 the Group has recorded in Accounts receivable a total balance of unbilled revenue of R$465,902 (R$305,039 in 2014).

 

  d) Furnas Centrais Elétricas S.A. (“Furnas”) and Tractebel Energia S.A. (“Tractebel”)

At December 31, 2015, the subsidiary CIEN records accounts receivable from Furnas and Tractebel, respectively in the amounts of R$128,297 and R$70,772 (R$129,850 and R$71,790 in 2014) corresponding to the billing of firm capacity and associated energy charges, which were not paid in previous years. Based on the best estimate of receiving the amounts involved, the Group records an allowance for doubtful accounts in the total amount of R$196,384 at December 31, 2015 (R$196,384 in 2014).

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

7. Consumers, concessionaires and permittees, net (Continued)

 

  e) Accounts receivable from related parties

Terms and conditions involving related parties are presented in Note 22.

 

  f) Low income consumers

Based on ANEEL Rulings No. 407/2010 and No. 414/2010, Centrais Elétricas Brasileiras S.A. —Eletrobras will transfer to distribution companies the subsidy amount on a monthly basis, to adjust the discounts granted to low income consumers classified under the criteria of the former Rulings No. 246/2002 and 485/2004, arising from the Energy Development Account (CDE).

Considering the criteria set out by the mentioned rulings and the schedule for registration of customers entitled to the benefit, the consolidated balance receivable at December 31, 2015 totals R$34,884 (R$47,904 in 2014).

This subsidy is calculated on a monthly basis by the distribution company and submitted to ANEEL for approval and validation through Decision, after which the transfer occurs.

 

8. CDE Subventions — tariff discount

Amount to be transferred by Centrais Elétricas Brasileiras S.A. (“Eletrobras”) referring to refund of discounts on fees applicable to public electricity distribution services to end users. These funds are from CDE and approved by ANEEL in the process for distributors’ annual adjustment.

 

    Ampla Energia     COELCE     Consolidado  
     12/31/2015       12/31/2014       12/31/2015       12/31/2014       12/31/2015       12/31/2014   

Approval Resolution 1.703/2014

    51,742        75,988        —          —          51,742        75,988   

Approval Resolution 1.711/2014

    —          —          74,489        105,581        74,489        105,581   

Approval Resolution 1.861/2015

    113,703        —          —          —          113,703        —     

Approval Resolution 1.882/2015

    —          —          188,630        —          188,630        —     

Estimated portion

    6,147        2,355        (10,361     (2,278     (4,214     77   

Monetary restatement(*)

    1,636        —          6,731        —          8,367        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    173,228        78,343        259,489        103,303        432,717        181,646   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

* The Approval Resolution no. 1,857, established that Eletrobras will restate the CDE resource amounts due based on the variation of the IPCA, being such restatement applied as from March 2015

On July 8, 2015 there was issue in favor of the subsidiaries Ampla Energia and Coelce, an injunction, authorizing the full offset of the amounts owed by Eletrobras, as a tariff subsidy, accumulated since October and November 2014, against the values monthly due by subsidiaries Ampla Energia and COELCE, respectively, as a monthly quota of CDE. Considering that the decision is preliminary, Ampla Energia and COELCE subsidiaries have recorded in current liabilities, in the line of regulatory charges, the amount of R$231,405 and R$137,704, respectively, corresponding to the portion to be transferred to Eletrobras arising from the CDE grant which will be offset when the decision is handed down.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

9. Taxes recoverable

 

 

         12/31/2015              12/31/2014      

Income and social contribution tax recoverable(a)

     136,567         91,516   

Value-Added Tax — ICMS (“ICMS”)(b)

     222,610         184,807   

Contribution Tax on Gross Revenue for Social Integration Program — PIS and Contribution Tax on Gross Revenue for Social Security Financing — COFINS(c)

     91,288         73,303   

Employer’s contribution to INSS

     1,676         18,645   

Other taxes

     2,058         9,047   
  

 

 

    

 

 

 
     454,199         377,318   
  

 

 

    

 

 

 

Current

     268,053         229,140   

Non-current

     186,146         148,178   

 

a) The income tax recoverable balance refers to withholding income tax (IRRF) on short-term investments, government agency retentions (Law No. 9,430/96) and prepaid income tax balance.

The social contribution tax recoverable balance refers to prepaid social contribution tax on net income referring to calendar years 2006 and 2012, in addition to government agency retentions, pursuant to Law No. 9,430/96.

 

b) This refers basically to credits arising from capital expenditures (according to concept established by tax legislation), which are subject to monthly offset against ICMS collected from customers on a 1/48th basis
c) The amounts classified under PIS and COFINS recoverable for subsidiary Ampla Energia in the total amount of R$39,181 at December 31, 2015 (R$31,845 in 2014) refer to PIS and COFINS computed on the previous sixth-month billings, supported by a court decision in rem judicatam, whereby Decree-Laws no, 2,445/88 and 2,449/88 were declared unconstitutional and the right to refund corresponding to the difference between the amounts paid grounded on said Decrees and those due in accordance with Supplementary Law no 7/70 was recognized.

Additionally, PIS and COFINS amounts recoverable refer also to subsidiary CIEN, totaling R$33,521 at December 31, 2015 (R$29,631 in 2014), and they are related particularly to PIS and COFINS overpayments made in previous years in relation to the amounts effectively due in the ordinary course of its operations. As a consequence, CIEN filed a claim for offsetting taxes overpaid and currently awaits approval thereof by the Brazilian IRS in order to set these amounts off.

The other amounts of PIS and COFINS recoverable refer to the subsidiaries COELCE, CGTF, CDSA and Prátil, respectively of R$7,049, R$3,633, R$7,159 and R$745 at December 31, 2015.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

10. Guarantee deposits

 

 

            12/31/2015      12/31/2014  

Institution

   Type of investment      Current      Non-current      Current      Non-current  

Itaú-Unibanco

     Investment fund         65,492         —           57,922         —     

Bradesco

     CDB         —           6         —           81   

Itaú

     CDB         —           717         —           659   

BNB

     CDB         —           17,751         —           17,458   

Banco do Brasil

     US Treasury Security         —           6,907         —           5,912   

Caixa Econômica Federal

     Guarantee         319         —           320         —     

Other

        —           194         —           20   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total

        65,811         25,575         58,242         24,130   
     

 

 

    

 

 

    

 

 

    

 

 

 

At December 31, 2015, the balances of guarantee deposits recorded in subsidiaries Ampla Energia and COELCE of R$40,923 and R$50,463 (R$27,854 and R$54,518 respectively, in 2014) are basically related to the investment of amounts linked to electric energy purchase agreements, contractual retentions from service providers and financing agreement collateral.

Guarantee deposits are invested in fixed-income investment funds, CDBs and other low-risk financial instruments. They include guarantees required in loan and financing agreements, retained amounts of suppliers and electric energy acquisition agreements.

 

11. Accounts receivable from Portion A and other financial items

As a consequence of Public Hearing No. 061/2014, on December 10, 2014, the addenda to the concession contracts for Ampla and Coelce distributors were approved, whereby in the event that the concession ceases to exist, in addition to compensation amounts stemming from investments not amortized or depreciated in the course of the concession, the remaining balances of Tranche-A items of the tariff and other financial components that have not been recovered or returned through the tariff cycle(s) will also be subject to compensation or return by the Granting Power.

Thus, the amendments to concession and permission contracts represented a new element that eliminates — as from the execution of these contracts by distributors — uncertainties, if any, as to the likelihood of realization of the asset or enforcement of the liability represented by these items originated from tariff discussions between the distributors and the regulator, and which until then were deemed to be regulatory assets and liabilities of which were not guaranteed of recovery or settlement.

Thus, since the amendments and addenda to the concession and permission contracts have come into effect, such assets and liabilities have been recorded in the financial statements of the electric power distributors and classified as financial in nature.

 

G-35


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

11. Accounts receivable from Portion A and other financial items (Continued)

 

Since this is a new event, the subsidiaries recognized the balances of CVA and other financial components prospectively, from execution of the respective contractual amendments. The amounts receivable were recorded in asset accounts, matched against P&L for this year, under revenue from sales of goods and services.

 

     12/31/2015     12/31/2014  
     Current     Non-Current     Current     Non-current  

Tariff deferrals (CVAs)

     544,219        121,216        186,563        63,755   
  

 

 

   

 

 

   

 

 

   

 

 

 

Energy purchase

     523,808        98,369        244,429        82,246   

System Service Charge (ESS)

     (164,035     (26,680     (98,086     (31,158

Energy Development Account — CDE

     59,239        15,118        23.406        6.085   

Use of electric grid

     108,579        26,478        20.831        8.231   

Other

     16,628        7,931        (4.017     (1.649

Other receivables from Portion A and other financial items

     145,300        30,716        300,770        171,110   
  

 

 

   

 

 

   

 

 

   

 

 

 

Overcontracted energy

     27,360        57        293,322        74,929   

Recovered State VAT (ICMS)

     80,771        28,016        30,710        91,210   

Eletronuclear Differential

     —          —          14,903        4,826   

Postponement of tariff revision

     —          —          (28,327     1,589   

CCRBT unbilled

     (44,305     —          —          —     

Neutrality

     24,816        7,674        —          —     

Other liabilities

     56,658        (5,031     (9,838     (1,444
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other receivables from Portion A and other financial items

     689,519        151,932        487,333        234,865   
  

 

 

   

 

 

   

 

 

   

 

 

 

The Interministerial Administrative Ruling of State Ministry of Finance and Mines and Energy no 25, of January 24, 2002, established the Memorandum Account for Changes in Item Values of “Portion A” —CVA, in order to record changes in costs, either negative or positive, for the period between annual tariff adjustments, related to items provided for in electric energy distribution concession arrangements.

These changes are calculated by means of the difference between expenses effectively incurred and expenses estimated in establishing the electricity charge in annual tariff adjustments. The amounts considered in CVA are monetarily restated based on the SELIC rate variation.

 

12. Tax credit from merger

Tax credit arises from the merger operation conducted by COELCE with its parent company Distriluz Energia Elétrica S.A. (at that time), approved at the Special General Meeting of September 27, 1999, grounded on future income during the concession period, and is realized over the period between the merger and December 31, 2027, on a monthly basis, proportionally to projected profitability, as per ANEEL Resolution No. 269, of September 15, 1999.

 

G-36


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

12. Tax credit from merger (Continued)

 

The accumulated balance will be amortized as follows:

 

Year

       Amortization factor         

Year

       Amortization factor      

2016

     0.02792       2022      0.0164   

2017

     0.02555       2023      0.01501   

2018

     0.02338       2024      0.01374   

2019

     0.0214       2025      0.01257   

2020

     0.01958       2026      0.01151   

2021

     0.01792       2027      0.01053   

On April 26, 2004, ANEEL’s Financial Supervisory Authority issued an Inspection Monitoring Report stating that the capital reserve set up upon merger of Distriluz would not have assets with economic basis as a contra entry and, as such, pursuant to CVM Rule No 349/01 (CVM is Securities and Exchange Commission of Brazil), determined that only the portion corresponding to the tax credit resulting from goodwill amortization should be recorded in equity of COELCE, as it understood that only this portion has economic basis.

Given the conclusion of the understanding with ANEEL, at the Special General Meeting of April 28, 2005, the subsidiary COELCE approved the Board’s proposal of observing the regulatory agency’s recommendations, replacing the share split and redemption mechanism, after the risk of tax and corporate questioning and non-compliance with financial covenants with Financial Institutions have been ruled out, and after approval of the proper accounting adjustments by ANEEL, issued by means of Official Letter no 584/05, of April 14, 2005, These adjustments were also in compliance with the provisions set out in CVM Rule no 319/99, as amended by CVM Rule no 349/01.

Accordingly, the share split and redemption operations of subsidiary COELCE to remunerate shareholders for decrease in profit caused by goodwill amortization from merger of Distriluz, suspended in 2003, were replaced by provisions of CVM Rule no, 319/99, amended by CVM Rule no 349/01, which provides for set up of provision on goodwill to be amortized matching against goodwill reserve (capital reserve), in amount which is not a tax benefit for subsidiary COELCE. To recalculate the impact on income of each year, the provision will be reversed to the same extent of amortization of the portion of goodwill for the respective year.

 

G-37


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

12. Tax credit from merger (Continued)

 

The accounting involved set up of a provision for unamortized goodwill instead of the goodwill reserve (capital reserve) in the amount that does not constitute tax benefit to its subsidiary COELCE. To recalculate the results of each period, there will be reversal of the provision in proportion to the amortization of the portion of goodwill for the respective period.

 

Tax credit from goodwill on merger

   12/31/2015      12/31/2014  

Goodwill on acquisition

     775,960         775,960   

Goodwill amortization

     (608,736      (585,061

Provision for goodwill

     (429,365      (429,365

Reversal of provision for goodwill

     318,747         303,121   
  

 

 

    

 

 

 

Tax credit

     56,606         64,655   
  

 

 

    

 

 

 

Capital reserve

   12/31/2015      12/31/2014  

Merged Goodwill

     775,960         775,960   

(-) Share split and redemption

     (125,407      (125,407

Provision for goodwill

     (429,365      (429,365
  

 

 

    

 

 

 

Balance

     221,188         221,188   
  

 

 

    

 

 

 

 

13. Other receivables

 

     12/31/2015      12/31/2014  

Disposal of assets and rights

     1,484         1,583   

Health care plan to retirees

     7,692         6,492   

Collection covenants

     77,063         52,527   

Consumers — services rendered

     81,368         77,048   

Deactivations in progress

     23,297         50,528   

Expenses to be reimbursed — consumers

     3,569         3,576   

Expenses to be reimbursed — public lighting

     2,795         2,795   

Federal Government

     5,658         5,658   

Services to third parties

     17,716         13,159   

Supplier credits

     21,597         16,149   

Advances to employees

     11,924         10,909   

Advances to suppliers

     24,671         6,111   

Free Energy

     2,729         2,742   

New business expenses

     13,025         11,955   

Consortium Tapajós

     16,920         16,920   

Inventories

     6,685         2,794   

Prepaid expenses

     39,915         9,122   

Other

     54,742         68,210   

Provision for losses on realization of other credits

     (25,691      (24,132
  

 

 

    

 

 

 

Total

     387,158         334,146   
  

 

 

    

 

 

 

Current

     367,852         314,572   

Non-current

     19,306         19,574   

 

G-38


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

13. Other receivables (Continued)

 

Changes in the allowance for doubtful accounts are as follows:

 

Balance at December 31, 2013

     (20,851
  

 

 

 

Addition

     (3,450

Write-off

     169   
  

 

 

 

Balance at December 31, 2014

     (24,132
  

 

 

 

Addition

     (1,559
  

 

 

 

Balance at December 31, 2015

     (25,691
  

 

 

 

 

14. Indemnification assets (concession)

These refer to a portion of investments made and not amortized by the subsidiaries Ampla Energia and COELCE until the end of the respective concessions classified as financial asset since this is an unconditional right to receive cash or other financial asset directly from the granting authority pursuant to IFRIC 12 — Service Concession Arrangements and SIC 19 — Service Concession Arrangements: Disclosures.

The balance of the investments linked to reversible assets, still not amortized or depreciated, for indemnification purposes, is recognized based on its New Replacement Value (“VNR”).

The change in balances related to indemnification assets (concession) is as follows:

 

Balance at December 31, 2013

     2,014,096   
  

 

 

 

Transfers from intangible assets(*)

     417,932   

Mark-to-market — indemnification assets

     (306,060
  

 

 

 

Balance at December 31, 2014

     2,125,968   
  

 

 

 

Transfers from intangible assets(*)

     402,865   

Mark-to-market — indemnification assets

     193,590   
  

 

 

 

Balance at December 31, 2015

     2,722,423   
  

 

 

 

 

(*) The net book value of each new acquired asset exceeding the deadline of the concession is transferred from intangible assets and allocated as Financial Asset pursuant to Law nº 12,783.

 

G-39


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

15. Property, plant and equipment

 

 

            12/31/2015      12/31/2014  
     Useful
Life
     Historical
costs
     Accumulated
depreciation
    Net value      Net value  

In use

             

Lands

        3,644         —          3,644         3,644   

Reservoirs

     50         243,081         (163,370     79,711         84,698   

Buildings

     30         203,042         (141,669     61,373         66,967   

Machinery and equipment

     31         4,320,579         (2,893,037     1,427,542         1,509,189   

Vehicles

     7         5,551         (4,508     1,043         1,264   

Furniture and fixtures

     16         81,981         (56,060     25,921         22,991   

Other goods

     40         25,005         (15,880     9,125         9,371   
     

 

 

    

 

 

   

 

 

    

 

 

 

Total PPE in use

        4,882,883         (3,274,524     1,608,359         1,698,124   
     

 

 

    

 

 

   

 

 

    

 

 

 

In progress

             

PPE in progress

        344,869         —          344,869         271,383   
     

 

 

    

 

 

   

 

 

    

 

 

 

Total PPE in progress

        344,869         —          344,869         271,383   
     

 

 

    

 

 

   

 

 

    

 

 

 

Total property, plant and equipment

        5,227,752         (3,274,524     1,953,228         1,969,507   
     

 

 

    

 

 

   

 

 

    

 

 

 

Changes in property, plant and equipment in the year are as follows:

 

     In use     In progress        
     Cost     Accumulated
depreciation
    Net balance     Cost     Total  

Balances at December 31, 2013

     4,699,665        (2,958,642     1,741,023        249,229        1,990,252   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfers

     114,710        —          114,710        (114,710     —     

Additions

     5,500        —          5,500        139,570        145,070   

Reclassifications

     5,478        (7,060     (1,582     (2,706     (4,288

Write-offs

     (3,828     3,803        (25       (25

Depreciation

     —          (158,550     (158,550     —          (158,550

Effects of changes in foreign exchange rates

     (6,988     4,036        (2,952     —          (2,952
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2014

     4,814,537        (3,116,413     1,698,124        271,383        1,969,507   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transfers

     78,471        —          78,471        (78,471     —     

Additions

     214        —          214        147,218        147,432   

Reclassifications

     —          183        183        4,739        4,922   

Write-offs

     (7,774     3,191        (4,583     —          (4,583

Depreciation

     —          (163,209     (163,209     —          (163,209

Effects of changes in foreign exchange rates

     (2,565     1,724        (841     —          (841
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2015

     4,882,883        (3,274,524     1,608,359        344,869        1,953,228   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Property, plant and equipment of Enel Group are comprised by the balances in subsidiaries CGTF, CDSA and CIEN, in accordance with the characteristics of each one of them.

 

G-40


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

15. Property, plant and equipment (Continued)

 

CGTF

The period over which the subsidiary CGTF is authorized to explore the activities described in its articles of incorporation is thirty years, as mentioned in article 5 of ANEEL Resolution nº 433, of October 19, 2001, as from the date thereof. Under this same article, this period may be extended at ANEEL’s discretion and by request of the authorized entity, CGTF’s property, plant and equipment items are not considered reversible assets and, as such, they are not returned to the Federal Government at the end of the concession period.

CDSA

The Enel Group’s management understands that as the subsidiary CDSA is a public service concession operator, at the end of the concession period, non-depreciated assets will be indemnified for the minimum amount at the net book value, by the concession grantor, should it not be renewed. Pursuant to articles 63 and 64 of Decree no 41,019, of February 26, 1957, assets and facilities used for electric energy production, transmission and distribution, including the disposal thereof, are tied to these services, and may not be disassembled, sold or assigned without prior express authorization from the regulating authorities.

Pursuant to sub-clauses two and three of clause eleven of the Concession Agreement No. 11/1997, entered into by and between CDSA and ANEEL on September 12, 1997, upon termination of the final term of the Concession Agreement, assets and facilities related to independent production of electric energy used in hydroelectric plants, will be included as Federal Government’s assets, with indemnity of investments made and not yet amortized, provided that they are authorized and calculated by means of ANEEL audit.

CIEN

Property, plant and equipment items are stated at acquisition or construction cost, less accumulated depreciation, calculated at the rates defined by ANEEL.

Pursuant to articles 63 and 64 of Decree nº 41,019, of February 26, 1957, the assets and facilities used in production, transmission, distribution, including the disposal thereof, are linked to these services, and cannot be separated, sold or assigned without the previous and express authorization by the Regulator.

 

G-41


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

16. Intangible assets

Changes in intangible assets are shown below:

 

    In operation     In progress  
    Cost     Accumulated
amortization
    Special
obligations
    Net value     Cost     Special
obligations
    Net value     Total  

Balances at December 31, 2013

    8,171,551        (3,791,816     (620,320     3,759,415        1,117,291        (269,834     847,457        4,606,872   

Additions

    —          —          —          —          814,722        (50,156     764,566        764,566   

Write-offs

    (232,050     175,757        —          (56,293     —          —          —          (56,293

Amortization

    —          (452,963     43,917        (409,046     —          —          —          (409,046

Reclassification

    (5,478     7,060        —          1,582        310        —          310        1,892   

Transfers

    1,202,020        —          (74,519     1,127,501        (1,202,020     74,519        (1,127,501     —     

Transfers to indemnification assets(*)

    (417,932     —          —          (417,932     —          —          —          (417,932

Effects of changes in foreign exchange rates

    (420     367        —          (53     —          —          —          (53
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2014

    8,717,691        (4,061,595     (650,922     4,005,174        730,303        (245,471     484,832        4,490,006   

Additions

    —          —          —          —          1,223,803        (48,162     1,175,641        1,175,641   

Write-offs

    (182,001     164,031        69,859        51,889        —          —          —          51,889   

Amortization

    —          (449,829     45,318        (404,511     —          —          —          (404,511

Reclassification

    —          (183     —          (183     (4,739     —          (4,739     (4,922

Transfers

    954,571        —          (8,830     945,741        (954,571     8,830        (945,741     —     

Transfers to indemnification assets(*)

    (407,150     —          4,285        (402,865     —          —          —          (402,865

Effects of changes in foreign exchange rates

    (154     134        —          (20     —          —          —          (20
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2015

    9,082,957        (4,347,442     (540,290     4,195,225        994,796        (284,803     709,993        4,905,218   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) The net book value of each asset exceeding the deadline of the concession is allocated as Financial Asset pursuant to Law nº 12,783. See also Note 14.

Special obligations linked to the concession of public electric energy services

Obligations linked to the concession of public electric energy services represent amounts from the Federal Government, States, municipalities and consumers, as well as donations not conditional upon any return in favor of the donor and subsidies intended for investments in the distribution activity. According to Circular Letter no 1,314/2007-SFF/ANEEL, of June 27, 2007, which determines that this registration begins only after the Company’s second tariff review, the amortization started to be recorded in April 2009, based on an average rate.

The obligations linked to concessions, undergoes amortization as from the second tariff review cycle, at the same amortization rates as infrastructure assets of each distribution company, and the average rates of 4.10% p.a. and 3.98% p.a. are adopted for subsidiaries Ampla Energia and COELCE, respectively.

At the end of the concession period, the net replacement value of obligations linked to the concession of public electric energy services will be deducted from the indemnification asset.

 

G-42


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

17. Trade accounts payable and notes payable

 

 

     12/31/2015      12/31/2014  

Energy supply and transportation

     

Energy purchase

     988,398         760,160   

Companhia de Gás do Ceará — CEGÁS

     44,578         27,612   

Diferencial Eletronuclear

     1,440         21,373   

Charge for network use

     22,871         26,325   

Generation — Free energy

     10,690         17,942   

Related parties(a)

     204,953         125,414   

Notes payable(b)

     —           84,000   

Other

     4,730         5,051   

Materials and services

     387,705         316,942   
  

 

 

    

 

 

 

Total

     1,665,365         1,384,819   
  

 

 

    

 

 

 

Current

     1,530,701         1,258,456   

Non-current

     134,664         126,363   

 

  (a) Terms and conditions involving related parties are presented in Note 22.
  (b) In December 2014, subsidiary CGTF and Banco Itaú BBA S.A. (“Banco Itaú”) entered into a credit assignment agreement without right of recourse for a maximum amount of R$85,000, transferring to Banco Itaú the partial right to credit due in connection with the electric energy supply service provided to COELCE regarding the invoices for the months of November and December 2014. In order to advance receivables from COELCE, subsidiary CGTF used R$84,000 available in the credit assignment agreement entered into, amount that was settled during 2015.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

18. Loans and financing

Loans and financing in local and foreign currencies are as follows:

 

     Debt charges      Principal  
     Current      Current      Non-current  
     12/31/2015      12/31/2014      12/31/2015      12/31/2014      12/31/2015      12/31/2014  

Foreign currency:

                 

Federal Government — Discount bonus(a)

     15         9         —           —           4,456         3,031   

Federal Government — Participant bonus(a)

     83         56         —           —           6,386         4,344   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total foreign currency:

     98         65         —           —           10,842         7,375   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Local currency:

                 

Eletrobras(b)

     250         16         9,902         10,212         37,459         52,006   

Banco do Nordeste — Proinfa(c)

     232         304         21,237         21,237         47,784         69,022   

BNDES FINAME 2012-2013(d)

     41         46         4,121         4,121         26,788         30,909   

BNDES FINEM 2012-2013 A(d)

     220         238         13,007         12,960         45,523         58,318   

BNDES FINEM 2012-2013 B(d)

     244         268         13,006         12,960         45,523         58,319   

Itaú CCB(e)

     6,299         5,070         —           —           150,000         150,000   

BNDES (Finame)(f)

     4         2         561         236         1,963         1,063   

BNDES (Finem seccionamento)(g)

     71         39         4,243         2,115         14,850         9,516   

BNDES (Capex 2011)(h)

     207         245         10,140         10,139         45,626         55,765   

BNDES (Capex 2011)(h)

     185         230         19,374         19,305         29,062         48,263   

BNDES (Capex 2011)(h)

     205         258         19,374         19,305         29,062         48,263   

BNDES (Capex 2012-2013)(i)

     80         92         8,256         8,297         52,977         61,539   

BNDES (Capex 2012-2013)(i)

     398         431         23,528         23,412         82,349         105,356   

BNDES (Capex 2012-2013)(i)

     441         484         23,528         23,412         82,348         105,356   

Eletrobras(j)

     —           2         —           2,941         —           10,923   

Eletrobras(k)

     —           2         —           2,655         —           7,268   

Banco do Brasil S.A. (BB Agropecuário)(l)

     6,298         4,692         75,000         —           225,000         300,000   

Banco do Brasil S,A.(l)

     1,813         1,384         —           —           100,000         100,000   

Banco do Brasil S,A.(l)

     424         320         —           —           30,000         30,000   

BNDES (Capex 2014-2015) A

     61         —           7,666         —           76,656         —     

BNDES (Capex 2014-2015) B

     165         —           7,666         —           76,650         —     

Working Capital Santander(m)

     —           —           50,474         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total local currency

     17,638         14,123         311,083         173,307         1,199,620         1,301,886   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
                 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total loans and financing

     17,736         14,188         311,083         173,307         1,210,462         1,309,261   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

G-44


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

18. Loans and financing (Continued)

 

Banks

  Start date     Maturity     Type of
amortization
   

Guarantees

 

Financial charges

Foreign Currency:

         

Federal Government — Discount bonus(a)

    08/15/1997        04/11/2024        At the end      Receivables and secured account   USD + Libor + 1.0125% p.a.

Federal Government — Participant bonus(a)

    08/15/1997        04/11/2024        At the end      Receivables and secured account   USD + 6.2% p.a.

Local Currency

         

Eletrobras(b)

    03/3/2000        09/30/2023        Monthly      Receivables and promissory note   6.95% p.a.

Banco do Nordeste — FNE(c)

    12/29/2004        03/15/2019        Monthly      Guarantee and secured account   10% p.a.

BNDES FINAME 2012-2013(d)

    08/28/2013        06/15/2023        Monthly      Receivables and secured account   3.00% p.a.

BNDES FINEM 2012-2013 A(d)

    08/28/2013        06/15/2020        Monthly      Receivables and secured account   TJLP + 2.8% p.a.

BNDES FINEM 2012-2013 B(d)

    08/28/2013        06/15/2020        Monthly      Receivables and secured account   TJLP + 3.8% p.a.

Itaú CCB(e)

    03/20/2014        03/20/2019        Monthly      —     112%CDI

BNDES (Finame)(f)

    03/24/2014        06/15/2020        Monthly      Receivables   3.5%

BNDES (Finem seccionamento)(g)

    03/24/2014        06/15/2020        Monthly      Receivables   TJLP + 2.8%

BNDES (Capex 2011)(h)

    08/15/2011        06/15/2021        Monthly      Receivables   8.7% p.a.

BNDES (Capex 2011)(h)

    08/15/2011        06/15/2018        Monthly      Receivables   TJLP + 2.96%

BNDES (Capex 2011)(h)

    08/15/2011        06/15/2018        Monthly      Receivables   TJLP + 3.96%

BNDES (Capex 2012-2013)(i)

    08/16/2013        05/15/2023        Monthly      Receivables   3.0%

BNDES (Capex 2012-2013)(i)

    08/16/2013        06/15/2020        Monthly      Receivables   TJLP + 2.80%

BNDES (Capex 2012-2013)(i)

    08/16/2013        06/15/2020        Monthly      Receivables   TJLP + 3.80%

Eletrobras

    11/23/2006        06/30/2021        Monthly      Receivables and promissory note   6.0%

Eletrobras

    09/20/2011        09/30/2018        Monthly      Receivables and promissory note   7.0%

Banco do Brasil S,A(j)

    11/19/2013        11/14/2019        Annual      —     107% CDI

Banco do Brasil S,A(j)

    11/29/2013        11/25/2019        Annual      —     107% CDI

Banco do Brasil S,A (BB Agropecuário)(j)

    11/12/2014        11/07/2019        Semiannual      —     107% CDI

BNDES (Capex 2014-2015) A(k)

    12/28/2015        12/15/2021        Monthly      Receivables   TJLP + 3.1%

BNDES (Capex 2014-2015) B(k)

    12/28/2015        12/15/2021        Monthly      Receivables   SELIC + 3.18%

Working Capital Santander(l)

    03/21/2011        06/27/2016        Monthly      —     CDI + 1.80%

 

(a) Federal Government (Financial agent: Banco do Brasil) — mid and long-term debt (DMLPs) — Acknowledgment of debt to the Federal Government on August 15, 1997. The agreement is divided into 7 (seven) sub loans (three of which have already been settled), bearing interest based on the foreign exchange variation (US dollars).
(b) Eletrobras — Loan raised for financial coverage of direct costs of construction of the rural electrification program, which is part of the universal access and use of electric energy program “Luz Para Todos”, of the Ministry of Mines and Energy (MME), with funds from RGR and CDE.
(c) Banco do Nordeste do Brasil — Program to Foster Alternative Electric Energy Sources (Proinfra): The subsidiary COELCE entered into an agreement with Banco do Nordeste do Brasil to finance fixed assets investments, with funds from the Constitutional Fund to Finance the Northeastern Region (FNE)/Proinfra.
(d) BNDES FINAME/FINEM: Financing for investment plan 2012/2013 of subsidiary COELCE taken out on June 28, 2013, amounting to R$217,185, through credit union led by Itaú with transfer of funds from BNDES. Until December 31, 2015, BNDES had transferred 89% of the total amount.
(e) Bank credit bond — Itaú: Loan maturing in March 2019, as working capital for financial support to subsidiary COELCE and used to cover operating costs.
(f) BNDES Finame: Financing, totaling R$3,296, for the acquisition of machinery and equipment necessary for implementing reinforcements in the electric grid of subsidiary CIEN, by sectioning transmission line Garabi II, which was taken out from Itaú, with funds raised from BNDES. Through to December 31, 2015, subsidiary CIEN had used 89% of the amount taken out.
(g) BNDES Finem seccionamento: Financing, amounting to R$29,520, destined to the project of implementation of reinforcements in the electric grid of subsidiary CIEN, by sectioning transmission line Garabi II, which was taken out from Itaú, with funds raised from BNDES. Through December 31, 2015, subsidiary CIEN had used 75% of the amount taken out.

 

G-45


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

18. Loans and financing (Continued)

 

(h) BNDES Capex 2011: Financing amounting to R$331,397 for investment plan 2010/2011 of subsidiary Ampla Energia, contract with credit union led by Itaú, with funds transferred from BNDES. Through to December 31, 2015, subsidiary Ampla Energia took out 90% of the contractual amount.
(i) BNDES Capex: 2012/2013: Financing amounting to R$450,171, for 2012/2013 investment plan of subsidiary Ampla Energia, agreed with credit union led by Itaú, with funds transferred from BNDES, Until December 31, 2015, subsidiary Ampla Energia had used 79% of the amount taken out.
(j) Bank Credit Note (Banco do Brasil): Loan maturing in November 2019, in the modality of Agrarian Credit for the financial support of the subsidiary Ampla Energia and COELCE used for the repayment of previous debts.
(k) Financing amounting to R$562,101, for 2014/2015 investment plan of subsidiaries Ampla Energia and COELCE, except for the acquisition of machinery and equipment, agreed with Itaú, with funds transferred from BNDES. Until December 31, 2015, the subsidiaries had taken out 30% of the contractual amount.
(l) Working Capital Santander: with Banco Santander, used as subsidiary COELCE’s working capital.

In connection with the loans taken out from the Brazilian Development Bank (BNDES), Banco do Brasil, Banco Itaú and working capital operations, subsidiaries COELCE, Ampla Energia and CIEN undertook to comply with the following obligations during effectiveness of the agreements, which were adequately complied with at December 31, 2015:

 

Bank

  

Financial obligations

  

Rate

  

Periodicity

BNDES/FINEM/Itaú CCB

   Net financial debt / EBITDA (maximum)    3.50    Semiannual

BNDES/FINEM/Itaú CCB

   Net financial debt / Net financial debt + Equity (maximum)    0.60    Semiannual

BNDES (Capex 2012-2013 and 2014-2015)

   Net bank debt / EBITDA (maximum)    3.50    Annual

BNDES (Capex 2012-2013 and 2014-2015)

   Net bank debt / Net financial debt + Equity (maximum)    0.60    Annual

Banco do Brasil S.A.

   Net financial debt / EBITDA (maximum)    3.00    Semiannual

 

(*) EBITDA — Earnings Before Interest, Taxes, Depreciation and Amortization.

On December 31, 2015, the subsidiaries were in compliance with these obligations, except for the ratio “Net Financial Debt/ EBITDA” for which the subsidiary Ampla Energia obtained a waiver from the financing banks, valid as of December 31, 2015, which also formalized a modification to the covenant with respect to future periods.

The contractual repayment of the amount of principal of long-term loans and financing, without the effects of swap transactions carried out, is as follows:

 

Year

   12/31/2015      12/31/2014  

2016

     —           247,913   

2017

     367,682         340,041   

2018

     347,714         318,764   

2019

     311,778         280,789   

2020

     98,151         68,460   

After 2020

     85,137         53,294   
  

 

 

    

 

 

 

Total

     1,210,462         1,309,261   
  

 

 

    

 

 

 

 

G-46


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

18. Loans and financing (Continued)

 

The changes in loans and financing without the effects of funding costs are as follows:

 

     Local currency     Foreign currency        
     Current     Non-current     Current     Non-current     Total  

At December 31, 2013

     228,975        1,018,355        32,869        95,101        1,375,300   

Additions

     131,477        463,126        —          —          594,603   

Interest accrued

     109,070        —          7,069        —          116,139   

Interest accrued paid

     (98,712     —          (276     —          (98,988

Monetary and exchange variation

     —          37        12,684        864        13,585   

Transfers

     179,632        (179,632     88,590        (88,590     —     

Swap transaction gain/losses

     —          —          (7,545     —          (7,545

Amortization

     (363,012     —          (133,326     —          (496,338
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2014

     187,430        1,301,886        65        7,375        1,496,756   

Additions

     338,147        67,088        —          —          405,235   

Interest accrued

     152,356        —          390        —          152,746   

Interest accrued paid

     (148,837     —          (402     —          (149,239

Monetary and exchange variation

     —          1,687        —          3,512        5,199   

Transfers

     171,041        (171,041     45        (45     —     

Amortization

     (371,416     —          —          —          (371,416
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2015

     328,721        1,199,620        98        10,842        1,539,281   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

19. Debentures

 

          12/31/2015     12/31/2014  
          Principal     Principal  

Description

  Companies     Charges     Current     Non-current     Charges     Current     Non-current  

1st Series 3rd Issue

    COELCE        1,575        52,000        —          2,613        52,000        52,000   

1st Series 6th Issue

    Ampla Energia        369        58,500        —          508        58,500        58,500   

1st Series 7th Issue

    Ampla Energia        624        50,000        50,000        428        —          100,000   

1st Series 8th Issue

    Ampla Energia        11,050        —          150,000        8,392        —          150,000   

2nd Series 3rd Issue

    COELCE        5,537        131,522        263,073        5,105        —          356,970   

2nd Series 6th Issue

    Ampla Energia        10,576        82,307        164,613        9,638        —          223,375   

2nd Series 7th Issue

    Ampla Energia        12,593        —          385,551        11,476        —          348,788   

2nd Series 8th Issue

    Ampla Energia        11,050        —          150,000        8,392        —          150,000   

(-) Cost to be amortized

      —          (1,547     (3,176     —          (1,583     (4,723
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total with no effect of swap transactions

      53,374        372,782        1,160,061        46,552        108,917        1,434,910   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Swap transaction gain/losses

      —          (5,068     (5,385     —          (844     (15,365
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total debentures

      53,374        367,714        1,154,676        46,552        108,073        1,419,545   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

G-47


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

19. Debentures (Continued)

 

Changes in debentures:

 

     Current      Non-current      Total  

At December 31, 2013

     25,415         1,168,765         1,194,180   
  

 

 

    

 

 

    

 

 

 

Funds raised

     —           300,000         300,000   

Accrued interests

     117,542         —           117,542   

Interest accrued paid

     (98,466      —           (98,466

Transfer of terms

     110,500         (110,500      —     

Monetary restatement

     —           57,801         57,801   

Transfer — transaction cost

     (101      101         —     

Allocation of transaction cost

     257         (976      (719

Swap transaction gain/losses

     (522      4,354         3,832   
  

 

 

    

 

 

    

 

 

 

At December 31, 2014

     154,625         1,419,545         1,574,170   
  

 

 

    

 

 

    

 

 

 

Accrued interests

     152,499         —           152,499   

Interest accrued paid

     (145,671      —           (145,671

Transfer of terms

     370,072         (370,072      —     

Monetary restatement

     —           97,929         97,929   

Repayment of principal

     (110,502      —           (110,502

Transfer — transaction cost

     (1,547      1,547         —     

Allocation of transaction cost

     1,583         —           1,583   

Swap transaction gain/losses

     29         5,727         5,756   
  

 

 

    

 

 

    

 

 

 

At December 31, 2015

     421,088         1,154,676         1,575,764   
  

 

 

    

 

 

    

 

 

 

Characteristics of debenture issues:

COELCE

 

Characteristics

  

3rd Issue 1st Series

  

3nd Issue 2nd Series

Convertibility

   Simple debentures non-convertible into shares    Simple debentures non-convertible into shares

Type

   Unprivileged    Unprivileged

Type and form

   Registered book-entry debentures, with no issue of certificates    Registered book-entry debentures, with no issue of certificates

Number of securities

   10,400 simple debentures    29,600 simple debentures

Par value

   R$10    R$10

Issue date

   October 15, 2011    October 15, 2011

Initial maturity

   October 15, 2015    October 15, 2016

Maturity

   October 15, 2016    October 15, 2018

Monetary restatement

   No restatement    IPCA

Rescheduling

   No rescheduling    No rescheduling

Remuneration

   CDI+0.97% p.a.    6.85%pa

Interest payment

   Semiannual    Annual

Repayment

   Two annual installments    Three annual installments

Repayment date

   2015 and 2016    2016, 2017 and 2018

 

G-48


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

19. Debentures (Continued)

Characteristics of debenture issues: (Continued)

 

Ampla Energia

 

 

Characteristics

  

1st Series 6th Issue

  

2nd Series 6th Issue

Convertibility

   Simple debentures non-convertible into shares    Simple debentures non-convertible into shares

Type

   Unprivileged    Unprivileged

Type and form

   Registered book-entry debentures, with no issue of certificates    Registered book-entry debentures, with no issue of certificates

Number of securities

   11,700 simple debentures    18,300 simple debentures

Par value

   R$10    R$10

Issue date

   June 15, 2011    June 15, 2011

Initial maturity

   June 15, 2015    June 15, 2016

Maturity

   June 15, 2016    June 15, 2018

Monetary restatement

   No restatement    IPCA

Rescheduling

   No rescheduling    No rescheduling

Remuneration

   CDI + 1.20% p.a.    IPCA + 7.90% p.a.

Interest payment

   Semiannual    Annual

Repayment

   Two annual installments    Three annual installments

Repayment date

   2015 and 2016    2016, 2017 and 2018

 

 

Characteristics

  

1st Series 7th Issue

  

2nd Series 7th Issue

Convertibility

   Simple debentures non-convertible into shares    Simple debentures non-convertible into shares

Type

   Unprivileged    Unprivileged

Type and form

   Registered book-entry debentures, with no issue of certificates    Registered book-entry debentures, with no issue of certificates

Number of securities

   10,000 simple debentures    30,000 simple debentures

Par value

   R$10    R$10

Issue date

   June 15, 2012    June 15, 2012

Initial maturity

   June 15, 2016    June 15, 2017

Maturity

   June 15, 2017    June 15, 2019

Monetary restatement

   No restatement    IPCA

Rescheduling

   No rescheduling    No rescheduling

Remuneration

   CDI + 1.02% p.a.    IPCA + 6.00% p.a.

Interest payment

   Semiannual    Annual

Repayment

   Two annual installments    Three annual installments

Repayment date

   2016 and 2017    2017, 2018 and 2019

 

G-49


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

19. Debentures (Continued)

Characteristics of debenture issues: (Continued)

Ampla Energia (Continued)

 

Characteristics

  

1st Series 8th Issue

  

2nd Series 8th Issue

Convertibility

   Simple debentures non-convertible into shares    Simple debentures non-convertible into shares

Type

   Unprivileged    Unprivileged

Type and form

   Registered book-entry debentures, with no issue of certificates    Registered book-entry debentures, with no issue of certificates

Number of securities

   15,000 simple debentures    35,000 simple debentures

Par value

   R$10    R$10

Issue date

   July 16, 2014    July 16, 2014

Initial maturity

   July 15, 2017    July 15, 2017

Maturity

   July 15, 2019    July 15, 2019

Monetary restatement

   No restatement    No restatement

Rescheduling

   No rescheduling    No rescheduling

Remuneration

   CDI + 1.45% p.a.    CDI + 1.45% p.a.

Interest payment

   Semiannual    Semiannual

Repayment

   Three annual installments    Three annual installments

Repayment date

   2017, 2018 and 2019    2017, 2018 and 2019

In 2015 the subsidiary Ampla Energia obtained the approval of the Bondholders to change the formula applied to calculate the covenants.

In accordance with the indenture of debentures, the subsidiaries COELCE and Ampla Energia are subject to maintaining certain financial ratios, calculated quarterly, based on their financial statements. As of December 31, 2015, the subsidiaries Ampla Energia and COELCE are compliant with these ratios in the evaluation of their Management.

 

Issue

  

Financial obligations

   Rate  

3rd issue — COELCE

   Net financial debt/EBITDA (maximum)      2.50   

3rd issue — COELCE

   EBITDA/Net financial debt (minimum)      2.75   

6th issue — Ampla Energia

   Net financial debt/EBITDA (maximum)      3.75   

6th issue — Ampla Energia

   EBITDA/Net financial expenses (minimum)      1.75   

7th issue — Ampla Energia

   Net financial debt/EBITDA (maximum)      3.75   

7th issue — Ampla Energia

   EBITDA/Net financial expenses (minimum)      1.75   

8th issue — Ampla Energia

   Net financial debt/EBITDA (maximum)      3.75   

8th issue — Ampla Energia

   Net financial debt/ Net financial expenses (minimum)      0.60   

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

19. Debentures (Continued)

 

Contractual amortization of long-term debentures is as follows:

 

     2017      2018      After 2018      Total  

1st Series — 7 th Issue — Ampla Energia

     50,000         —           —           50,000   

1st Series — 8 th Issue — Ampla Energia

     50,000         50,000         50,000         150,000   

2nd Series — 3 rd Issue — COELCE

     131,522         131,551         —           263,073   

2nd Series — 6 th Issue — Ampla Energia

     82,307         82,306         —           164,613   

2nd Series — 7 th Issue — Ampla Energia

     128,517         128,517         128,517         385,551   

2nd Series — 8 th Issue — Ampla Energia

     50,000         50,000         50,000         150,000   

(-) Transaction costs

     (1,161      (1,020      (995      (3,176
  

 

 

    

 

 

    

 

 

    

 

 

 

Total to be amortized

     491,185         441,354         227,522         1,160,061   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

20. Financial instruments and operational risks

General considerations

The Enel Group has policies to mitigate financial risks and adopts operating and financial strategies to ensure liquidity, security and profitability of its assets. For this purpose, it maintains managerial systems for controlling and monitoring its financial transactions and corresponding amounts, in order to monitor the risks and rates charged by the market.

Risk factors

 

  a) Foreign exchange rate risk

This risk arises from the possibility of the Enel Group to incur losses due to fluctuations in foreign exchange rates, which increase financial expenses and liability balances of loans and financing in foreign currency taken out in the market.

The following table presents the carrying amount of foreign currency liabilities that are not hedged by currency swap instruments:

 

     Liabilities  
     12/31/2015      12/31/2014      12/31/2013         

US dollars

     10,940         7,440         90,067      

We set out below a sensitivity analysis chart related to the impacts on net income of the Enel Group if the variation of the exchange rate in 2015 were equal to that expected for 2016, according to projections based on the forward dollar curve of the BM&F (Brazilian Mercantile & Futures Exchange):

 

                   Effects          

12/31/2015

       Increase         On income
statement
 

US dollars

     4.29     (167

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

20. Financial instruments and operational risks (Continued)

Risk factors (Continued)

 

  b) Interest rate risk

This risk arises from the possibility of the Enel Group to incur losses due to fluctuations in interest rates or other debt indices, such as inflation rates, which would increase the financial expenses related to loans and financing taken out in the market, In order to minimize this risk, the Group prioritizes loans taken out at fixed rates (BNB and Eletrobras) and linked to other indices less volatile to financial market fluctuations, such as the Long — Term Interest Rate — TJLP (BNDES).

In order to avoid risks with changes in market indexes, the loans indexed to floating rate had their rates fixed through swap contracts, to hedge against the risk of rate fluctuation. The adjustment to the debit and credit of this operation is recorded in the income statement.

The table below shows the sensitivity analysis related to the impact on the Group’s net income if variations in interest rates and inflation rates for 2015 were equal to those expected for 2016, according to projections based on the forward curve of the BM&F:

 

           Effects  

12/31/2015

   Increase/
        reduction        
    On income
          statement          
               On equity            

Financial liabilities

       

CDI

     0.59     (9,548      (9,548

IPCA

     8.90     (3,070      (3,070
    

 

 

    

 

 

 

Total

       (12,618      (12,618
    

 

 

    

 

 

 

 

  c) Credit risk

The risk arises from the possibility of Enel subsidiaries to incur losses due to the difficulty in collecting amounts billed to their customers. This risk is assessed as low by the subsidiaries due to the diversification in the number of customers and the collection policy and cutting of electricity supply to customers in default. The allowance for doubtful accounts is established in an amount deemed sufficient by management of the Enel Group to cover possible risks of realization of accounts receivable.

 

  d) Accelerated debt maturity risk

Some subsidiaries have loans and financing agreements and debentures with covenants that, in general, require the maintenance of economic and financial ratios at certain levels (financial covenants). Failure to comply with these covenants may result in acceleration of debt maturity. These restrictions are adequately monitored and do not restrict the subsidiaries’ capacity to carry out their normal business. Currently, for the debt ratios that are not at levels below the limits established by the financial covenants, the Enel Group has obtained a waiver from the respective counterparty banks, as disclosed in Note 18.

 

  e) Risk of revision and supply tariff adjustment

Tariff adjustment and revision processes are secured by agreement and rely on previously set methodologies. Changes to the methodology in force should be extensively discussed and supported by contributions by Group companies, concessionaires and other agents in the industry.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

20. Financial instruments and operational risks (Continued)

Risk factors (Continued)

 

  e) Risk of revision and supply tariff adjustment (Continued)

 

In case an unforeseeable event affects the economic and financial balance of the concession, Ampla Energia and COELCE may justify and require the Regulator to open an Extraordinary Tariff Revision, and it shall be at the Regulator’s discretion to determine whether or not such revision should be made. ANEEL itself also may carry out Extraordinary Revisions in case of introduction, change or exclusion of charges and/or taxes to be passed on to tariffs.

 

  f) Capital risk management

The Enel Group manages its capital to ensure continuity of its normal activities, while maximizing the return to all parties interested or involved in its operations by optimizing the debt and equity balances. The capital structure of the Enel Group is formed by net indebtedness (loans detailed in Notes 18 and 19, deducting cash and cash equivalents and temporary cash investments detailed in Notes 5 and 6), as well as by equity of the Group.

 

     12/31/2015     12/31/2014  

Debt

     3,115,045        3,070,926   

Cash and cash equivalents + Marketable securities

     (715,564     (1,094,384
  

 

 

   

 

 

 

Net debt(a)

     2,399,481        1,976,542   

Equity(b)

     7,542,555        7,112,912   
  

 

 

   

 

 

 

Net indebtedness ratio (a/[a+b])

     24     22
  

 

 

   

 

 

 

 

  (a) Net debt is represented by total outstanding loans, financing and debentures, including portions of current and non-current liabilities, net of balances of cash and cash equivalents and marketable securities. See more details in Notes 5, 6, 18 and 19.
  (b) Equity includes all capital and reserves of the Group.

 

  g) Liquidity risk

The Enel Group’s liquidity is managed through the monitoring of forecast and actual cash flows in order to meet possible cash needs in the short-term. So as to ensure the capacity of paying its obligations in a conservative manner, the management of temporary cash investments has focused on very short-term instruments, primarily with daily maturities in order to provide maximum liquidity.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

20. Financial instruments and operational risks (Continued)

Risk factors (Continued)

 

  g) Liquidity risk (Continued)

 

The tables below present information on future maturities of loans, financing and debentures that are being considered in the projected cash flows of the Enel Group (including interest and principal):

 

     Less than
one month
     From one to
three months
     From three months
to one year
     From one
to five years
     Over five years      Total  

December 31, 2015

                 

Fixed interest loans and financing

     7,320         12,448         55,089         213,881         54,416         343,154   

Variable interest loans and financing

     63,732         36,411         280,599         1,985,543         71,984         2,438,269   

Debentures

     22,852         —           495,462         1,380,667         —           1,898,981   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     93,904         48,859         831,150         3,580,091         126,400         4,680,404   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2014

                 

Fixed interest loans and financing

     6,765         14,118         61,517         263,033         89,265         434,698   

Variable interest loans and financing

     10,219         37,003         168,788         1,216,925         40,516         1,473,451   

Debentures

     17,112         —           228,709         1,739,708         —           1,985,529   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     34,096         51,121         459,014         3,219,666         129,781         3,893,678   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The tables below present the amounts forecast for the next maturity of hedging instruments that are also considered in the cash flows for subsidiaries Ampla Energia, COELCE and CGTF:

 

     Less than
one month
    From one to
three months
    From three months
to
one year
    From one
to five years
    Total  

December 31, 2015

          

NDF BRL x USD (CGTF)

     (117     (2,456     (2,327     —          (4,900

Interest rate swap (Ampla Energia and Coelce)

     —          —          (7,743     (1,632     (9,375
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     (117     (2,456     (10,070     (1,632     (14,275
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2014

          

Interest rate swap (Ampla Energia and Coelce)

     —          —          (8,586     (3,032     (11,618
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     —          —          (8,586     (3,032     (11,618
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In order to avoid any emergency cash need, the Group uses overdraft facilities that it has taken out as a short-term cash source. We set out below the table on the final position at December 31, 2015 and December 31, 2014 regarding the use of this facility:

 

Secured account

   12/31/2015      12/31/2014  

Agreed

     410,000         485,000   

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

20. Financial instruments and operational risks (Continued)

 

Valuation of financial instruments

In order to determine the fair value of loans and financing, the Enel Group’s management used discounted future cash flows at rates deemed as fair to carry out new operations in the market. Regarding the fair value of debentures the quotations traded on the secondary market were adopted.

Hierarchical fair value

There are three levels for the classification of fair value relating to financial instruments and hierarchical level is considered to define priority for unadjusted quoted prices in an active market for financial assets or liabilities. The classification of hierarchical levels may be presented as outlined below:

 

    Level 1 — Data from an active market (unadjusted quoted price) allowing daily access including on the date of fair value measurement.

 

    Level 2 — Data different from that from the active market (unadjusted quoted price) included in Level 1, extracted from the pricing model based on observable market data.

 

    Level 3 — Data from a pricing model based on unobservable market data.

 

              12/31/2015     12/31/2014  
   

Category

  Level     Book value     Fair value     Book value     Fair value  

Assets

           

Cash and cash equivalents

  Fair value through P&L     2        509,396        509,396        864,071        864,071   

Marketable securities

  Fair value through P&L     2        206,168        206,168        230,313        230,313   

Guarantees deposits

  Loans and receivables     2        91,386        91,386        82,372        82,372   

Consumers, concessionaires and permittees, net

  Loans and receivables     2        2,012,178        2,012,178        1,368,336        1,368,336   

Derivative financial instruments

  Loans and receivables     2        10,453        10,453        16,209        16,209   

Account receivables from Portion A and other financial items

  Loans and receivables     2        841,451        841,451        722,198        722,198   

Indemnification assets (concession)

  Available for sale     3        2,722,423        2,722,423        2,125,968        2,125,968   

Liabilities

           

Loans and financing in local currency

  Loans and receivables     2        1,528,341        1,419,864        1,489,316        1,473,502   

Debentures in local currency

  Loans and receivables     2        1,586,217        1,554,540        1,590,379        1,592,056   

Loans and financing in foreign currency

  Loans and receivables     2        10,940        9,406        7,440        7,034   

Derivative financial instruments - (energy purchase)

  Loans and receivables     2        4,712        4,712        —          —     

Trade accounts payable

  Loans and receivables     2        1,665,365        1,665,365        1,384,819        1,384,819   

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

20. Financial instruments and operational risks (Continued)

Hierarchical fair value (Continued)

 

The amounts of the curve and market value of the derivative instrument (swap) of December 31, 2015 are as follows:

 

Derivative

   Curve value     Market value
(book)
    Diference  

COELCE

      

Swap DI x PRÉ 08.11.12 HSBC Bank Brasil S.A.

     598        3,156        2,558   

Ampla Energia

      

Swap DI x PRÉ 03.09.12 HSBC Bank Brasil S.A.

     205        5,591        5,386   

Swap DI x PRÉ 08.11.12 HSBC Bank Brasil S.A.

     135        1,706        1,571   

CGTF

      

NDF BRL x USD Itaú

     (4,900     (4,712     188   
  

 

 

   

 

 

   

 

 

 

Total

     (3,962     5,741        9,703   
  

 

 

   

 

 

   

 

 

 

The estimated market value of swap transactions was determined based on the discounted present value of future cash flows model, discounted at market rates presented by the BM&F as of December 31, 2015.

At December 31, 2015 and December 31, 2014, the Group had swap operations, as shown below:

COELCE

 

                        Notional values  

Counterparty

   Agreement date      Maturity date      Position    12/31/2015      12/31/2014  

HSBC Bank Brasil S.A.

     11/8/2012         10/17/2016       CDI + 0.97% p.a.
9.43% p.a.
     (3,156)         (5,569)   

Ampla Energia

 

                        Notional values  
                        Local currency  

Counterparty

   Agreement date      Maturity date      Position    12/31/2015      12/21/2014  

HSBC Bank Brasil S.A.

     09/03/2012         06/16/2017       CDI + 1.02% p.a.
10.05% p.a.
     (5,591)         (6,235)   

HSBC Bank Brasil S.A.

     11/08/2012         06/16/2016       CDI + 1.20% p.a.
9.59% p.a.
     (1,706)         (4,405)   

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

20. Financial instruments and operational risks (Continued)

Hierarchical fair value (Continued)

 

CGTF

 

                            Notional values                    
                            Foreign
Currency
    Local
Currency
    Fair
Value
    Accumulated effect up to
12/31/2015
 

Description

  Contraparty     Agreement
date
    Maturity
date
    Position     12/31/15     12/31/15     12/31/15     Receivables
or received
    Payables
or Paid
 

NDFs

                 

(+) Asset

          USD        USD 4,360      R$ 17,016      R$ 17,358        —          —     

(-) Liability

    Itaú        18/09/15        22/01/16        BRL          R$ 17,473        —          —     
             

 

 

   

 

 

   

 

 

 

(=) Adjustment

              (R$ 115     —        (R$ 115

(+) Asset

          USD        USD 4,654      R$ 18,162      R$ 18,325        —          —     

(-) Liability

    Itaú        28/09/15        22/02/16        BRL          R$ 19,548        —          —     
             

 

 

   

 

 

   

 

 

 

(=) Adjustment

              (R$ 1,223     —        (R$ 1,223

(+) Asset

          USD        USD 4,353      R$ 16,990      R$ 17,067        —          —     

(-) Liability

    Itaú        28/09/15        22/03/16        BRL          R$ 18,229        —          —     
             

 

 

   

 

 

   

 

 

 

(=) Adjustment

              (R$ 1,162     —        (R$ 1,162

(+) Asset

          USD        USD 4,654      R$ 18,162      R$ 18,166        —          —     

(-) Liability

    Itaú        28/09/15        22/04/16        BRL          R$ 19,432        —          —     
             

 

 

   

 

 

   

 

 

 

(=) Adjustment

              (R$ 1,266     —        (R$ 1,266

(+) Asset

          USD        USD 3,152      R$ 12,303      R$ 12,184        —          —     

(-) Liability

    Itaú        28/09/15        22/05/16        BRL          R$ 13,129        —          —     
             

 

 

   

 

 

   

 

 

 

(=) Adjustment

              (R$ 945     —        (R$ 945

 

21. Taxes payable

 

     12/31/2015      12/31/2014  

State Value-Added Tax — ICMS

     249,977         67,091   

Income tax and social contribution

     159,687         33,702   

Services Tax — ISS

     4,766         4,402   

Contribution Tax on Gross Revenue for Social Integration Program — PIS

     13,849         5,933   

Contribution Tax on Gross Revenue for Social Security Financing — COFINS

     64,859         27,568   

PIS/COFINS/IRRF/CSRF (withheld at source)

     4,344         3,243   

Social contributions

     9,024         4,292   

Other taxes and contributions

     59,059         27,174   
  

 

 

    

 

 

 

Total

     565,565         173,405   
  

 

 

    

 

 

 

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

Years ended December 31, 2015, 2014 and 2013

(In thousands of reais, unless otherwise stated)

 

22. Related parties

The Enel Group carries out operations with related parties that belong to the same economic group, and the balances, nature and total of transactions and effects on the consolidated financial statements are as follows:

 

                  12/31/2015     12/31/2014  

Companies

  Ref.   Type of transaction   Current
assets
    Non-current
assets (*)
    Current
liabilities (*)
    Non-current
liabilities (*)
    Revenues
(expenses)
    Intangible
assets
    Non-current
assets (*)
    Current
liabilities (*)
    Non-current
liabilities (*)
    Revenues
(expenses)
    Intangible
assets
 

Fundação COELCE de Seguridade Social — FAELCE

    Acknowledgment of debt     —          —          —          —          —          —          —          770        —          —          —     
  (a.1)   Pension plan     —          —          2,040        85,396        (8,882)        431        —          —          90,312        (2,719)        406   

Fundação Brasiletros

  (a.2)   Pension plan     —          —          —          491,635        (44,757)        —          —          —          445,033        (47,753)        —     

CEMSA — Comercializadora de Mercosur S.A.

  (b)   Energy transportation     —          92,252        —          93,270        4,604        —          86,686        —          86,182        20,527        —     

Endesa Costanera S.A.

  (b)   Energy transportation     —          34,855        —          34,594        1,855        —          33,011        —          32,324        7,557        —     

Enel Energy Europe

  (c)   Services rendered     —          —          2,143        —          (2,143)        —          —          2,894        —          (3,718)        —     

Enel Ingegneria e Innovazione

  (d)   Services rendered     —          —          —          —          —          —          —          2,417        —          (630)        —     

Enel Green Power Desenvolvimento Ltda,

    Services rendered     —          —          —          —          —          —          —          1,597        —          —          —     

Enel SPA

  (e)   Services rendered     —          —          67,060        —          (67,060)        —          —          —          —          —          —     

EGP — Joana Eólica

    Energy transportation     3        —          —          —          37        —          —          —          —          —          —     

EGP — Modelo i Eólica

    Energy transportation     3        —          —          —          36        —          —          —          —          —          —     

EGP — Modelo II Eólica

    Energy transportation     3        —          —          —          32        —          —          —          —          —          —     

EGP — Primavera Eólica

    Energy transportation     2        —          —          —          28        —          —          —          —          —          —     

EGP — São Judas Eólica

    Energy transportation     2        —          —          —          27        —          —          —          —          —          —     

EGP — Cristal Eólica

    Energy transportation     2        —          —          —          28        —          —          —          —          —          —     

EGP — Emiliana Eólica

    Energy transportation     3        —          —          —          40        —          —          —          —          —          —     

EGP — Pau Ferro Eólica

    Energy transportation     2        —          —          —          18        —          —          —          —          —          —     

EGP — Pedra do Gerônimo Eólica

    Energy transportation     2        —          —          —          18        —          —          —          —          —          —     

EGP — Tacaicó Eólica

    Energy transportation     2        —          —          —          11        —          —          —          —          —          —     

EGP — Soluções Energéticas

    Energy transportation     —          —          —          —          2        —          —          —          —          —          —     

EGP — Maniçoba Eólica

    Energy transportation     3        —          —          —          14        —          —          —          —          —          —     

EGP — Esperança Eólica

    Energy transportation     3        —          —          —          13        —          —          —          —          —          —     

EGP — Damascena Eólica

    Energy transportation     3        —          —          —          14        —          —          —          —          —          —     

Enel Green Power Participações Ltda.

    Energy transportation     168        —          7,886        —          (71,007)        —          —          —          —          —          —     
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        201        127,107        79,129        704,895        (187,072)        431        119,697        7,678        653,851        (26,736)        406   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(-) Pension plan

        —          —          (2,040)        (577,031)        —          —          —          (770)        (535,345)        —          —     
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total related parties

        201        127,107        77,089        127,864        (187,072)        431        119,697        6,908        118,506        (26,736)        406   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

* Those amounts are presented as accounts receivable (see Note 7), trade payables (see Note 17), post-employment benefits (see note 26).

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

22. Related parties (Continued)

 

The main conditions related to transactions between related parties are described below:

 

  a) Private pension obligations

 

  a.1) Private Pension — FAELCE

Subsidiary COELCE, as the sponsor of FAELCE, performs monthly transfers for the financial maintenance of FAELCE and makes contributions to the actuarial reserve for private pension plans of employees of subsidiary COELCE, classified as for “Defined Benefits” and “Defined Contribution”. For further details, see Note 26.

 

  a.2) Fundação Ampla de Seguridade Social — BRASILETROS

Subsidiary Ampla Energia, as the sponsor of Fundação Ampla de Seguridade Social — BRASILETROS, performs monthly transfers for the maintenance of that entity and financial contributions to the actuarial reserve of the private pension plans of employees of the subsidiary classified as PCA (Supplementary Private Pension Plan) and PACV (Private Pension Plan with Variable Contribution). For further details, see Note 26.

 

  b) CEMSA — Comercializadora del Mercosur S.A. and Endesa Costanera S.A.

The accounts payable with CEMSA and Costanera in the amounts of R$124,864 as at December 31, 2015 (R$118,506 for 2014) are due to the purchase of electricity for resale in the Brazilian market held in previous years. The balances are financially updated on a monthly basis, incurring also the currency fluctuations, as the contract was settled on US dollars.

 

  c) Enel Energy Europe

The Company has a contract with Enel Energy Europe referring to software licensing, implementation and maintenance services.

This agreement totaled R$4,219 as services cost for the year ended December 31, 2015 (R$3,718 and R$3,208 for 2014 and 2013, respectively), and the corresponding liability of R$4,219 at December 31, 2015 (R$2,894 for 2014).

 

  d) Enel S.p.A.

The Group has a contract with Enel S.p.A. relating to technology services, structure and availability of human resources.

Management Compensation

The Group’s compensation paid to the key management personnel for the year ended December 31, 2015 totaled R$14,330 (R$12,468 for 2014), which refers to short-term benefits. Management compensation paid by the Group for the year ended December 31, 2015 aggregated R$50,522 (R$38,217 in 2014).

 

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Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

23. Provision for tax, civil and labor risks

Management believes that all provisions set up are sufficient to cover any losses from the proceedings pending trial. Based on the opinion of legal counsel, a provision was set up for all legal proceedings of which the chances of loss were estimated as probable for the Group.

 

  a) Provisions for probable contingent liabilities

Below is a statement showing the changes in provisions for contingencies at December 31, 2015, compared to prior periods:

 

Description

   12/31/2014      Additions      Disposals /
reversals
     Monetary
restatement
     Payment      12/31/2015  

Labor (i)

     190,935         34,445         (26,351)         40,585         (17,697)         221,917   

Civil (ii)

     313,126         122,190         (68,071)         100,534         (85,881)         381,898   

Tax (iii)

     31,948         —           —           2,680         (610)         34,018   

Regulatory (iv)

     127,887         7,326         (2,243)         2,529         (38,573)         96,926   

Environmental (v)

     3,000         —           —           —           —           3,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     666,896         163,961         (96,665)         146,328         (142,761)         737,759   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Description

   12/31/2013      Additions      Disposals /
reversals
     Monetary
restatement
     Payment      12/31/2014  

Labor (i)

     186,506         49,068         (44,161)         16,590         (17,068)         190,935   

Civil (ii)

     292,883         122,203         (63,712)         42,907         (81,155)         313,126   

Tax (iii)

     68,341         1,566         (1,407)         (17,882)         (18,670)         31,948   

Regulatory (iv)

     87,877         —           —           59,627         (19,617)         127,887   

Environmental (v)

     3,000         —           —           —           —           3,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     638,607         172,837         (109,280)         101,242         (136,510)         666,896   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (i) Labor risks

They refer to various labor suits claiming, among others, indemnification for damages, reinstatement to work, overtime pay, risk exposure additional, severance pay and salary pay differences. In addition, there are suits relating to employees of subcontractors who claim employment relationship with the subsidiaries and equalization with rights of employees of such subsidiaries.

 

  (ii) Civil risks

These encompass civil lawsuits, including consumer-related matters, in which the subsidiaries are defendants, and a significant portion of the provision is linked to proceedings claiming indemnification for accidents with electricity, compensation for tariff adjustment allegedly illegal and less complex proceedings pending trial by small claims courts.

The remaining provision balance is divided into lawsuits claiming indemnification for damages due to voltage fluctuation in electricity supply, disruption of supply, improper collection of amounts and others in connection with consumer-related matters.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

23. Provision for tax, civil and labor risks (Continued)

 

  a) Provisions for probable contingent liabilities (Continued)

 

  (iii) Tax risks

Ampla Energia:

Rio de Janeiro State filed a Tax Enforcement Claim to collect tax debts arising from alleged tax underpayment, from February 1999 to September 2000, amounting to R$12,326 at December 31, 2015 (R$11,694 in 2014).

Tax notices issued by the Rio de Janeiro State for collection of State value-added tax (ICMS), for the period from December 1996 to November 1998, and November 1998 to March 1999, arguing that assets acquired for fixed assets purposes were not related to the subsidiary’s business activity. Such case is accrued for in the total amount of R$4,991 (R$4,771 in 2014).

 

  (iv) Regulatory Risk

Ampla Energia

Punitive regulatory proceedings are regulated by ANEEL Administrative Ruling No, 063/2004. The penalties provided for in the regulation range from warning to revocation of the concession or permission.

Initially, the subsidiary is served a notice by the regulator about any nonconformity identified. The subsidiary will have 15 days to respond to such notice. Subsequently, if any irregularities are confirmed, a violation notice is issued with penalties to nonconformities. The subsidiary will have 10 days to file an appeal.

These penalties are applicable to all agents of the electric energy industry and calculated based on billing.

 

  (v) Environmental Contingencies

CDSA

The provision made in the amount of R$3,000 refers to the environmental lawsuit filed in 2001 by the Goiás State Office of the Public Prosecutor against CDSA, pending trial in the judicial district of Cachoeira Dourada, for alleged damages caused by the installation of the dam where the hydroelectric Power plant of Cachoeira Dourada was built.

Lower trial court’s judgment was rendered in favor of CDSA, which was reversed by the Appellate Court, determining conduction of an expert inspection to determine any possible damages. CDSA filed a special appeal against the judgment.

Legal advisors, conservatively, recommended recognizing a provision, in view of the case nature and taking into account professional experience in similar cases involving environmental damage with resolution negotiated with the Office of the Public Prosecutor.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

23. Provision for tax, civil and labor risks (Continued)

 

  b) Contingencies involving possible loss

There are proceedings against the Enel Group of tax, civil and labor nature, for which a provision has not been recognized, since they involve risk of loss classified by management and its legal counsel as possible, which total approximately R$4,606,082 at December 31, 2015 (R$4,310,892 in 2014).

 

  (i) Labor risks

The main labor cases are related to overtime payment, job reinstatement, secondary and joint liability, salary differences, severance pay, indemnification for pain and suffering and material damage, accidents at work, etc.

 

  (ii) Civil risks

The legal position of subsidiaries includes civil lawsuits mostly claiming from defendant indemnification for pain and suffering and material damages.

CIEN

Tractebel Energia S.A. (“Tractebel”)

Tractebel filed an ordinary action claiming alleged noncompliance, by CIEN, with the “Sale Agreement of 300MW of Firm Power and Associated Energy from Argentina” executed on October 20, 1999, by and between CIEN and Centrais Geradoras do Sul do Brasil S.A. (Gerasul), and Tractebel as its successor, According to this action, Tractebel requests that CIEN be condemned to pay the termination fine in the estimated amount of R$117 million, in addition to penalties alleged applicable for non-availability of “firm power and associated energy”, of which the amounts would be calculated at the stage of liquidation of the award and cannot be currently estimated, Also according to this action, Tractebel ignored the widely acknowledged current crisis in Argentina, which started in 2005, and its effects on said agreement and the ongoing statements made by the applicable Brazilian authorities who released CIEN, and its clients, including Tractebel itself, from any regulatory penalties, since they have recognized that the crisis in Argentina was a factor alien to CIEN’s will and beyond its control, CIEN has challenged the action and alleged “force majeure” event preventing the performance of contractual obligations, The claim is currently suspended until the outcome of another legal claim involving the parties, whose matter impairs the development of the former.

Furnas — Centrais Elétricas S.A. (“Furnas”)

Furnas filed an ordinary action claiming alleged noncompliance by CIEN with the “Agreement for Firm Power with Associated Energy”, executed on May 5, 1998, to acquire 700 MW from Argentina, According to the action, Furnas requests that CIEN be condemned to pay the termination fine in the estimated amount of R$520 million and refunds and penalties of which the amounts would be calculated in the stage of liquidation of the award and these cannot be currently determined, Also, according to the action, Furnas ignored the widely acknowledged current crisis in Argentina, which started in 2005, and its effects on said agreement and the ongoing statements made by the applicable Brazilian authorities who released CIEN, and its clients, including Furnas itself, from any regulatory penalties, since they have recognized that the crisis in Argentina was a factor alien to CIEN’s will and

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

23. Provision for tax, civil and labor risks (Continued)

 

  b) Contingencies involving possible loss (Continued)

CIEN (Continued)

 

beyond its control, CIEN has challenged the action and alleged “force majeure” event preventing the performance of contractual obligations, The claim was ruled not to have grounds in relation to all claims filed by Furnas, Within the deadline to file an appeal, a petition was presented by Furnas, currently pending decision, CIEN has not yet had access to the contents of such petition.

 

  (iii) Tax risks

Enel Brasil

Notices of delinquency — Brazilian IR

In 2014, the Brazilian IRS served a notice of delinquency requiring the collection of income tax on dividends supposedly distributed in excess in 2009 and 2010. The Company filed a protest letter and waits for the decision to be handed down at the Brazilian IRS appellate division level. The relevant amount, updated at December 31, 2015, is R$233,300 (R$212,334 in 2014).

Notices of delinquency — PIS/Cofins

In 2006, the Brazilian IRS filed two tax assessments for the collection of PIS and Cofins on interest on equity and other financial income, earned from 2001 to 2005. In the first administrative level, infraction notices were judged partially founded, rejected in relation to financial income.

In the face of facts and administrative law, the company in August 2014 paid the portion considered as probable loss (amounts related to PIS and Cofins on interest on equity) equal to the amount required under the REFIS in accordance with Law No. 12,996 / 14.

The remaining portion of the notices of delinquency whose likelihood of loss was rated as possible, amounts to R$21,756 for Cofins (R$19,425 in 2014) and R$3,080 for PIS (R$2,750 in 2014) on financial income earned during the effectiveness of Law nº 9,718/98 and after the effectiveness of Decree nº 5,164/2004.

COELCE

Following are significant claims to which legal advisors estimate the likelihood of loss as possible and which do not require any provision to be established.

 

    At the state level, the subsidiary has been holding discussions on various ICMS matters, amounting to R$333,750 at December 31, 2015 (R$307,636 in 2014), as follows: special regime from Agreement No, 035/91; master records of tax exempt, immune and non — taxable consumers; credit on capital expenditures; transfer of credits; cancellation of invoices; reversal of credit — low income consumer; tax on certain operations; energy acquired for own consumption and difference between values recorded and values reported in the tax statements.

 

    At City level, the subsidiary is party to legal and administrative proceedings in the City of Fortaleza, referring to the Service tax (ISS), totaling R$35,685 at December 31, 2015 (R$50,792 in 2014). These refer to: ancillary services; personal property leases; amounts withheld at source, and services rendered in other cities, In the City of Iguatu, tax enforcement amounting to R$3,370 at December 31, 2015 (R$3,083 in 2014).

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

23. Provision for tax, civil and labor risks (Continued)

 

  b) Contingencies involving possible loss (Continued)

 

  (iii) Tax risks (Continued)

 

Ampla Energia

Tax withheld at source — Issue of Fixed Rate Notes (FRN)

In 2005 the Brazilian IRS issued a tax notice, as it understood that the subsidiary was no longer subject to the zero rate tax benefit of the Withholding income tax (IRRF) levied on interest and other income transferred to parties abroad, due to Fixed Rate Notes (FRN) issued by the subsidiary in 1998. A decision awarded to an appeal was favorable to the subsidiary. The subsidiary was served notice about the decisions handed down by the Administrative Board of Tax Appeals (CARF), whereby the Tax Notice was deemed founded. As a result, the subsidiary filed for a provisional remedy for guarantee anticipation in order to obtain a certificate attesting to the regular payment of existing tax debts. This is still under discussion by means of a legal proceeding. The amount involved in this proceeding, restated at December 31, 2015, is R$1,127,837 (R$1,068,018 in 2014).

COFINS

Delinquent tax collection procedures in connection with a notice of delinquency served by the Brazilian IRS in 2003 to collect COFINS debts from a supposed default from December 2001 to March 2002. The value involved in the claim, restated at December 31, 2015, reaches R$149,174 (R$142,141 in 2014).

ICMS — Due date

The Rio de Janeiro State Finance Office served in 2005 a notice of delinquency in connection with a voluntary payment, out of the legal due date set by Decree No, 31,632/02, of ICMS and ICMS surtax earmarked for the State Fund to Combat Poverty, without payment of legal interest and fines. In 2012 the subsidiary was noticed of the decision made by the Full Bench Board, which upheld the notice of delinquency and filed an appeal to the State Finance Officer. Notwithstanding the appeal filed, delinquent tax collection procedures were initiated, and the subsidiary has been discussing the matter through legal claims. The amount involved in these claims, restated at December 31, 2015, reaches R$284,798 (R$268,912 in 2014).

ICMS — Various subjects

At the state level, the subsidiary has been holding discussions on various ICMS matters, amounting to R$187,062 at December 31, 2015 (R$199,158 in 2014), as follows: due date; credit on capital expenditures; offsetting of credits; outgoing goods for repair; comparison between management reports and tax registers and prior months’ cancellations.

Local issues

At local level, the subsidiary has been challenging, with the Niterói, Rio Bonito and Rio das Ostras Cities, issues related to the Soil Use Charge, and, with the City of Niterói, issues related to the occupation charge, totaling R$35,485 at December 31, 2015. As regards the ISS, there is a tax notice issued by the City of Cabo Frio and tax enforcement filed by the City of Niterói, amounting to R$10,830 and R$1,887, respectively, at December 31, 2015 (R$10,296 and R$1,739 in 2014, respectively).

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

23. Provision for tax, civil and labor risks (Continued)

 

  b) Contingencies involving possible loss (Continued)

 

  (iii) Tax risks (Continued)

Ampla Energia (Continued)

 

In addition to these proceedings, as of December 31, 2015, the subsidiary is party to other proceedings involving lower amounts, in connection with IRPJ, PIS, COFINS, ICMS, IPTU and ISS, in the restated amount of R$10,144 (R$6,955 in 2014).

CDSA

CSLL — offsetting of tax loss balance

The Brazilian IRS served the subsidiary a tax notice for the offsetting of tax base losses computed in base years 1998 to 1999, The subsidiary filed a declaratory judgment action, claiming for full deposit of the debt amount, to discuss the matter in court. The appeal of this matter is pending judgment, The restated proceeding amount in December 2015 is R$17,931 (R$17,182 in 2014).

In addition to these proceedings, the subsidiary is party to other tax proceedings involving lower amounts, totaling R$764 at December 31, 2015 (R$747 in 2014).

CGTF

PIS and COFINS

The subsidiary was served a notice by the Brazilian IRS for differences between PIS and COFINS amounts reported and those recorded in November 2003 and from February to November 2004. The subsidiary is awaiting a decision on its appeal by CARF. The tax notice restated amount is R$75,491 in December 2015 (R$71,205 in 2014).

CIEN

PIS/COFINS

The National Finance Department filed two tax enforcement actions to collect PIS and COFINS debts, in the restated amount of R$7,697 at December 31, 2015 (R$5,108 in 2014). The subsidiary is awaiting judgment of the appeals filed.

IRPJ/CSLL

Brazilian IRS issued a tax notice on December 29, 2008, to collect IRPJ and CSLL debts arising from underpayment in 2003. The subsidiary partially paid the tax notice, and challenged the portion related to the collection of a single fine in December 2003. The challenged amount is R$10,130 (restated) at December 31, 2015 (R$7,209 in 2014).

 

  c) Contingent asset

Ampla Energia

In connection with the Motion to set aside the judgment filed by the Public Treasury, an unappealable decision by way of Writ of Mandamus whereby subsidiary Ampla COFINS contribution tax immunity until year 2001 had been recognized was confirmed in March 2010, Subsidiary Ampla currently seeks

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

23. Provision for tax, civil and labor risks (Continued)

 

  b) Contingencies involving possible loss (Continued)

 

  (iii) Tax risks (Continued)

Ampla Energia (Continued)

 

refund of amounts paid in a specific suit. The likelihood of loss is remote since the sole subject matter of this proceeding is claiming refund of amounts unduly paid (recognized as such by operation of the COFINS immunity confirmed), and there is nothing further to object to subsidiary Ampla Energia’s right to said refund, The updated amount of this process at December 31, 2015 is R$166,758 (R$161,686 in 2014)

Escrow deposits

The group has some deposits related to certain of the lawsuits, which are presented below

 

     12/31/2015      12/31/2014  

Labor

     197,135         169,315   

Civil

     68,312         54,511   

Tax

     28,934         37,894   
  

 

 

    

 

 

 

Total

     294,381         261,720   
  

 

 

    

 

 

 

 

24. Equity

 

  a) Capital

At December 31, 2015, fully subscribed and paid-in capital is represented by 178,692,925 voting common shares with no par value (178,692,925 in 2014)

At December 31, 2015 and December 31, 2014, the Company’s equity holding breaks down as follows:

 

    12/31/2015     12/31/2014     12/31/2013  
    Number of
common shares
    % equity
interest
    Number of
common shares
    % equity
interest
    Number of
common shares
    % equity
interest
 

Empresa Nacional de Electricidad S.A.

    60,299,607        33.75        60,299,607        33.75        60,299,607        33.75   

Cono Sur Participaciones S.A.

    —          —          —          —          —          —     

Enersis S.A.

    87,200,363        48.80        87,200,363        48.80        87,200,363        48.80   

Chilectra S.A.

    9,275,291        5.19        9,275,291        5.19        9,275,291        5.19   

Chilectra Inversud S.A.

    10,342,306        5.79        10,342,306        5.79        10,342,306        5.79   

Edegel S.A.

    6,957,053        3.89        6,957,053        3.89        6,957,053        3.89   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Grupo Enel

    174,074,620        97.42        174,074,620        97.42        174,074,620        97.42   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Treasury shares

    4,618,298        2.58        4,618,298        2.58        4,618,298        2.58   

Board of directors’ members

    7                  7                  7             
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other

    4,618,305        2.58        4,618,305        2.58        4,618,305        2.58   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    178,692,925        100.00        178,692,925        100.00        178,692,925        100.00   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

24. Equity (Continued)

 

  b) Legal reserve

The Company’s Articles of Incorporation sets forth that 5% of the annual net income will be used to set up legal reserve, which shall not exceed 20% of the Company’s capital.

From 2012 on, the Company no longer recognizes a legal reserve, in compliance with the provisions of Article 193, paragraph 1, of Law No, 6,404/76, since the sum-up of its capital reserve and legal reserve exceeded 30% of capital.

 

  c) Statutory reserve for working capital

As provided for by the Company’s Articles of Incorporation, the remaining income for the year, after dividend distribution, will be allocated to a statutory reserve for working capital, except for an adverse resolution at the General Shareholders’ Meeting, as proposed by the Board of Directors. The total of the statutory reserve for working capital amount should not exceed the amount of the subscribed capital.

As presented in the note below, at December 31, 2015, the Group destined the amount of R$341,059 (R$506.680 in 2014) to the constitution of a statutory reserve for working capital.

 

  d) Dividends

In accordance with the Company’s Articles of Incorporation, the mandatory minimum dividend is 25% on adjusted net income, as set forth by Article 202 of Law no 6,404/76.

 

     12/31/2015  

Net income for the year

     455,805   

(+) Depreciation of PP&E (deemed cost)

     24,866   

(+) Unclaimed dividends

     242   
  

 

 

 

Adjusted profit

     480,913   

(-) Mandatory minimum dividends (25%)

     120,228   
  

 

 

 
     360,685   

Remeasurement loss on subsidiaries’ pension plans

     (19,626
  

 

 

 

Income reserve - statutory reserve for working capital

     341,059   
  

 

 

 

By resolution of the Annual General Meeting held on April 30, 2015, the dividend balance of R$175,759, related to the net income for the year ended December 31, 2014 would be paid until December 31, 2015. At December 30, 2015 shareholders issued individual letter of consent authorizing the Company to postpone dividend payment until December 2017 in order to enhance its liquidity.

 

  e) Capital reserve

In 2005, shareholders increased the Company’s capital through investments in its current subsidiaries. This capital increase was divided into paid-up capital and capital reserve — Goodwill at the amount exceeding the value attributed to capital.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

24. Equity (Continued)

 

  f) Other comprehensive income

 

  f.1) Other comprehensive income — actuarial gains and losses

Pursuant to the standard IAS 19 — Employee Benefits (“IAS 19”), remeasurement gains and losses generated by adjustments and changes in actuarial assumptions of pension and retirement benefit plans and actuarial commitments referring to the health plan must be recognized under other comprehensive income, For the year ended December 31, 2015, the Company recognized the net balance of remeasurement losses, under other comprehensive income, in the amount of R$41,908 (R$42,073 in 2014).

 

  f.2) Other comprehensive income — cumulative translation adjustment

Pursuant to IAS 21, which determines that the effects of exchange variation on foreign investments be recognized under other comprehensive income, for the year ended December 31, 2015, the Company recognized the gain amount of R$42,302 (gain of R$2,089 in 2014, from the translation of financial statements of foreign subsidiaries, Compañia de Transmisión Del Mercosul S.A. — CTM and Transportadora de Energia S.A. — TESA).

 

  f.3) Other comprehensive income — gains and losses from cash flow hedge

Pursuant to IAS 39, which determines that the effective portion of gains or losses from derivative financial instruments classified as cash flow hedge be directly recognized in equity under other comprehensive income, for the year ended December 31, 2015 the Company recognized the net amount of R$7,441 (R$1,953 in 2014) in other comprehensive income.

 

  g) Excess of income reserves

In December 31, 2015, the accumulated balance of income reserves is greater than the amount of capital. The General Shareholders’ Meeting to be held in April 2016, will decide on the application of these excess reserves in order to meet the defined in article 199 of Corporate Law.

 

25. Commitments

The Group’s main long-term-contract-related commitments are as follows:

COELCE

The commitments related to the long-term contracts related to energy purchase will occur in the amount of R$2,315,471 in 2016, R$2,462,972 in 2017, R$2,661,669 in 2018 and R$62,541,029 after 2018.

The amounts related to power purchase agreements represents the total volume agreed at the current price at the end of the 2015 fiscal year that were approved by ANEEL.

Ampla Energia

The commitments related to the long-term contracts related to energy purchase will occur in the amount of R$2,318,300 in 2016, R$2,330,151 in 2017, R$2,533,185 in 2018 and R$48,980,760 after 2018.

The amounts related to power purchase agreements represents the total volume agreed at the current price at the end of the 2015 fiscal year that were approved by ANEEL.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

25. Commitments (Continued)

 

CDSA

The subsidiary CDSA maintains energy supply agreements signed with free customers and distributors through the CCEARs (agreements of purchase and sale of energy in the regulated environment).

 

     2016      2017      2018      2019      2020  

Gross revenue

     573,448         548,335         724,133         725,097         752,220   

 

26. Post-employment benefits

Ampla Energia

The subsidiary Ampla Energia sponsors a pension fund managed by Ampla Social Security Foundation (BRASILETROS), a non-profit closely-held entity of private law for supplementary private pension plan. This Foundation manages two benefit plans: one is a defined benefit plan (Supplementary Retirement Plan — PCA), the main purpose of which is supplementing the benefits to which it is entitled, such as social security insured parties and the subsidiary’s employees; and a defined contribution plan (Variable Contribution Retirement Plan — PACV), the main purpose of which is granting benefits from accumulated reserves on behalf of the participants.

The retirement and pension benefit plans are actuarially evaluated in order to measure the sponsor’s commitments with benefit plans offered to its employees and former employees, The balance recorded at December 31, 2015, in the amount of R$491,635 (R$455,033 for 2014), corresponds to the total liabilities of the sponsor in relation to the plan of benefits.

The plans managed by subsidiary have the following key characteristics:

 

  a) Supplementary Retirement Plan — PCA (Defined Benefit)

Sponsor

The BD plan is under the capitalization regime for retirement, pension and aid benefits. The contributions are determined based on actuarial studies prepared by independent actuaries, and in accordance with the applicable rules in Brazil.

Active participants

At December 31, 2015 there are only two active participants employed by the Company.

Assisted participants

This contribution is set on an annual basis, based on the funding plan, which currently corresponds to the same cumulative percentages effective to the active participants.

At December 31, 2001, the subsidiary Ampla Energia recorded actuarial deficit amounting to R$118,221, presented in the Supplementary Retirement Plan (PCA), in accordance with CVM Rule No, 371 of December 13, 2000. This deficit was supported by the contract executed on January 1, 2002 with BRASILETROS, setting forth that the deficit would be amortized within 20 years with a grace period of 2 and a half years at a 6% interest rate per annum, plus INPC variations.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

Ampla Energia (Continued)

 

  b) Variable Contribution Retirement Plan — PACV (Defined Contribution)

Sponsor

It contributes with 5.85% of the active participants’ payroll, of which 4.43% is destined to cover benefits and 1.42% to administrative expenses.

Active participants

PACV active participants shall make the contribution described in the Plan Rules, given that the average percentage calculated based on the PACV active population at the evaluation base date is equivalent to 5.08% of the PACV active participants’ payroll.

 

  c) Retiree’s health care plan (PAMA)

Ampla Energia is obliged to grant health care benefits only to former employees who were dismissed up to December 31, 1997 and who evidenced their absence through the public pension system. These benefits are optional and covered by Ampla Energia and the users on a pre-paid basis.

The plan is managed by Unimed Leste Fluminense by way of agreements with a periodic contribution adjustment clause in view of the group’s loss ratio. The cost is calculated per capita according to a table broken down into 10 age ranges, in accordance with the criteria allowed by ANS.

The plan may be divided into 3 different groups, which share the same policy:

 

    Assets — the plan is granted to employees and dependents. The cost collected from employees is determined by Ampla Energia according to the table broken down into three age ranges, collected by family group or family members. Since the contribution is made by employees, it generates life benefits after 10 years of contribution, pursuant to Law no 9,656.

 

    Retirees Law no 9,656 — the group that exercised the right to remain in the plan, provided that they make contributions at their own expenses, pursuant to Law No, 9,656. The cost is directly collected by Unimed, the plan’s manager, and contributions per capita are structured by age range.

 

    Retirees PDI — the group of retirees and dependents who enjoy the benefit to remain in the plan, and the costs are determined according to the same rules applied to that of employees, that is, contribution tables with three age ranges, collected by family group or family member in the plan.

 

  d) Benefit of payment of FGTS fine upon retirement

Subsidiary Ampla Energia has a Retirement Program ensuring the payment of at least 40% of the FGTS balance plus the employee’s 30-day resignation notice, observing the employment agreement, solely to those who are resigning for retirement.

Only employees who achieved at least 70% of the length of service at Ampla Energia will be entitled to this benefit.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

 

COELCE

Subsidiary COELCE sponsors a pension fund managed by COELCE Social Security Foundation (FAELCE), a non-profit closely-held entity of private law for supplementary private pension plan. This Foundation manages two benefit plans: one is a defined benefit plan (BD Plan), the main purpose of which is supplementing the benefits to which it is entitled, such as social security insured parties and COELCE employees; and a defined contribution plan (CD Plan), the main purpose of which is granting benefits from accumulated reserves on behalf of the participants.

The plans managed by subsidiary COELCE have the following key characteristics:

 

  a) Defined Contribution Plan (CD)

The subsidiary makes monthly contributions for CD Plan in the same amount as the participants’ contributions. The contribution amount varies according to the remunerations, given that its calculation is based on the rates of 2.5%, 4.0% and 9.0% applied on a “cascade” basis.

 

  b) Defined Benefit Plan (BD)

The BD plan is under the capitalization financial regime for retirement, pension and aid benefits.

Sponsor

The BD plan is under the capitalization regime for retirement, pension and aid benefits. The contributions are determined based on actuarial studies prepared by independent actuaries, and in accordance with the applicable rules in Brazil.

Active participants

At December 31, 2015 there is approximately 270 active participant employed by the Company

Assisted participants

This contribution is set on an annual basis, based on the funding plan, which currently corresponds to the same cumulative percentages effective to the active participants.

Plan benefits include:

 

    Supplement to disability retirement;

 

    Supplement to retirement for contribution time;

 

    Supplement to retirement by age;

 

    Supplement to special retirement;

 

    Supplement to reclusion support;

 

    Supplement to pension for death; and

 

    Supplement to annual bonus.

The mathematical calculation referring to supplementary retirement and pension benefits of BD plan adopts the projected unit credit method.

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

COELCE (Continued)

 

  c) Health Care Plan

The health care plan, managed by Unimed Fortaleza, is ruled by way of agreements with a periodic contribution adjustment clause in view of the group’s loss ratio. The costing is calculated per capita according to a table broken down into 10 age ranges, in accordance with the criteria allowed by ANS.

The plan may be divided into 3 different groups which share the same policy:

 

    Active employees — the plan is granted to employees and dependents. The cost collected by the plan’s manager is partially covered by COELCE, subject to the contribution proportion determined based on the related salary range. Since the contribution is made by employees, it generates life benefits after 10 years of contribution, pursuant to Law no 9,656.

 

    Retirees Law no 9,656 — the group that exercised the right to remain in the plan, provided that they make contributions at their own expenses, pursuant to Law No, 9,656. The cost is directly collected by Unimed, the plan’s manager, according to the plan rules.

 

    Special retirees — a closed group of retirees and dependents, partially borne by COELCE (60%), as a result of negotiations ratified by way of a collective agreement.

 

  d) Benefit of payment of FGTS fine upon retirement

Pursuant to the collective agreement in force, for retirement cases in any categories, in the event of termination of the employee agreement, the employee will be entitled to receive the fine equal to 40% of the FGTS balance for termination purposes, as set forth in the Act of Temporary Constitutional Provisions (ADCT).

Currently, BD and CD plans of subsidiary COELCE have a total actuarial surplus of R$123,077 at December 31, 2015 (R$147,258 in 2014). Actuarial surplus is not accounted for since, in accordance with the rules of the Brazil’s National Supplementary Pension Board (CNPC) — CGPC Resolution No, 26/2008, as amended by CNPC Resolution no 09/2012, any economic benefits for the sponsor may only be required if the contingency reserve is recognized at its maximum percentage, which is 25% of mathematical reserves, in order to ensure financial balance of the plan due to volatility of these obligations. Surplus may only be used by the sponsor as from such limit to cover future contributions or to be reimbursed thereto. For subsidiary COELCE, this was below 5% at December 31, 2015. For health care plans and FGTS for 2014, liabilities totaled R$87,436 (R$91,082 in 2014).

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

 

Reconciliation of opening and ending balances of present value of actuarial obligations

 

     Ampla Energia     COELCE     Consolidated  
     12/31/2015     12/31/2014     12/31/2015     12/31/2014     12/31/2015     12/31/2014  

Present value of actuarial obligations at the beginning of the year

     1,021,198        933,485        904,974        817,861        1,926,172        1,751,346   

Cost of current services

     1,837        1,231        3,038        (424     4,875        807   

Cost of interest

     121,575        109,714        108,390        97,120        229,965        206,834   

Participants’ contribution

     22        29        2,287        2,089        2,309        2,118   

Benefits paid

     (97,301     (88,353     (70,087     (60,038     (167,388     (148,391

Actuarial gain/(loss)

     (18,327     65,092        (54,902     48,366        (73,229     113,458   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total present value of actuarial obligation

     1,029,004        1,021,198        893,700        904,974        1,922,704        1,926,172   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Ampla Energia     COELCE     Consolidated  
     12/31/2013     12/31/2013     12/31/2013  

Present value of actuarial obligations at the beginning of the year

     1,169,274        964,017        2,133,291   

Cost of current services

     1,515        7,848        9,363   

Cost of interest

     110,392        91,449        201,841   

Participants’ contribution

     27                  27   

Benefits paid

     (80,561     (63,320     (143,881

Actuarial gain/(loss)

     (267,162     (182,132     (449,294
  

 

 

   

 

 

   

 

 

 

Total present value of actuarial obligation

     933,485        817,862        1,751,347   
  

 

 

   

 

 

   

 

 

 

Reconciliation of opening and ending balances of the fair value of plan assets

 

    Ampla Energia     COELCE     Consolidated  
    12/31/2015     12/31/2014     12/31/2015     12/31/2014     12/31/2015     12/31/2014  

Fair value of plan assets at the beginning of the year

    646,407        540,146        961,150        910,871        1,607,557        1,451,017   

Interest income on assets

    78,655        63,192        117,105        110,589        195,760        173,781   

Participants’ contribution

    22        29        2,287        2,089        2,309        2,118   

Sponsors’ contribution

    61,967        48,820        16,091        25,395        78,058        74,215   

Benefits paid in the year

    (97,301     (88,352     (70,087     (60,038     (167,388     (148,390

Actuarial return

    (33,093     82,572        (97,205     (27,756     (130,298     54,816   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of plan assets at the end of the year

    656,657        646,407        929,341        961,150        1,585,998        1,607,557   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2013      12/31/2013      12/31/2013  

Fair value of plan assets at the beginning of the year

     688,378         1,006,903         1,695,281   

Interest income on assets

     65,192         96,993         162,184   

Participants’ contribution

     28         4,956         4,983   

Sponsors’ contribution

     40,962         21,715         62,677   

Benefits paid in the year

     (80,561      (63,320      (143,881

Actuarial return

     (173,853      (156,376      (330,229
  

 

 

    

 

 

    

 

 

 

Fair value of plan assets at the end of the year

     540,146         910,871         1,451,016   
  

 

 

    

 

 

    

 

 

 

Reconciliation of present value of actuarial obligations and plan assets value, with assets and liabilities recorded in the balance sheet

 

    Ampla Energia     COELCE     Consolidated  
    12/31/2015     12/31/2014     12/31/2015     12/31/2014     12/31/2015     12/31/2014  

Present value of actuarial obligations

    (1,029,004     (1,021,198     (893,700     (904,974     (1,922,704     (1,926,172

Fair value of assets

    656,657        646,407        929,341        961,150        1,585,998        1,607,557   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Present value of obligations exceeding Fair value of assets

    (372,347     (374,791     35,641        56,176        (336,706     (318,615

Effect of limit for asset recognition

    —          —          (123,077     (147,258     (123,077     (147,258
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net actuarial assets/(liabilities) (*)

    (372,347     (374,791     (87,436     (91,082     (459,783     (465,873

Debt raised

    (119,288     (70,242     —          —          (119,288     (70,242
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net actuarial assets/(liabilities) calculated

    (491,635     (445,033     (87,436     (91,082     (579,071     (536,115
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current

    —          —          (2,040     (770     (2.040     (770

Non-current

    (491,635     (445,033     (85,396     90,312        (577.031     535,345   

 

(*) The amount for the Ampla Energia comprises the balance of the agreed debt

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2013      12/31/2013      12/31/2013  

Present value of actuarial obligations

     (933,485      (817,862      (1,751,347

Fair value of assets

     540,146         910,871         1,451,017   
  

 

 

    

 

 

    

 

 

 

Present value of obligations exceeding Fair value of assets

     (393,339      93,009         (300,330
  

 

 

    

 

 

    

 

 

 

Effect of limit for asset recognition

        (177,515      (177,515

Net actuarial assets/(liabilities) (*)

     (393,339      (84,506      (477,845

Debt raised

        (12,824      (12,824
  

 

 

    

 

 

    

 

 

 

Net actuarial assets/(liabilities) calculated

     (393,339      (97,330      (490,669
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

 

Expenses recorded in income statements

 

     Ampla Energia     COELCE     Consolidated  
     12/31/2015     12/31/2014     12/31/2015     12/31/2014     12/31/2015     12/31/2014  

Current service cost

     1,859        1,260        5,325        1,665        7,184        2,925   

Participants’ contribution

     (22     (29     (2,287     (2,089     (2,309     (2,118
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Service cost

     1,837        1,231        3,038        (424     4,875        807   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest on the net defined benefit liability/(asset)

     42,920        46,522        9,722        8,587        52,642        55,109   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses/ (revenues)

     44,757        47,753        12,760        8,163        57,517        55,916   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2013      12/31/2013      12/31/2013  

Current service cost

     1,542         7,848         9,390   

Participants’ contribution

     (27      (4,956      (4,983
  

 

 

    

 

 

    

 

 

 

Service cost

     1,515         2,892         4,407   
  

 

 

    

 

 

    

 

 

 

Net interest on the net defined benefit liability/(asset)

     48,817         11,965         60,782   
  

 

 

    

 

 

    

 

 

 

Total expenses/ (revenues)

     50,332         14,857         65,189   
  

 

 

    

 

 

    

 

 

 

Amount that each main category of plan assets represents in relation to the total fair value of plan assets

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2015      12/31/2014      12/31/2015      12/31/2014      12/31/2015      12/31/2014  

Debt securities

     416,343         400,662         757,386         779,064         1,173,729         1,179,726   

Equity securities

     131,822         134,592         64,446         70,244         196,268         204,836   

Real estate

     94,991         92,341         91,333         90,071         186,324         182,412   

Others

     13,500         18,811         16,176         21,771         29,676         40,582   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fair value of plan assets

     656,656         646,406         929,341         961,150         1,585,998         1,607,556   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2013      12/31/2013      12/31/2013  

Debt securities

     356,306         690,238         1,046,544   

Equity securities

     119,613         118,159         237,772   

Real estate

     47,025         63,586         110,611   

Others

     17,202         38,888         56,090   
  

 

 

    

 

 

    

 

 

 

Fair value of plan assets

     540,146         910,871         1,451,017   
  

 

 

    

 

 

    

 

 

 

 

G-75


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

 

Total amounts recorded in other comprehensive income

 

     Ampla Energia     COELCE     Consolidated  
     12/31/2015     12/31/2014     12/31/2015     12/31/2014     12/31/2015     12/31/2014  

Actuarial (gain) loss on obligation

     (18,327     65,092        (54,902     48,366        (73,229     113,458   

Actuarial (gain) loss on plan assets

     33,093        (82,572     97,205        27,756        130,298        (54,816

Change in recognized restrictions of assets

               —          (42,617     (52,313     (42,617     (52,313

Change in adjustment for debt recognition

     49,045        70,242                  (12,824     49,045        57,418   

Effect of adoption — IAS 19 (R1)

               —                    —                    —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss (income) in the year

     63,811        52,762        (314     10,985        63,497        63,747   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2013      12/31/2013      12/31/2013  

Actuarial gain/(loss) on obligations

     (267,162      (182,132      (449,294

Actuarial gain/(loss) on plan assets

     173,853         156,376         330,229   

Change in recognized restrictions of assets

     —           59,222         59,222   

Change in adjustment for debt recognition

     —           (5,323      (5,323

Effect of adoption — IAS 19 (R1)

     (3,617      (6,951      (10,568
  

 

 

    

 

 

    

 

 

 

Total other comprehensive loss (income) in the year

     (96,926      21,192         (75,734
  

 

 

    

 

 

    

 

 

 

Actual return on plan assets

 

     Ampla Energia      COELCE     Consolidated  
     12/31/2015     12/31/2014      12/31/2015     12/31/2014     12/31/2015     12/31/2014  

Interest income on plan assets

     78,655        63,192         117,105        110,589        195,760        173,781   

Actuarial gain (loss) on plan assets

     (33,093     82,572         (97,205     (27,756     (130,298     54,816   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Actual return on plan assets

     45,562        145,764         19,900        82,833        65,462        228,597   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2013      12/31/2013      12/31/2013  

Interest income on plan assets

     65,192         96,993         162,185   

Actuarial gain (loss) on plan assets

     (173,853      (156,376      (330,229
  

 

 

    

 

 

    

 

 

 

Actual return on plan assets

     (108,661      (59,383      (168,044
  

 

 

    

 

 

    

 

 

 

 

G-76


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

 

Reconciliation of opening and closing balances of defined benefit asset ceiling effect

 

     Ampla Energia      COELCE     Consolidated  
     12/31/2015      12/31/2014      12/31/2015     12/31/2014     12/31/2015      12/31/2014  

Unrecognized asset at the beginning of the year

     70,242         —           147,258        190,339        217,500         190,339   

Interest on unrecognized asset recognized in P&L

     —           —           18,436        22,056        18,436         22,056   

Other changes in unrecognized asset due to the asset ceiling

     49,046         70,242         (42,617     (65,137     6,429         5,105   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Unrecognized asset at end of year

     119,288         70,242         123,077        147,258        242,365         217,500   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

 

     Ampla Energia      COELCE      Consolidated  
     12/31/2013      12/31/2013      12/31/2013  

Unrecognized asset at the beginning of the year

     —           125,882         107,735   

Interest on unrecognized asset recognized in P&L

     —           10,558         10,558   

Other changes in unrecognized asset due to the asset ceiling

     —           53,899         59,222   
  

 

 

    

 

 

    

 

 

 

Unrecognized asset at end of year

     —           190,339         177,515   
  

 

 

    

 

 

    

 

 

 

The Group recognized expenses with the defined contributions plan in the amount of R$4,597 for the year ended December 31, 2015 (R$7,442 in 2014).

 

G-77


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

26. Post-employment benefits (Continued)

 

Main assumptions adopted

The main assumptions adopted by the independent actuary for calculation were as follows, considering nominal amounts:

 

    Ampla Energia     COELCE  

Main actuarial
assumptions

  PCA     PACV     PAMA     FGTS     BD     CD     Health Plan     FGTS  

Discount rate

    14,18     14,18     14,18     14,21     14,18     14,21     14,16     14,02

Expected assets return rate

    14.18     14.18     N/A        N/A        14.18     14.21     N/A        N/A   

Salary growth rate

    9.69     9.69     N/A        9.69     9.69     9.69     N/A        9.69

Expected inflation rate

    6.50     6.50     6.50     6.50     6.50     6.50     6.50     6.50

Adjustment of benefits granted

    6.50     6.50     N/A        N/A        6.50     6.50     N/A        N/A   

Overall mortality table

    AT-2000        AT-2000        AT-2000        AT-2000        AT-2000        AT-2000        AT-2000        AT-2000   

Entry disability table

    Light-Average        Light-Average        Light-Average        Light-Average        Light-Average        Light-Average        Light-Average        Light-Average   

Disability mortality table

   
 
AT-49 + 6
years
  
  
   
 
AT-49 + 6
years
  
  
   
 
AT-49 + 6
years
  
  
   
 
AT-49 + 6
years
  
  
   
 
AT-49 + 6
years
  
  
   
 
AT-49 + 6
years
  
  
   
 
AT-49 + 6
years
  
  
    N/A   

For actuarial assessment for 2015, a medical cost growth assumption (medical inflation) of 9.69% p.a. (3% p.a. in actual terms) was adopted.

For projected costs, a cost growth assumption was adopted due to aging factor of 3.00% p.a. (3.00% p.a. in 2014). An actual growth assumption was adopted for health care plan contributions of 1.50% p.a. in 2015 (1.50% p.a. in 2014). An assumption that all members will remain in the health care plan in retirement was adopted.

For balances accumulated in FGTS, a zero profitability assumption was adopted.

 

G-78


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

27. Income tax and social contribution

The reconciliation of provision for income and social contribution taxes, calculated at the statutory tax rate, with the amounts in the income statements, is as follows:

 

Description

   12/31/2015     12/31/2014     12/31/2013  

Income before income taxes

     973.864        1.155.351        1.666.211   

Nominal rate of taxes

     34     34     34
  

 

 

   

 

 

   

 

 

 
     (331.114     (392.819     (566.512

Effects of (additions) exclusions on taxes calculation

      

Permanents — no deductible expenses and fines

     (118.368     26.141        52.997   

Differences in foreign subsidiaries

     (6.960     (4.426     5.405   

Tax incentives

     74.679        84.904        100.091   

Others

     (4.923     3.491        (4.551
  

 

 

   

 

 

   

 

 

 

Income and social contribution taxes on profit and loss

     (386.686     (282.709     (412.570
  

 

 

   

 

 

   

 

 

 

Current income and social contribution taxes

     (359.136     374.193        445.426   

Deferred income and social contribution taxes

     (27.550     (91.484     (32.856
  

 

 

   

 

 

   

 

 

 

Total

     (386.686     282.709        412.570   

Below is presented the detail of deferred taxes:

 

    Balance sheets     Income statement and other
comprehensive income
 
    12/31/2015     12/31/2014     12/31/2015     12/31/2014  

Income tax and social contribution calculated on temporary differences

    383,298        334,800        48,498        (55,109
 

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for doubtful accounts

    183,015        162,941        20,074        (1,048

Provision for tax, civil, labor and regulatory risks

    251,658        229,985        21,673        26,284   

Provision for inventory obsolescence

    1,369        1,288        81        (1,900

Derecognition of regulatory asset

    —          —          —          (46,620

Provision for gains and losses — hedge

    —          —          —          (4,228

Unrealized exchange variation

    (60,153     (38,443     (21,710     (17,340

Deemed cost

    (60,662     (73,077     12,415        —     

Others

    68,071        52,106        15,965        (14,485

Deferred Income tax and social contribution calculated on CPCs adjustments- P&L

    (170,969     (96,674     (74,295     146,593   
 

 

 

   

 

 

   

 

 

   

 

 

 

Indemnifiable assets (concession)

    (224,311     (153,413     (70,898     102,564   

Derecognition of exchange variation over PP&E

    51,384        54,859        (3,475     (3,478

Derecognition of regulatory liability

    —          —          —          46,981   

Special (CME) and supplementary (CMC) monetary restatement

    (1,754     (1,832     78        526   

Deferred losses

    3,712        3,712        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal - impact on profit & loss

    212,329        238,126        (25,797     91,484   

Deferred Income tax and social contribution calculated on CPCs adjustments - Other comprehensive income

    212,475        187,054        25,421        22,680   
 

 

 

   

 

 

   

 

 

   

 

 

 

Pension plan

    214,153        192,564        21,589        21,674   

Swap

    (3,241     (5,510     2,269        1,006   

NDF

    1,563        —          1,563        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    424,804        425,180        (376     114,164   

Deferred taxes (Asset)

    485,466        498,257       

Deferred taxes (Liability)

    (60,662     (73,077    

 

G-79


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

28. Net revenue

Electricity supply breakdown by class of consumers is as follows:

 

    12/31/2015     12/31/2014     12/31/2013  

Billed supply

    10,943,440        8,260,953        7,411,584   

Unbilled supply

    141,274        33,186        (36,572
 

 

 

   

 

 

   

 

 

 

Consumers, concessionaires and authorized parties

    11,084,714        8,294,139        7,375,012   
 

 

 

   

 

 

   

 

 

 

Electricity supply

    724,722        988,803        695,619   

Low-income

    235,797        273,912        252,997   

Revenue from use of electricity grid - free consumers - resale

    100,909        76,343        82,040   

CDE Subventions - Tariff discount

    357,572        294,374        217,730   

Availability of the electricity network

    246,762        164,663        182,657   

RAP

    315,492        311,925        270,485   

Availability of the transmission network to related parties

    16,140        12,768        15,794   

Revenue from construction

    1,174,337        763,142        698,047   

Revenue from Portion A and other financial items

    1,443,325        722,198        —     

Other revenue

    245,566        235,523        208,597   
 

 

 

   

 

 

   

 

 

 

Gross operating revenue

    15,945,336        12,137,790        9,998,978   
 

 

 

   

 

 

   

 

 

 

(-) Revenue deductions

     

State VAT (ICMS)

    (2,931,942     (2,049,512     (1,827,592

Contribution Tax on Gross Revenue for Social Integration Program (PIS)

    (260,924     (84,413     (84,168

Contribution Tax on Gross Revenue for Social Security Financing (COFINS)

    (1,201,837     (388,909     (327,781

Service tax (ISS)

    (4,415     (3,713     (3,996

CCC/CDE Subventions

    (1,194,873     (50,554     (39,480

P&D and energy effectiveness

    (85,480     (84,314     (74,381

Other taxes and contributions on revenue

    (43,066     (55,524     (32,046
 

 

 

   

 

 

   

 

 

 

Total revenue deductions

    (5,722,537     (2,716,939     (2,389,444
 

 

 

   

 

 

   

 

 

 

Total

    10,222,799        9,420,851        7,609,534   
 

 

 

   

 

 

   

 

 

 

 

G-80


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

29. Operating costs and expenses

Operating expenses breakdown according to their nature is as follows:

 

     12/31/2015     12/31/2014     12/31/2013  
     Cost of
services
    Selling
expenses
    General and
administrative
expenses
    Others     Total     Total     Total  

Personnel (including private pension plan)

     (260,381     (4,707     (190,596     —          (455,684     (394,415     (379,538

Administrators

     (841     (619     (3,607     —          (5,067     (8,056     —     

Material

     (61,538     —          (1,766     —          (63,304     (34,633     (31,354

Raw material and inputs for electricity production

     (320,904     —          —          —          (320,904     (248,512     (233,648

Third-party services

     (568,588     (9,381     (139,723     —          (717,692     (595,158     (545,763

Electricity purchased for resale

     (4,719,542     —          —          —          (4,719,542     (4,357,390     (2,837,970

Transmission system charges

     (484,016     —          —          —          (484,016     (376,392     (321,758

System service charges

     (134,307     —          —          —          (134,307     582        (25,858

Asset retirement costs

     (34,552     —          —          —          (34,552     (41,008     (94,087

Depreciation and amortization

     (490,459     —          (25,108     —          (515,567     (544,974     (517,941

Allowance for doubtful accounts

     —          (157,618     (454     —          (158,072     (60,262     (98,419

Construction cost

     (1,174,337     —          —          —          (1,174,337     (763,142     (698,047

Provision for contingencies

     —          —          (67,296     —          (67,296     (63,557     (75,517

Amortization and reversal of goodwill on merger

     —          —          —          (23,269     (23,269     (22,622     (24,720

DIC/FIC indemnification

     (51,988     —          —          —          (51,988     (46,206     (33,875

Other operating costs/expenses

     (42,526     (46     (111,497     (5,567     (159,636     (115,017     (102,950
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     (8.343.979     (172,371     (540,047     (28,836     (9,085,233     (7,670,762     (6,021,445
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

G-81


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

30. Financial income (expenses)

 

Description

   12/31/2015     12/31/2014     12/31/2013  

Financial income

      

Income from short-term investments

     97,510        163,339        151,565   

Penalties and arrears surcharges

     139,577        96,207        89,915   

Financial income-indemnifiable assets

     212,922        —          205,165   

Credit updated for PIS and COFINS

     —          269        100,671   

Employer’s contribution to INSS

     —          12,681        —     

Judicial deposits restatement

     15,744        —          —     

Financial asset from portion A and other financial items

     108,134        —          —     

Other financial income

     57,949        63,754        64,277   
  

 

 

   

 

 

   

 

 

 

Total financial income

     631,836        336,250        611,593   
  

 

 

   

 

 

   

 

 

 

Financial expenses

      

Monetary restatement

     (9,868     (781     (16,043

Debt charges

     (152,746     (116,139     (79,656

Restatement of taxes and penalties

     (6,408     (6,032     (8,216

Monetary restatement on provisions for tax, civil and labor risks

     (146,328     (101,242     (65,065

Pension plan charges

     (52,642     (55,109     (50,214

Interest expenses on debentures

     (152,499     (117,542     (107,148

Monetary restatement of debentures

     (97,929     (57,801     (59,380

Energy Effectiveness Correction and P&D Program

     (1,022     (1,747     (1,609

IOF and IOC

     (16,610     (14,734     (6,076

Fines

     (34,982     (36,024     (42,859

Indemnification assets expense

     —          (306,060     —     

Other financial expenses

     (78,493     (99,127     (79,445
  

 

 

   

 

 

   

 

 

 

Total financial expenses

     (749,527     (912,338     (515,711
  

 

 

   

 

 

   

 

 

 

Exchange gains

     90,802        110,797        105,620   

Exchange losses

     (136,813     (129,447     (123,380
  

 

 

   

 

 

   

 

 

 

Exchange gains (losses), net

     (46,011     (18,650     (17,760
  

 

 

   

 

 

   

 

 

 

Financial income (expenses), net

     163,702        (594,738     78,122   
  

 

 

   

 

 

   

 

 

 

 

31. Profit sharing

The Company and its subsidiaries implemented a profit sharing program based on operating and financial goals previously defined, given that these goals come from the Group’s strategic planning up to each professional’s respective area, in addition to a behavioral assessment of each employee. In 2015, profit sharing amounted to R$3,918 (R$4,299 in 2014). The Group’s profit sharing amount summed up to the profit sharing amount of its subsidiaries totaled R$33,367 in 2015 (R$39,897 in 2014).

 

G-82


Table of Contents

Enel Brasil S.A.

Notes to the consolidated financial statements (Continued)

December 31, 2015 and 2014

(In thousands of reais, unless otherwise stated)

 

32. Insurance coverage

The Company’s subsidiaries main assets in service are covered by an operating risk policy of Enel Group, with amount in risk for material damages totaling R$8,063,159, for loss of profit of R$11,314,165 and a general indemnification limit, per loss, of R$192,195 for distribution companies, and R$2,964,377 for other companies. The Group also takes out civil liability insurance included in Enel Corporate insurance program amounting to R$768,700 per loss or annual aggregate. Both programs are valid for the period from November 1st, 2014 to October 31, 2015.

At December 31, 2015, Enel Brasil’s subsidiaries had the following insurance coverage:

Operational risk

 

Subsidiaries

   Effective date      Insured amount      Maximum
guarantee per loss
 

Ampla Energia

     11/01/2015 to 10/31/2016         1,505,861         192,195   

CDSA

     11/01/2015 to 10/31/2016         3,005,103         2,964,377   

CIEN

     11/01/2015 to 10/31/2016         1,542,452         2,964,377   

CGTF

     11/01/2015 to 10/31/2016         1,027,835         2,964,377   

COELCE

     11/01/2015 to 10/31/2016         968,230         192,195   

Enel Brasil

     11/01/2015 to 10/31/2016         5,186         2,964,377   

Prátil

     11/01/2015 to 10/31/2016         8,492         2,964,377   

Civil liability

 

Subsidiaries

   Effective date      Maximum
guarantee per loss
 

Ampla Energia

     11/01/2015 to 10/31/2016         768,780   

CDSA

     11/01/2015 to 10/31/2016         768,780   

CIEN

     11/01/2015 to 10/31/2016         768,780   

CGTF

     11/01/2015 to 10/31/2016         768,780   

COELCE

     11/01/2015 to 10/31/2016         768,780   

Enel Brasil

     11/01/2015 to 10/31/2016         768,780   

Prátil

     11/01/2015 to 10/31/2016         768,780   

 

G-83


Table of Contents

ANNEX B

DIRECTORS AND EXECUTIVE OFFICERS OF THE ENEL FILING PERSONS AND

ENDESA AMÉRICAS S.A.


Table of Contents

Directors and Executive Officers of the Enel Filing Persons and Endesa Américas S.A.

The following table sets forth the information regarding each director and executive officer of Enel S.p.A., Enel Iberoamérica, S.R.L., Enel Latinoamérica, S.A. and Enersis Américas S.A. (the “Enel Filing Persons”) and Endesa Américas S.A.

To the knowledge of the Enel Filing Persons and Endesa Américas S.A., none of the Enel Filing Persons or Endesa Américas S.A., or any of the persons listed in this Annex B has been, during the past five (5) years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The principal business addresses of the Enel Filing Persons and Endesa Américas S.A. are as follows:

 

  1. Enel S.p.A.: Viale Regina Margherita 137, 00198 Rome, Italy; Telephone: +39 06 8305 2081.

 

  2. Enel Iberoamérica, S.R.L.: c/o Endesa, S.A. Ribera del Loira 60, 28042 Madrid, Spain, Telephone: +34 912 13 10 00.

 

  3. Enel Latinoamérica, S.A.: c/o Endesa, S.A. Ribera del Loira 60, 28042 Madrid, Spain, Telephone: +34 912 13 10 00.

 

  4. Enersis Américas S.A.: Santa Rosa 76, Santiago, Chile, Telephone: +56 2 2353 4639.

 

  5. Endesa Américas S.A.: Santa Rosa 76, Santiago, Chile, Telephone: +56 2 2630 9000.

 

B-1


Table of Contents
I. Enel S.p.A.

 

  A. Directors

The present business address of each of the following Directors is c/o Enel S.p.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

Maria Patrizia Grieco (Italy)   

•       Director of Amplifon S.p.A. (hearing solutions) (April 2016 – Present)
Via Ripamonti, 133, 20141 (MI), Italy

 

•       Director of Ferrari S.p.A. (car manufacturer) (April 2016 – Present)
Via Abetone Inferiore No. 4, I-41053 Maranello (MI), Italy

 

•       Director of Italian Foundation MAXXI – National Museum of XXI Century Arts (museum) (February 2016 – Present)
Via Guido Reni, 4, 00196 (RM), Italy

 

•       Director of Bocconi University (November 2014 – Present)
Via Roberto Sarfatti, 25 – 20100 (MI), Italy

 

•       Member of Steering Committee of Assonime (labor union) (September 2014 – Present)
Piazza Venezia 11,00187 (RM), Italy

 

•       Chairman of Enel Cuore Onlus (June 2014 – Present)
c/o Enel S.p.A.

 

•       Chairman of Enel S.p.A. (May 2014 – Present)

 

•       Director of Anima Holding (fund manager) (March 2014 – Present)
Corso Giuseppe Garibaldi, 99 – 20121 (MI), Italy

 

•       Director of CNH Industrial (Formerly Fiat Industrial S.p.A.) (capital goods company) (April 2012 – April 2016)
25 St. James’s Street – London, United Kingdom

 

•       Director of Olivetti S.p.A. (mobile and telecom manufacturer) (June 2014 – October 2014)

 

•       Chairman of Olivetti S.p.A. (mobile and telecom manufacturer) (June 2011 – June 2014)

 

•       Chief Executive Officer of Olivetti S.p.A. (mobile and telecom manufacturer) (November 2008 – March 2013)
Via Jervis 77, 10015 Ivrea (TO), Italy

 

•       Chief Executive Officer of Centro Studi Enel Foundation (June 2014 – Present)
Via Arno 64, 00198 (RM), Italy

Francesco Starace
(Italy)
  

•       Chief Executive Officer of Enel S.p.A. (May 2014 – Present)

 

•       Chief Executive Officer of Enel Green Power S.p.A. (October 2008 – May 2014)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Co-Chair of the World Economic Forum’s Energy Utilities and Energy Technologies Community (non-profit) (January 2016 – Present)

 

•       Member of the Board of Directors of the United Nations Global Compact (intergovernmental organization) (May 2015 – Present)

 

•       Member of the Advisory Board of the United Nations Sustainable Energy 4 All Initiative (intergovernmental organization) (June 2014 – Present)

 

•       Vice Chairman of Endesa, S.A. (June 2014 – Present)

 

•       Director of Enel Iberoamérica, S.R.L. (June 2014 – Present)

 

•       Vice Chairman of Enersis Américas S.A. (April 2015 – April 2016)

 

B-2


Table of Contents

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

  

•       Vice Chairman of Enersis Chile S.A. (March 2016 – April 2016)
c/o Enersis Américas S.A.

 

•       Member of the Board of Directors of Fulbright Association (nonprofit) (November 2012 – Present)

 

•       Member of the Advisory Board of the Universita Politecnico di Milano (January 2014 – Present)
Piazza Leonardo da Vinci, 32 – 20133 (MI), Italy

 

•       Vice Chairman of the Fondazione Italia-Giappone (non-profit) (February 2011 – Present)
Via Sallustiana, 29, 00187 (RM), Italy

 

•       Member of the Advisory Board of the Human Foundation (non-profit) (November 2013 – Present)

 

•       Member of the Corporate Advisory Board of the Luiss Business School (March 2015 – Present)
Viale Pola, 12 (RM), Italy

 

•       Member of the Board of the Italian Institute of Technology Foundation (research institute) (February 2015 – Present)

 

•       Member of the International Business Council of the World Economic Forum (nonprofit) (February 2016 – Present)

 

•       Member of the Board of Directors of Confindustria (Italian employer’s federation) (May 2015 – Present)

 

•       Member of the Advisory Board of Confindustria (Italian employer’s federation) (May 2016 – Present)
Viale dell’Astronomia, 30, 00144 (RM), Italy

Alfredo Antoniozzi
(Italy)
  

•       Member of the European Parliament (Justice Commission, Legal Commission, Constitutional Affairs Commission) (government) (2004 – 2014)
Rue Wiertz/Wiertzstraat 60, B-1047 Brussel, Belgium

 

•       Counsellor for Heritage and Special Projects at the Municipality of Rome (local government) (2008 – 2012)
Piazza del Campidoglio 1, 00186 (RM), Italy

 

•       Director of Enel S.p.A. (May 2015 – Present)

Alessandro Banchi
(Italy)
  

•       Chairman of the supervisory board of Biotest A.G. (biotherapeutic drug company) (May 2012 – Present)
Landsteinerstraße 5, 63303 Dreieich, Germany

 

•       Member of the Board of Directors of Esteve S.A. (pharmaceutical company) (2016 – Present)
Av. de la Mare de Déu de Montserrat, 221 – 08041 Barcelona, Spain

 

•       Director of Enel S.p.A. (May 2012 – Present)

Alberto Bianchi
(Italy)
  

•       Partner at Bianchi and Associates Law Firm (August 2001 – Present)
Via Palestro 3 – 50123 (FI), Italy

 

•       Member of Steering Committee at Cassa di Risparmio Foundation (non-profit) (March 2016 – Present)
Via Bufalini 6 – 50122 (FI), Italy

 

•       Chairman of Edizioni di Storia e Letteratura (publisher) (1998 – Present)
Via delle Fornaci, 38 – 00165 (RM), Italy

 

B-3


Table of Contents

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

  

•       Chairman of Dada S.p.A. (digital services company) (2011 – 2013)
Viale della Giovine Italia 17 – 50122 (FI), Italy

 

•       Commissioner (as appointed by the Ministry of Economy and Finance) for the winding up of Fintecna Group companies (government) (July 2007 – Present)

 

•       Director of Fondazione Open (think tank) (November 2013 – Present)

 

•       Director of Enel S.p.A. (May 2014 – Present)

Paola Girdinio
(Italy)
  

•       Professor at the University of Genoa (2000 – Present)

 

•       Headmaster of the Faculty of Engineering at the University of Genoa (2008 – 2012)

 

•       Board member of the University of Genoa (2012 – 2016)
Via Balbi 5 – 16126 (GE), Italy

 

•       Board member of Banca Carige S.p.A. (bank) (2016 – Present)
Via di Cassa di Risparmio 15 – 16123 (GE), Italy

 

•       Chairman of the Cyber Security National Lab (research institution) (2015 – Present)
Via Salaria, 113 – 00198 (RM), Italy

 

•       Board member of Ansaldo Energia S.p.A. (power engineering company) (2014 – 2016)
Via Nicola Lorenzi, 8 – 16152 (GE), Italy

 

•       Board member of D’Appolonia S.p.A. (engineering firm) (2011 – Present)
Via San Nazaro, 19 – 16145 (GE), Italy

 

•       Board member of Ansaldo STS S.p.A. (transportation company) (2011 – 2014)
Via Paolo Mantovani, 3 – 5, 16151 (GE), Italy

 

•       Board member of Distretto Ligure delle Tecnologie Marine (think tank) (2010 – 2014)
Via delle Pianazze, 74 – 19136 (SP), Italy

 

•       President of the Scientific Committee for the Town of Genoa “Smart City” Project (local government) (2011 – Present)
Via della Posta, 8 – 20123 (MI), Italy

 

•       Member of the Genoa Regency Board of the Banca d’Italia (bank) (2011 – 2016)
Via Dante, 3 – 6121 (GE), Italy

 

•       Member of the Scientific Committee of Eurispes (science research network) (2013 – Present)
Via Cagliari, 14 – 00198 (RM), Italy

Alberto Pera
(Italy)
  

•       Chief of Counsel at Gianni, Origoni, Grippo, Cappelli & Partners Law Firm (January 2015 – Present)

 

•       Partner at Gianni, Origoni, Grippo, Cappelli & Partners Law Firm (2001 – 2014)
Via delle Quattro Fontane 20 – 00184 (RM), Italy

 

•       Director of Enel S.p.A. (May 2014 – Present)

Anna Chiara Svelto
(Italy)
  

•       Chief of Corporate Affairs and Compliance of the Pirelli Group (tire manufacturer) (October 2000 – May 2016)

 

•       Secretary of the Board of Directors of the Pirelli Group (tire manufacturer) (2003 – May 2016)
Viale Piero e Alberto Pirelli 25 – 20126 (MI), Italy

 

B-4


Table of Contents

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

  

•       Director of ASTM (international standards organization) (April 2016 – Present)

 

•       Member of the Remuneration Committee of ASTM (international standards organization) (April 2016 – Present)
Corso Regina Margherita, 165 – 10144 (TO), Italy

 

•       Director of the Control and Risk and Corporate Governance Committees of Prelios S.p.A. (asset management group) (April 2013 – February 2014)

 

•       Member of the Control and Risk and Corporate Governance Committees of Prelios S.p.A. (asset management group) (April 2013 – February 2014)
Viale Piero e Alberto Pirelli, 27 – 20126 (MI), Italy

 

•       Legal and Corporate Affairs Chief Officer of UBI Banca (bank) (June 2016 – Present)
Piazza Vittorio Veneto, 8 – 24122 (BG), Italy

 

•       Director of Enel S.p.A. (May 2014 – Present)

Angelo Taraborrelli
(Italy)
  

•       Director of Enel S.p.A. (May 2011 – Present)

 

•       Distinguished Associate of Energy Market Consultants (consulting firm) (2010 – Present)

 

B-5


Table of Contents
  B. Executive Officers

The present business address of each of the following Executive Officers is c/o Enel S.p.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

Francesca Di Carlo
(Italy)
  

•       Head of Human Resources and Organization of Enel S.p.A (July 2014 – Present)

 

•       Head of Audit of Enel S.p.A. (January 2008 – July 2014)

 

•       Chairman of the board of directors of Enel OpEn Fiber S.p.A. (December 2015 – present)
Via Giosué Carducci, 1 – 3 (MI), Italy

 

•       Board member of Enel Italia S.R.L. (April 2015 – Present)
Viale Regina Margherita, 125 (RM), Italy

 

•       Board member of Enersis S.A. (April 2015 – April 2016)
c/o Enersis Américas S.A.

 

•       Board member of Enersis Chile S.A. (March 2016 – April 2016)
c/o Enersis Américas S.A.

Alberto De Paoli
(Italy)
  

•       Chief Financial Officer of Enel S.p.A. (November 2014 – Present)

 

•       Chairman of the Board of Enel Green Power S.p.A. (December 2014 – Present)

 

•       Head of Group Strategy of Enel S.p.A. (2012 – 2014)

 

•       Chief Financial Officer of Enel Green Power S.p.A. (2008 – 2012)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board member of Enel Italia S.R.L. (April 2015 – Present)
Viale Regina Margherita, 125 (RM), Italy

 

•       Board member of Enersis S.A. (April 2013 – April 2016)
c/o Enersis Américas S.A.

 

•       Board member of Enersis Chile (March 2016 – April 2016)
c/o Enersis Américas S.A.

Ryan O’Keeffe
(South Africa)
  

•       Head of Communications for Enel S.p.A. (October 2014 – Present)

 

•       Associate in Finsbury (public relations company) (2006 – 2008)

 

•       Associate Partner in Finsbury (public relations company) (2008 – 2011)

 

•       Partner in Finsbury (public relations company) (2011 – 2014)
45, Moorfields – London EC2Y 9AE

 

•       Board Member of Enel Cuore Onlus (February 2015 – Present)
Viale Regina Margherita, 125 (RM), Italy

Ernesto Ciorra
(Italy)
  

•       Head of the Innovation and Sustainability Office of the Enel S.p.A. (September 2014 – Present)

 

•       Founder and CEO of Ars et Inventio (consulting firm) (December 2003 – September 2014)
Via Sicilia, 43 – 00187 (RM), Italy

 

•       Partner of Business Integration Partners S.p.A. (consulting firm) (January 2009 – September 2014)
Piazza San Babila, 5 (MI), Italy

 

B-6


Table of Contents

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

Giulio Fazio
(Italy)
  

•       Head of Legal and Corporate Affairs of Enel S.p.A. (January 2016 – Present)

 

•       Head of Legal and Corporate Affairs of Country Italy of Enel S.p.A. (2014 – Present)

 

•       Head of Legal and Corporate Affairs of Enel Green Power S.p.A. (2009 – 2014)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board member of Enersis Chile S.A. (April 2016 – Present)
c/o Enersis Américas S.A.

Simone Mori
(Italy)
  

•       Head of European Affairs of Enel S.p.A. (July 2014 – Present)

 

•       Chairman of Assoelettrica (labor union) (May 2016 – Present)
Via Benozzo Gozzoli, 24 – 00142 (RM), Italy

 

•       Head of Regulatory, Environment and Innovation of Enel S.p.A. (2011 – 2014)

 

•       Head of Carbon Strategy of Enel S.p.A. (2009-2014)

 

•       Senior Transatlantic Fellow of the German Marshall Fund (think tank) (2013 – Present)
1744 R St, NW – Washington, DC 20009

 

•       Professor of Economics of Energy Business of La Sapienza University (University) (2011 – Present)
Piazzale Aldo Moro, 5 – 00185 (RM), Italy

 

•       Professor of Economics of Energy Business of LUISS Guido Carli (University) (2012 – Present)
Viale Romania, 32 – 00197 (RM), Italy

 

•       Vice President of Assoelettrica (labor union) (2007 – 2014)
Via Benozzo Gozzoli, 24 – 142 (RM), Italy

 

•       Chairman of business association Assolombarda’s Energy Commodity Group (business association) (2008 – 2012)
Via Pantano 9 – 20122 (MI), Italy

 

•       President of the Industrial Union of Rome’s Energy Section (union) (2011 – 2015)
Piazza del Campidoglio 1 (RM), Italy

Silvia Fiori
(Italy)
  

•       Head of Audit of Enel S.p.A. (July 2014 – Present)

 

•       Head of Audit of Enel Green Power S.p.A. (2008 – June 2014)
Viale Regina Margherita, 125 – 00198 (RM), Italy

Francesco Buresti
(Italy)
  

•       Head of Global Procurement of Enel S.p.A. (February 2012 – Present)

 

•       General Director of Purchasing for Endesa, S.A. (June 2008 – March 2013)
c/o Enel Iberoamérica, S.R.L.

 

•       Board member of Endesa Chile S.A. (April 2012 – Present)
c/o Enersis Américas S.A.

 

•       Board member of Endesa Américas S.A. (March 2016 – Present)
c/o Enersis Américas S.A.

 

B-7


Table of Contents

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

Carlo Bozzoli
(Italy)
  

•       Head of Global Information and Communications Technology of Enel S.p.A. (July 2014 – Present)

 

•       Head of Network Commercial Services for the Infrastructure & Networks Division in Italy of Enel S.p.A. (2009 – 2014)

Claudio Machetti
(Italy)
  

•       Head of Global Trading and Upstream Gas Business Line of Enel S.p.A. (March 2016 – Present)

 

•       Head of Global Trading Business Line of Enel S.p.A. (July 2014 – March 2016)

 

•       Head of the Risk Management Department of Enel S.p.A. (July 2009 – June 2014)

 

•       Chairman of the Board of Enel Trade S.p.A. (August 2014 – Present)

 

•       General Manager for Global Trading activities of Enel Trade S.p.A. (August 2014 – Present)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board member of Fondazione Centro Studi Enel (April 2015 – Present)
Via Arno 64, 00198 (RM), Italy

 

•       Board member of Endesa, S.A. (2007 – 2012)
c/o Enel Iberoamérica, S.R.L.

 

•       Board member of Enel Produzione S.p.A. (2007 – 2012)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board member of Enel Distribuzione S.p.A. (2007 – 2012)
Via Ombrone, 2 – 00198 (RM), Italy

 

•       Board member of Enel Energia S.p.A. (2007 – 2012)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board member of Enel Re L.t.d. (2000 – 2012)
25-28 Adelaide Road – Dublin, 2 – Ireland

 

•       Supervisory Board member of Enel Insurance NV (2012 – 2014)
Herengracht 471, 1017 BS Amsterdam, The Netherlands

 

•       Board member of Enel New Hydro S.R.L. (2007 – 2009)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board member of Enel Investment Holding B.V. (2005 – 2012)
Herengracht 471, 1017 BS Amsterdam, The Netherlands

 

•       Board member of Terna S.p.A. (energy company) (2007 – 2011)
Viale Egidio Galbani, 70 – 00156 (RM), Italy

Carlo Tamburi
(Italy)
  

•       Head of Country Italy of Enel S.p.A. (July 2014 – Present)

 

•       Head of International Division of Enel S.p.A (January 2008 – June 2014)

 

•       Chairman with powers of Enel Italia S.R.L. (November 2014 – Present)
Viale Regina Margherita, 125 – 00198 (RM), Italy

•       Chairman with powers of Enel Energia S.p.A. (August 2014 – November 2014)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Chairman with powers of Enel Servizio Elettrico S.p.A. (August 2014 – November 2014)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

B-8


Table of Contents

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

  

•       Board Member of Enel Produzione S.p.A. (August 2014 – December 2014)
Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board Member of PJSC Enel Russia (June 2008 – February 2015)
10, Khokhryakova Street, Yekaterinburg, Sverdlovsk Oblast, Russian Federation, 620014

 

•       Vice Chairman of the Supervisory Board of Slovenske Elektrarne AS (electric company) (April 2006 – May 2015)
Mlynské nivy 47, 821 09 Bratislava – Slovenská Republika

 

•       Board Member of Enel Green Power S.p.A. (November 2008 – April 2013) Viale Regina Margherita, 125 – 00198 (RM), Italy

 

•       Board Member of Enel Investment Holding BV (June 2008 – May 2014) Herengracht 471, 1017 BS Amsterdam, The Netherlands

 

•       Board Member of Enel Energy Europe S.R.L. (now Enel Iberoamérica, S.R.L.) (March 2006 – June 2009)
c/o Enel Iberoamérica, S.R.L.

José Damián Bogas Gálvez
(Spain)
  

•       Chief Executive Officer of Endesa, S.A. (October 2014 – Present)

 

•       Chairman of Elcogas, S.A. (power plant company) (May 1997 – Present)
Carretera de Calzada de Calatrava, km 27 – 13500 Puertollano, Ciudad Real, Spain

 

•       Director of Endesa Generación Portugal, S.A. (December 2005 – January 2015)
Qta da Fonte, Edif. D. Manuel Piso 0, Ala B – 2780-730 Paço de Arcos, Portugal

 

•       Director of Enel Green Power España SL (December 2014 – Present)
c/o Enel Iberoamérica, S.R.L.

 

•       Director of Compañía Operadora del Mercado Español de la Electricidad, S.A. (electricity market manager) (November 1998 – Present)
Calle Alfonso XI, nº 6, 28014 Madrid – Spain

 

•       Director for Iberia of Enel S.p.A. (October 2014 – Present)

 

•       Chief Operating Officer for Spain and Portugal of Endesa, S.A. (October 2014 – Present)

Luca D’Agnese
(Italy)
  

•       Chief Executive Officer of Enersis Chile S.A. (March 2016 – Present)
c/o Enersis Américas S.A.

 

•       Country Manager Chile of Enel S.p.A. (March 2016 – Present)

 

•       Chief Executive Officer of Enersis Américas S.A. (January 2015 – Present)

 

•       Director of Enel Brazil (April 2015 – Present)
Praça Leoni Ramos, 1 – Boa Viagem, Niterói, Rio de Janeiro – Brasil

 

•       Director of Latin America Division of Enel S.p.A. (January 2015 – Present)

 

•       Chairman of the Board of Directors of Enel Latinamérica, S.R.L. (February 2015 – Present)

 

•       Board member of Enel Iberoamérica, S.R.L. (February 2015 – Present)

 

B-9


Table of Contents

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

  

•       Chairman of the Board of Directors and Chief Executive Officer of Slovenské Elektrárne (electric company) (2014 – 2015)
Mlynské nivy 47, 821 09 – Bratislava, Slovenská Republika

 

•       Country Manager Slovakia of Enel S.p.A. (2014 – 2015)

 

•       Director of the Eastern European Division of Enel S.p.A. (2014 – 2015)

 

•       Chairman of the Board of Directors and Chief Executive Officer of Enel Romania (2011 – 2014)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Chairman of the Board of Directors of Enel Distributie Muntenia (2011 – 2014)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Chairman of the Board of Directors of Enel Distributie Banat (2011 – 2014) Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Chairman of the Board of Directors of Enel Distributie Dobrogea (2011 – 2014)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Chairman of the Board of Directors of Enel Energie Muntenia (2011 – 2014)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Chairman of the Board of Directors of Enel Energie (2011 – 2014)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Country Manager Romania of Enel S.p.A. (2011 – 2014)

Francesco Venturini
(United States)
  

•       Chief Executive Officer of Enel Green Power S.p.A. (2014 – Present)

 

•       General Manager of Enel Green Power S.p.A. (2014 – Present)
Viale Regina Margherita, 125 (RM), Italy

 

•       President of Enel Green Power North America, Inc. (2011-2014)

 

•       Chief Executive Officer of Enel Green Power North America, Inc. (2011-2014)
One Tech Drive Suite 220 Andover, MA 01810 United States of America

Robert Deambrogio
(Italy)
  

•       Head of Europe and North Africa of Enel S.p.A (April 2016 – Present)

 

•       Head of Eastern Europe of Enel S.p.A. (2015 – April 2016)

 

•       Head of Italy and Europe Area of Enel S.p.A. (2010 – 2015)

 

•       Chairman of the Board of De Rock S.R.L. (energy) (September 2014 – April 2015)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

•       Chairman of the Board of Gv Energie Rigenerabili Ital-Ro S.R.L. (electric producer) (September 2014 – April 2015)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Chairman of the Board Elcomex Solar Energy S.R.L. (energy) (September 2014 – April 2015)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

•       Chairman of the Board of Enel Green Power Romania S.A. (December 2008 – April 2015)
Oras Otopeni, Calea Bucuresti nr. 11A, Et.3, cam. 302-303, Jud. Ilfov

 

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Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

  

•       Chairman of the Board of Enel Green Power Hellas (December 2010 – April 2015)
4, Gravias Str., 151 25 Maroussi, Athens – Greece

 

•       Chairman of the Board of Taranto Solar S.R.L. (plant management company) (July 2010 – April 2015)
Via Caduti Di Sabbiuno, 1 – Anzola Dell’emilia, 40011 (BO), Italy

 

•       Chairman of the Board of Enel Green Power Bulgaria (February 2011 – April 2015)
9, Fridtioff Nansen Boulevard – Sofia, 1142 Bulgaria

 

•       Chairman of the Board Enerlive S.R.L. (energy company) (March 2011 – April 2015)
c/o Enel S.p.A.

 

•       Chairman of the Board Maicor Wind S.R.L. (energy company) (March 2011 – April 2015)
c/o Enel S.p.A.

 

•       Chairman of the Board Enel Green Power España (March 2014 – April 2015)
c/o Enel Iberoamérica, S.R.L.

 

•       Board member of Enel Green Power R.S.A. (Pty) Ltd (May 2014 – May 2015)
Fifth Floor, Block B, 102 Rivonia Road, Sandton – South Africa

 

•       Board member of PJSC Enel Russia (June 2015 – Present)
10, Khokhryakova Street, Yekaterinburg, Sverdlovsk Oblast, Russian Federation, 620014

 

•       Supervisory Board member Slovenske Elektrarne AS (electric company) (May 2015 – Present)
Mlynské nivy 47, 821 09 Bratislava – Slovenská Republika

 

•       Chairman of the Board Energia Eolica S.R.L. (April 2013 – April 2015)
c/o Enel S.p.A.

 

•       Board member of Enel Green Power CAI Agroenergy S.R.L. (January 2011 – March 2015)
Viale Regina Margherita, 125 (RM), Italy

 

•       Sole Director of Enel Green Power Calabria S.R.L. (May 2010 – April 2015)
Viale Regina Margherita, 125 (RM), Italy

Enrico Viale
(Italy)
  

•       Head of Global Thermal Generation of Enel S.p.A. (April 2016 – Present)

 

•       Head of Global Generation of Enel S.p.A. (July 2014 – April 2016)

 

•       Country Manager of Enel Russia (2013 – 2014)

•       Chief Executive Officer of Enel Russia (2013 – 2014)

 

•       Chief Executive Officer of Enel OGK – 5 (new brand Enel Russia from 2013) (2010 – 2013)

 

•       Chief Operating Officer of Enel Russia (2008 – 2013)
10, Khokhryakova Street, Yekaterinburg, Sverdlovsk Oblast, Russian Federation, 620014

 

•       Board member of PJSC Enel Russia (2010 – 2013)
10, Khokhryakova Street, Yekaterinburg, Sverdlovsk Oblast, Russian Federation, 620014

 

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Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

  

•       Board member of Endesa, S.A. (October 2014 – Present)
c/o Enel Iberoamérica, S.R.L.

 

•       Chairman of the Board of Empresa Nacional de Electricidad S.A. (November 2014 – April 2016)
c/o Enersis Américas S.A.

 

•       Chairman of the Board of Endesa Américas S.A. (March 2016 – April 2016)

 

•       Board member of Enersis Américas S.A. (April 2016 – Present)

 

•       Board member of Arctic Russia B.V. (energy company) (October 2008 – November 2013)
Strawinskylaan 1725 1077 XX Amsterdam, The Netherlands

 

•       Board member of RES Holding B.V. (IT service company) (May 2012 – March 2015)
Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands

 

•       Board member of Enel Produzione SpA as Chairman of the Board (August 2014 – December 2014)
Viale Regina Margherita, 125 (RM), Italy

 

•       Board member of CESI – Centro Elettrotecnico Sperimentale Italiano Giacinto Motta S.p.A. (consulting firm) (November 2014 – Present)

Via Rubattino 54, 00134 (MI), Italy

Livio Gallo
(Italy)
  

•       Head of Global Infrastructure and Networks Business Line of Enel S.p.A. (July 2014 – Present)

 

•       Head of Infrastructure and Networks Division of Enel S.p.A. (2008 – June 2014)

 

•       Board Member of Directors of Enel Open Fiber, S.A. (2016 – Present)
Via Giosué Carducci, 1/3 (MI), Italy

 

•       Board Member of Enersis Américas, S.A. (April 2016 – Present)

 

•       Chairman of the Board of directors Chilectra Américas, S.A. (March 2016 – April 2016)
c/o Enersis Américas S.A.

 

•       Chairman of the Board of Directors of Chilectra, S.A. (2014 – 2016)
c/o Enersis Américas S.A.

 

•       Chairman of the Board of Directors of Enel Sole (2005 – 2015)
Viale di Tor di Quinto, 45/47 – 00191 (RM), Italy

•       Board Member of Endesa, S.A. (2014 – Present)
c/o Enel Iberoamérica, S.R.L.

 

•       Board Member of CESI S.p.A. (consulting firm) (2014 – Present)
Via Rubattino, 54 I-20134 (MI), Italy

 

•       Chairman of Enel Rete Gas (2006 – 2013)
Via Carlo Serassi, 17, Bergamo (BG), Italy

 

•       Deputy Chairman of the European Distribution System Operators for Smart Grids Association (distribution system operators’ association) (2010 – 2013)

 

•       Chairman and Founding Member of the European Distribution System Operators for Smart Grids Association (distribution system operators’ association) (2010 – 2013)
Rue de la Science 14B,1040 Brussels, Belgium

 

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Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

  

•       Chairman of the Board of Directors of Enel Distribuzione (new brand e-distribution from 01/07/16) (2005 – 2009 and 2015 – Present)

 

•       Chief Executive Officer of Enel Distribuzione (new brand e-distribution from 01/07/16) (2009 – 2014)

 

•       Member of the Board of Directors of Enel Distribuzione (new brand e-distribution from 01/07/16) (2009 – 2014)
Via Ombrone, 2 – 00198 (RM), Italy

 

•       Chief Executive Officer of Deval (automation) (2005 – 2011)
Rue Clavalité, 8 – 11100 Aoste (AO), France

 

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II. Enel Iberoamérica, S.R.L.

 

  A. Directors

The present business address of each of the following Directors is c/o Endesa, S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

Francesco Starace
(Italy)
  

•       See Annex B.I.A. above

Luca D’Agnese
(Italy)
  

•       See Annex B.I.B. above

Francisco de Borja Acha B.
(Spain)
  

•       Chairman of Enersis Américas S.A. (2015 – Present)

 

•       Secretary General and Secretary of the Board of Directors of Endesa, S.A. (August 2015 – Present)

 

•       Head of Legal and Corporate Affairs of Endesa, S.A. (1998 – Present)

 

•       Director of Enel Latinoamérica, S.A. (June 2008 – Present)

 

•       Vice Chairman of Enersis Chile S.A. (March 2016 – April 2016)
Santa Rosa 76 – Santiago, Chile

 

•       General Counsel of Enel S.p.A. 2012 – December 2015

Francisco de Borja Prado E.
(Spain)
  

•       Chairman of Endesa, S.A. (June 2007 – Present)

 

•       Chairman of the Endesa Foundation (March 2015 – Present)
c/o Enel Iberoamérica, S.R.L.

 

•       Chairman of Almagro Asesoramiento e Inversiones, S.A. (investment services company) (1987 – Present) Calle Almagro, 29 – 28010 Madrid – Spain

 

•       Chairman of Global Coverage of Mediobanca (investment bank) (2015 – Present)
Piazzetta Enrico Cuccia, 1 – 20121 (MI) – Italy

 

•       Member of Grupo Español de la Comisión Trilateral (NGO) (2012 – Present)

 

•       Vice Chairman of Enersis Américas S.A. (2013 – 2015)

 

•       Chairman of Mediobanca for Spain and Latin America (investment bank) (2007 – 2014)
Calle Jorge Manrique 12 28006 Madrid, Spain

 

•       Director of Mediaset Comunicación España, S.A. (television network) (July 2004 – Present)
Ctra. Fuencarral a Alcobendas, 4, 28049 Madrid, Spain

 

•       Director of Peninsula Capital (private equity firm) (2016 – Present)
One Detroit Center, 500 Woodward Avenue, Suite 2800, Detroit, Michigan 48226

José Damián Bogas Gálvez
(Spain)
  

•       Chief Executive Officer of Endesa, S.A. (2014 – Present)

 

•       General Director of Spain and Portugal of Endesa, S.A. (2004 – Present)

 

•       Director of Enel Green Power España, S.R.L. (July 2010 – Present)

 

•       Chairman of Elcogas, S.A. (power plant company) (May 1997 – Present)
Carretera Calzada de Calatrava, km 27. 13500 Puertollano (Ciudad Real), Spain

 

•       Director of Operador del Mercado Ibérico de Energía-Polo Español, S.A. (energy exchange market operator) (November 1998 – Present)
6, Alfonso XI Street – 1st floor, 28014 – Madrid, Spain

 

•       Head of Spain and Portugal of Endesa, S.A. (2004 – 2014)

 

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  B. Executive Officers

The present business address of each of the following Executive Officers is c/o Endesa, S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

Paolo Bondi
(Italy)
  

•       Vice president of Empresa Nacional de Electricidad S.A. (July 2009 – October 2014)

 

•       Board Member of Enel Latinoamérica, S.A. (March 2009 – Present)

 

•       Chief Financial Officer of Enel Iberoamérica, S.R.L. (February 2014 – Present)

 

•       Chief Financial Officer of Endesa, S.A. (March 2009 – Present)

Andrea Lo Faso
(Italy)
  

•       General Director of Human Resource and Organization of Enel Iberoamérica, S.R.L. (2014 – Present)

 

•       General Director of Human Resource and Organization of Endesa S.A. (2014 – Present)

 

•       General Director of Human Resource and Organization of Spain and Portugal of Enel Iberoamérica, S.R.L. (2012 – 2014)

 

•       General Director of Human Resource and Organization of Spain and Portugal of Endesa S.A. (2012 – 2014)

Rafael Fauquié
(Spain)
  

•       General Director of Corporate & Legal Affairs of LatAm of Enel, S.p.A. (2008 – Present)

 

•       Board Secretary in Enel Latinoamérica, S.A. (2008 – Present)

Manuel Marín Guzmán
(Spain)
  

•       General Director of ICT of Enel Iberoamérica, S.R.L. (2015 – Present)

 

•       General Director of ICT of Endesa S.A. (2015 – Present)

 

•       Infrastructure and Operations Responsible of Enel Iberoamérica, S.R.L. (2014 – 2015)

 

•       Infrastructure and Operations Responsible of Endesa S.A. (2014 – 2015)

 

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III. Enel Latinoamérica, S.A.

 

  A. Directors

The present business address of each of the following Directors is c/o Endesa, S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

Luca D’Agnese (Chairman)
(Italy)
  

•       See Annex B.I.B. above

Francisco de Borja Acha B.
(Spain)
  

•       See Annex B.II.A. above

Paolo Bondi
(Italy)
  

•       See Annex B.II.B. above

 

  B. Executive Officers

The present business address of the following Executive Officer is c/o Endesa, S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

Luca D’Agnese (Director)
(Italy)
  

•       See Annex B.I.B. above

 

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IV. Enersis Américas S.A.

 

  A. Directors

The present business address of each of the following Directors is c/o Enersis Américas S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

Francisco de Borja Acha B. (Spain)   

•       See Annex B.II.A. above

José Antonio Vargas L. (Colombia)   

•       Chairman of Codensa S.A. (electric company) (2006 – Present)
Carrera 13a, 93-66 – Bogotá, Colombia

 

•       Chairman of Emgesa S.A. E.S.P. (2006 – Present)
Carrera 11 82-76, piso 4 – Bogotá, Distrito Capital, Colombia

Domingo Cruzat A.

(Chile)

  

•       Professor at ESE Business School of the Universidad de Los Andes (university) (2001 – Present)
Av. Plaza 1905 – San Carlos de Apoquindo, Santiago, Chile

 

•       Director of Conpax S.A. (construction company) (2013 – Present)
Sta. Clara 300 – Santiago, Chile

 

•       Director of Copefrut S.A. (fruit producer) (2013 – Present)
Longitudinal Sur 185 – Curicó, Chile

 

•       Director of Tech Pack S.A. (packaging solutions company) (2015 – Present)
Av. Pdte Eduardo Frei Montalva 9160 – Quilicura, Santiago, Chile

 

•       Director of Empresa de Servicios Sanitarios de Los Lagos S.A. (drinking and wastewater services) (2015 – Present)
Covadonga 52 – Puerto Montt, X Región, Chile

 

•       Director of Corporación Esperanza (drug rehabilitation center) (1994 – Present)
Av. Departamental 323 — San Joaquín, Chile

Livio Gallo

(Italy)

  

•       See Annex B.I.B. above

Patricio Gómez S.
(Argentina)
  

•       Executive Director and Partner of Sur Capital Partners (investment firm) (May 2005 – Present)
Coronel Diaz 2857, 1425 Buenos Aires – Argentina

 

•       Board Member of BO Packaging (packaging development company) (January 2015 – Present)
Av. Américo Vespucio 1470 – Santiago, Chile

 

•       Board Member of El Tejar Ltd. (agricultural and livestock company) (October 2007 – Present)
Av. Campo Grande, 180 – Centro, Primavera do Leste – MT, 78850-000, Brazil

 

•       Director of Nortel Inversora S.A. (holding company) (March 2016 – Present)
Av. Alicia Moreau de Justo 50, Piso 11 – 1107, Buenos Aires – Argentina

Hernán Somerville S.
(Chile)
  

•       Managing Director and Partner of Fintec (metal finishing supplier) (1989 – Present)
Av. El Bosque Norte 0177 P-14, Las Condes Santiago, Chile

Enrico Viale
(Italy)
  

•       See Annex B.I.B. above

 

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  B. Executive Officers

The present business address of each of the following Executive Officers is c/o Enersis Américas S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment
During the Past Five Years and Addresses

Luca D’Agnese

(Italy)

  

•       See Annex B.I.B. above

Antonio Barreda T.

(Chile)

  

•       Procurement Officer of Enersis Américas S.A. (January 2015 – Present)

 

•       Deputy Director of Works and Services Latam of Enersis Américas S.A. (2008 – 2014)

Marco Fadda

(Italy)

  

•       Planning and Control Officer of Enersis Américas S.A. (April 2013 – Present)

Javier Galán A.

(Spain)

  

•       Chief Financial Officer of Enersis Américas S.A. (December 2014 – Present)

 

•       Chief Financial Officer of Italy Division of Enel S.p.A., (2013 – December 2014)

Francesco Giorgianni

(Spain)

  

•       Institutional Affairs Officer and Shareholder’s Management Officer of Enersis Américas S.A. (November 2014 – Present)

 

•       Director General of Institutional Affairs, worldwide, of Enel S.p.A. (July 2011 – Present)

José Miranda M.

(Chile)

  

•       Communications Officer of Enersis Américas S.A. (December 2014 – Present)

 

•       Executive Producer of Children’s Content at Televisión Nacional de Chile (TVN) (broadcaster television station) (2013 – 2014)

 

•       Executive Producer of Purchasing International and National Contents at Televisión Nacional de Chile (TVN) (broadcaster television station) 2013 – 2014)

 

•       Producer at Televisión Nacional de Chile (TVN) (broadcaster television station) (2011 – 2013)
Calle Bellavista 990 – Providencia, Santiago, Chile

Alain Rosolino

(Italy)

  

•       Internal Audit Officer of Enersis Américas S.A. (December 2012 – Present)

 

•       Auditor at Enel EGP IBAL (2011 – 2012)
c/o Enel S.p.A.

Domingo Valdés P.

(Chile)

  

•       General Counsel of Enersis Américas S.A. (May 1999 – Present)

 

•       Secretary of the Board of Directors of Enersis Américas S.A. (May 1999 – Present)

 

•       Professor of Economic and Antitrust Law at Universidad de Chile (university) (March 1994 – Present)
Pio Nono, 1 – Santiago, Chile

Paola Visintini V.

(Chile)

  

•       Human Resources Officer of Enersis Américas S.A. (December 2014 – Present)

 

•       Head of the Communications Agency of the Latin American Division of Enersis Américas S.A. (2013 – 2014)

 

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V. Endesa Américas S.A.

 

  A. Directors

The present business address of each of the following Directors is c/o Endesa Américas, S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

Rafael Fauquié

(Spain)

  

•       See Annex A.II.B. above

Vittorio Vagliasindi

(Italy)

  

•       Member of Supervisory Board Slovenske Elektrarne (electric utility company) (April 2015 – Present)

 

•       Head of Engineering and Construction of Enel’s Global Thermal Generation Division (November 2014 – Present)

 

•       Chairman of the Board of Directors of Enel Ingegneria e Ricerca S.p.A. (December 2014 – Present)

 

•       Director of Endesa Chile (November 2014 – February 2016)

 

•       Sole Manager of Sviluppo Nucleare Italia S.r.L. (nuclear energy company) (December 2014 – December 2015)

 

•       Head of Engineering and Construction of Enel Green Power Division (March 2010 – October 2014)

Francesco Buresti

(Italy)

  

•       See Annex A.I.B. above

Hernán Cheyre V.

(Chile)

  

•       Director of Business Incubator at Universidad del Desarrollo Ventures (university) (August 2014 – Present)

 

•       Director of Instituto de Innovación Social Universidad del Desarrollo (social entrepreneurship institute) (August 2014 – Present)

 

•       Director of Entrepreneurship, Universidad del Desarrollo Business School (university) (August 2014 – Present)

 

•       Director of Telefonica Chile S.A. (telecommunications company) (November 2014 – Present)

 

•       Director and Vice Chairman of Empresa Nacional del Petróleo (petroleum company) (March 2010 – March 2014)

 

•       Executive Vice Chairman of Production Development Corporation (CORFO) (government organization) (March 2010 – March 2014)

Mauro Di Carlo

(Italy)

  

•       Head of Planning and Control in Enel’s Generation Business Line (October 2015 – Present)

 

•       Head of Operational Performance Optimization of Enel’s Global Generation Business Line Division (November 2014 – September 2015)

 

•       Head of Operational Performance Optimization of Enel’s Generation and Energy Management Business Line Division (October 2013 – November 2014)

 

 

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Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

  

•       Head of Short Term Planning and Real Time Control in Energy Management of Enel’s Generation and Energy Management Business Line Division (2009 – 2013)

Luca Noviello

(Italy)

  

•       Head of Thermal Generation Operations & Maintenance of Enel S.p.A. (May 2016 – Present)

 

•       Head of Human Resources and Organization Global Generation of Enel S.p.A. (October 2014 – May 2016)

 

•       Head of Oil & Gas power plants Italy of Enel S.p.A. (May 2011 – October 2014)

Eduardo Novoa C.

(Chile)

  

•       Board Member of Tech Pack S.A. (packaging solutions company) (2015 – Present)

 

•       Board Member of Cementos Bio-Bio S.A. (construction materials company) (2013 – Present)

 

•       Board Member of Empresa de Servicios Sanitarios de los Lagos S.A. (drinking water and waste collection company) (2012 – Present)

 

•       Board Member of Empresas Ecomac & Affiliates (electricity generation company) (2008 –Present)

 

•       Vice-Chairman of the Board of Manos & Naturaleza (NGO) (2000 – Present)

 

•       Chairman of Chile Global Angels Board Member (angel investment company) (2014 – 2015)

 

•       Chairman of Chile Global Angels Investors Network (angel investment company) (2013 – 2014)

 

•       Member of the Advisory Board of Stars (2011 – Present)

 

•       Board Member of Grupo Drillco (mining and drilling services company) (2008 – 2014)

 

•       Board Member of Sociedad Química y Minera de Chile S.A. (mining company) (2008 – 2013)

Umberto Magrini

(Italy)

  

•       Head of Engineering and Construction of Enel Green Power (November 2014 – Present)

 

•       Head of Engineering Unit of Enel Green Power (May 2010 – November 2014)

María Loreto Silva R.

(Chile)

  

•       Board Member of Aguas Andinas (water utility) (April 2016 – Present)

 

•       Board Member of Aguas Cordillera (water utility) (April 2016 – Present)

 

•       Partner at Bofill Escobar Abogados (law firm) (2014 – Present)

 

•       Minister of the Chilean Ministry of Public Works (government)
(2012 – 2014)

 

•       Deputy Minister of the Chilean Ministry of Public Works (government) (2010 – 2012)

 

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  B. Executive Officers

The present business address of the following Executive Officer is c/o Endesa Américas, S.A.

 

Name and Citizenship

  

Present and Material Occupations, Positions, Offices or Employment

During the Past Five Years and Addresses

Valter Moro

(Italy)

  

•       CEO of Endesa Américas S.A. (March 2016 – Present)

 

•       CEO Gasoducto Atacama Argentina S.A. (natural gas provider) (August 2015 – Present)

 

•       CEO GasAtacama S.A. (natural gas provider) (August 2015 – Present)

 

•       CEO GasAtacama Chile S.A. (natural gas provider) (August 2015 – Present)

 

•       CEO GNL Norte S.A. (natural gas provider) (August 2015 – Present)

 

•       CEO Progas S.A. (natural gas provider) (August 2015 – Present)

 

•       CEO Compañía Eléctrica Tarapacá S.A. (thermoelectric generation company) (July 2015 – Present)

 

•       CEO Inversiones GasAtacama Holding Ltda. (natural gas provider) (February 2016 – Present)

 

•       Chairman of Huinay Foundation (nonprofit) (November 2015 – Present)

 

•       CEO of Endesa Chile (November 2014 – Present)

 

•       Generation Business Unit Director of Enel S.p.A. (July 2009 – October 2014)

Raúl Arteaga

(Chile)

  

•       CFO of Endesa Américas S.A. (May 2016 – Present)

 

•       Deputy Chief Financial Officer of Endesa Chile (August 2011 – April 2016)

 

•       Deputy Manager of the Corporate Treasury of the Enersis Group (November 2007 – July 2011)

Ignacio Quiñones S.

(Chile)

  

•       General Counsel of Endesa Américas S.A. (March 2016 – Present)

 

•       General Counsel of Endesa Chile (November 2013 – Present)

 

•       Director Empresa Electrica Pehueche S.A. (electricity generation company) (April 2016 – Present)

 

•       Director Centrales Hidroeléctricas de Aysén S.A. (hydroelectric company) (April 2015 – Present)

 

•       General Counsel for Anglo American Chile Limitada (mining company) (2005 – 2013)

 

•       Alternate Director Anglo American Norte S.A. (mining company)
(2008 – 2013)

 

•       Alternate Director Anglo American Sur S.A. (mining company)
(2008 – 2013)

 

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ANNEX C

FAIRNESS OPINION OF DEUTSCHE BANK SECURITIES INC., FINANCIAL

ADVISOR TO ENDESA AMÉRICAS


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August 5, 2016

Board of Directors

Endesa Américas S.A.

Santa Rosa 76

Santiago, Código Postal 8330099

Chile

Lady and Gentlemen:

Deutsche Bank Securities Inc. (“Deutsche Bank” or “we”) has acted as financial advisor to Endesa Américas S.A. (the “Company”) in connection with the proposed merger of the Company and Chilectra Américas S.A. (“Chilectra”) with and into Enersis Américas S.A. (“Parent”), with Parent continuing as the surviving company (the “Transaction”). As set forth more fully in the Documento de Términos y Condiciones de Fusion (the “Terms and Conditions for the Merger”) submitted for the approval of the Board of Directors of the Company on the date hereof, as a result of the Transaction, (i) each share of common stock, no par value per share (the “Company Common Stock”), of the Company will be allotted 2.8 (the “Exchange Ratio”) shares of common stock, no par value per share (the “Parent Common Stock”), of Parent and (ii) each outstanding American Depositary Share (the “Company ADS”) of the Company (evidenced by American depositary receipts) will be allotted 1.68 (the “ADS Exchange Ratio”) American Depository Shares of Parent (the “Parent ADSs”). Per the Terms and Conditions for the Merger, (i) each share of common stock, no par value per share (the “Chilectra Common Stock”), of Chilectra will be allotted 4.0 shares (the “Chilectra Merger Exchange Ratio”) of Parent Common Stock and (ii) holders of Company Common Stock, Parent Common Stock or Chilectra Common Stock who dissent from approval of the Transaction will have the right to exercise statutory merger dissenters’ withdrawal rights (derecho a retiro) and receive from the Company, Parent or Chilectra, respectively, a cash payment to be determined pursuant to the Terms and Conditions for the Merger (the “Withdrawal Rights”). The Company has advised us that no agreement has been entered into or will be entered into among Parent, the Company and Chilectra in connection with the Transaction, and that the Board of Directors of each of Parent, the Company and Chilectra will each propose to their respective shareholders the Terms and Conditions for the Merger, along with other documents required under Law No. 18,046 (the “Chilean Companies Act”), for approval at their respective extraordinary shareholders’ meetings as a statutory merger under Article 99 of the Chilean Companies Act. If the Terms and Conditions for the Merger are approved by the holders of at least two-thirds of the outstanding voting shares of each of Parent, the Company and Chilectra, and certain other conditions described therein are met, we have been advised by the Company and its legal counsel that, by operation of law, (i) all shares of Company Common Stock will convert into shares of Parent Common Stock in accordance with the Exchange Ratio and, subject to further actions to be taken by the Company, Parent and the depositaries of the Company ADSs and Parent ADSs, all Company ADSs will convert into Parent ADSs in accordance with the ADS Exchange Ratio, and (ii) all shares of Chilectra Common Stock will convert into shares of Parent Common Stock in accordance with the Chilectra Merger Exchange Ratio. We have also been advised by representatives of the Company that, as described in the Terms and Conditions for the Merger, Parent will launch a cash tender offer for all shares of Company Common Stock (including in the form of Company ADSs), other than shares owned directly or indirectly by Parent (the “Tender Offer”), prior to the consummation of the Transaction.

You have requested our opinion, as investment bankers, as to the fairness of the Exchange Ratio, from a financial point of view, to the holders of the outstanding shares of Company Common Stock, excluding Parent and its affiliates. We express no opinion as to the fairness, from a financial point of view, of the Chilectra Merger Exchange Ratio, the ADS Exchange Ratio, the Tender Offer consideration or any consideration received as the result of the exercise of the Withdrawal Rights.

In connection with our role as financial advisor to the Company, and in arriving at our opinion, we reviewed certain publicly available financial and other information concerning the Company, Parent and Chilectra, certain internal analyses, financial forecasts, long-term business plans and other information relating to the Company and Parent prepared by management of the Company and Parent. We have also held discussions with certain senior officers, the Board of Directors and other representatives and advisors of the Company regarding the

 

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Board of Directors

Endesa Américas S.A.

August 5, 2016

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businesses and prospects of the Company, Parent and Chilectra. In addition, we have (i) reviewed the reported prices and trading activity for the Company Common Stock and Parent Common Stock, (ii) compared certain financial and stock market information for the Company and Parent with, to the extent publicly available, similar information for certain other companies we considered relevant whose securities are publicly traded, (iii) reviewed, to the extent publicly available, the financial terms of certain recent business combinations which we deemed relevant, (iv) reviewed the final form of the Terms and Conditions for the Merger submitted for the approval of the Board of Directors of the Company on the date hereof, and (v) performed such other studies and analyses and considered such other factors as we deemed appropriate.

We have not assumed responsibility for independent verification of, and have not independently verified, any information, whether publicly available or furnished to us, concerning the Company or Parent, including, without limitation, any financial information considered in connection with the rendering of our opinion. Accordingly, for purposes of our opinion, we have, with your knowledge and permission, assumed and relied upon the accuracy and completeness of all such information. We have not conducted a physical inspection of any of the properties or assets, and have not prepared, obtained or reviewed any independent evaluation or appraisal of any of the assets, stocks or liabilities (including, but not limited to, any contingent, derivative or off-balance-sheet assets or liabilities), of the Company or Parent or any of their respective subsidiaries, including, but not limited to, Chilectra, nor have we evaluated the solvency or fair value of the Company, Parent or any of their respective affiliates under any law relating to bankruptcy, insolvency or similar matters. Any valuations, financial and other forecasts and/or estimates or projections and other assumptions relating to Codensa S.A. E.S.P., Empresa de Energía de Cundinamarca S.A. E.S.P., Empresa de Distribución Eléctrica de Lima Norte S.A.A., Inversiones Distrilima S.A., Generalima, S.A.C., Empresa Eléctrica de Piura S.A., and Central Dock Sud S.A. reflected in our analysis (the “Parent Forecasts”) have been provided to us by the management of Parent and by Parent’s advisors, as authorized by the Company and Parent’s respective boards of directors. At the direction of the Board of Directors of the Company, Deutsche Bank’s discussions with management of the Company regarding the Parent Forecasts have been limited only to certain modifications made by management of the Company to certain working capital assumptions contained therein. At the direction of the Board of Directors of the Company, Deutsche Bank has not discussed any other aspect of the Parent Forecasts with management of the Company, which limitation you have advised us is required under the Chilean Companies Act. In addition, Deutsche Bank has not carried out an independent review or investigation of the Parent Forecasts and has, at the direction of management of the Company, used the Parent Forecasts in its financial analysis in the form provided by the management of Parent to Deutsche Bank. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses (including, but not limited to, the Parent Forecasts), Deutsche Bank assumed, with your knowledge and permission, that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of the Company and Parent, as the case may be, as to the matters covered thereby. In rendering our opinion, we express no view as to the reasonableness of such forecasts and projections or the assumptions on which they are based. Our opinion is necessarily based upon economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. We expressly disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting our opinion of which we become aware after the date hereof.

For purposes of rendering our opinion, we have assumed with your knowledge and permission that, in all respects material to our analysis, the Transaction will be consummated in accordance with the terms set forth in the Terms and Conditions for the Merger, without any waiver, modification or amendment of any term or condition that would be material to our analysis, including, but not limited to, the completion of the merger of Chilectra with and into Parent pursuant to the Chilectra Merger Exchange Ratio. We also have assumed with your knowledge and permission that (i) all material governmental, regulatory or other approvals and consents

 

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Board of Directors

Endesa Américas S.A.

August 5, 2016

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required in connection with the consummation of the Transaction will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions will be imposed that would be material to our analysis and (ii) that the Tender Offer is not material to our analysis. In addition, with your knowledge and permission, our analyses have not taken into account any exercise of Withdrawal Rights by the holders of Company Common Stock, Parent Common Stock or Chilectra Common Stock. The Company has advised us that no agreement has been entered into or will be entered into among Parent, the Company and Chilectra in connection with the Transaction, and the Transaction will be effected by operation of law if approved by the holders of at least two-thirds of the outstanding voting shares of each of Parent, the Company and Chilectra and certain other conditions described in the Terms and Conditions for the Merger are met. We are not legal, regulatory, tax or accounting experts and have relied on the assessments made by the Company and its other advisors with respect to such issues. Representatives of the Company have informed us, and we have further assumed with your knowledge and permission, that the terms of the Terms and Conditions for the Merger approved by the Board of Directors of the Company will not differ materially from the terms set forth in the final form of the Terms and Conditions for the Merger that we have reviewed. Further, representatives of the Company have informed us, and we have further assumed with your knowledge and permission, that the value of a Company ADS is equivalent to the value of 30 shares of Company Common Stock and that the value of a Parent ADS is equivalent to the value of 50 shares of Parent Common Stock, and we have not, with your knowledge and permission, taken into account any impact on the value of a Company ADS or Parent ADS relating to the fact that such securities are traded on different markets, and in different currencies, than the respective underlying common stock.

This opinion has been approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and is addressed to, and is for the use and benefit of, the Board of Directors of the Company in connection with and for the purpose of its evaluation of the Transaction. This opinion is limited to the fairness of the Exchange Ratio, from a financial point of view, to the holders of Company Common Stock (other than Parent and its affiliates) as of the date hereof. This opinion does not address any other terms of the Transaction, including the Chilectra Merger Exchange Ratio, the ADS Exchange Ratio, the Tender Offer or the Withdrawal Rights, or other terms described in the Terms and Conditions for the Merger. You have not asked us to, and this opinion does not, address the fairness of the Transaction, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of the Company, nor does it address the fairness of the contemplated benefits of the Transaction. We express no opinion as to the merits of the underlying decision by the Company to engage in the Transaction or the relative merits of the Transaction as compared to any alternative transactions or business strategies. Nor do we express an opinion, and this opinion does not constitute a recommendation, as to how any holder of shares of Company Common Stock and/or Company ADSs should vote with respect to the Transaction. In addition, we do not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors, or employees of any parties to the Transaction, or any class of such persons, in connection with the Transaction, whether relative to the Exchange Ratio or otherwise. This opinion does not in any manner address what the value of the shares of Parent Common Stock or Parent ADSs will be when issued pursuant to the Transaction or the prices at which the shares of Parent Common Stock, the Parent ADSs or any other securities will trade following the announcement or consummation of the Transaction.

Deutsche Bank will be paid a fee for its services as financial advisor to the Company in connection with the Transaction, a portion of which becomes payable upon delivery of this opinion (or would have become payable if Deutsche Bank had advised the Board of Directors that it was unable to render this opinion) and a substantial portion of which is contingent upon consummation of the Transaction. The Company has also agreed to reimburse Deutsche Bank for its expenses, and to indemnify Deutsche Bank against certain liabilities, in

 

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Board of Directors

Endesa Américas S.A.

August 5, 2016

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connection with its engagement. We are an affiliate of Deutsche Bank AG (together with its affiliates, the “DB Group”). One or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) and other financial services to Parent or its affiliates for which they have received, and in the future may receive, compensation, including acting as (i) financial advisor to (a) Endesa S.A. in connection with the sale of Endesa Latinoamerica, S.A. and an equity stake in Enersis S.A. to Enel SpA in October 2014 and (b) Enel SpA in connection with the sale of an equity stake in Slovenske Elektrarne AS to Energetický a Průmyslový Holding in July 2016; (ii) as joint dealer manager and joint bookrunner in the exchange offer targeting six EUR senior unsecured notes issued by Enel Finance International, a subsidiary of Enel SpA, due between 2017 and 2021 for new 1.966% notes due 2025 issued by Enel Finance International, completed in January 2015 and (iii) joint bookrunner in the €1.0 billion and £0.5 billion offering of hybrid notes (coupons of 5.000% and 6.625%) issued by Enel SpA in January 2014. In addition, one or more members of the DB Group have, from time to time, provided investment banking services to the Company or its affiliates for which they have received compensation, including acting as financial advisor to Empresa Nacional de Electricidad S.A. (“Endesa”) in its spin-off, which resulted in the formation of the Company. The DB Group may also provide investment and commercial banking services to Parent in the future, for which we would expect the DB Group to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Parent, the Company and their respective affiliates (including, but not limited to, Chilectra) for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Based upon and subject to the foregoing assumptions, limitations, qualifications and conditions, it is Deutsche Bank’s opinion as investment bankers that, as of the date hereof, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock, excluding Parent and its affiliates.

Very truly yours,

/s/ DEUTSCHE BANK SECURITIES INC.

DEUTSCHE BANK SECURITIES INC.

 

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ANNEX D

REPORT OF COLIN BECKER, INDEPENDENT APPRAISER OF ENDESA AMÉRICAS

This Annex D is a free English translation and should not be construed as being identical in content to the original Spanish document, which will prevail in the event of any discrepancy with the English translation.

The pro forma and historical consolidated statement of financial position of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A., as of June 30, 2016 that are contained in, or referred to, in the report of Colin Becker, dated August 5, 2016, has not been examined or audited in accordance with either the standards of the American Institute of Certified Public Accountants (AICPA) or the standards of the U.S. Public Company Accounting Oversight Board (PCAOB). These pro forma and historical consolidated statements of financial position are considered unaudited for SEC purposes. The English language version of the report of Colin Becker, dated August 5, 2016, that was filed in Spanish with the SVS in Chile has been modified in certain respects to reflect this fact for purposes of presentation in this joint information statement/prospectus.


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ENDESA AMÉRICAS S.A.

Independent Appraiser report on the merger between Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A.

August 5th, 2016

 

M$ - Chilean pesos in thousands


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CONTENTS

   PAGE  
I    Scope of the report      D-1   
II    Background information      D-1   
III    Criteria considered in determining the book equity value of the merged company      D-2   
IV    Unaudited pro forma consolidated statement of financial position of the merger at June 30th, 2016      D-2   
V    Considerations regarding the share exchange ratio      D-3   
VI    Legal, tax, and accounting considerations      D-4   
VII    Conclusion      D-4   
VIII    Independent Appraiser declaration      D-5   

ANNEXES

 

I Unaudited pro forma consolidated statement of financial position resulting from the merger between Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A., as adjusted by the Independent Appraiser.

 

II Share exchange ratio, determined by the Independent Appraiser at June 30th, 2016.

 

III Unaudited consolidated financial statements of Enersis Américas S.A. as of June 30th, 2016.

 

IV Unaudited consolidated financial statements of Endesa Américas S.A. as of June 30th, 2016.

 

V Unaudited consolidated financial statements of Chilectra Américas S.A. as of June 30th, 2016.

 

VI Valuation report on Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A., prepared by PwC Chile.


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INDEPENDENT APPRAISER REPORT ON THE MERGER BY INCORPORATION BETWEEN ENERSIS AMÉRICAS S.A., ENDESA AMÉRICAS S.A. AND CHILECTRA AMÉRICAS S.A.

Santiago, August 5th, 2016

Directors and Shareholders

Endesa Américas S.A.

 

I Scope of the report

This independent Appraiser report is issued in connection with the proposed merger by incorporation of Endesa Américas S.A. and Chilectra Américas S.A. into Enersis Américas S.A., with the objective of:

 

  a) Obtaining an independent view on the reasonableness of the merged unaudited pro forma consolidated statement of financial position as of June 30th, 2016 that has been prepared by the Management of Enersis Américas S.A. and the adjustments made to reflect the capital increase based on the share exchange ratio determined by the Independent Appraiser, in compliance with Chile legislation.

 

  b) Determine the share exchange ratio of the shares of Enersis Américas S.A., Endesa Américas S. A. and Chilectra Américas S.A. and the number of new shares to be issued by Enersis Américas S. A., which should be delivered in exchange for each of the shares of Endesa Américas S.A. and Chilectra Américas S.A. once the merger is consummated.

 

II Background information

The following documents have been used as a basis for the determining the merged unaudited pro forma consolidated statement of financial position as of June 30th, 2016, the share exchange ratio and the number of shares to be issued by Enersis Américas S.A. for the shares of Endesa Américas S.A. and Chilectra Américas S.A.:

 

    The essential facts of the merger communicated to the Superintendencia de Valores y Seguros (SVS) on May 6th, 2016 by Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A.

 

    Minutes from the board meetings (N° 07/2016) of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. held on May 6th, 2016.

 

    Minutes from the Extraordinary Shareholders’ Meeting of Enersis Américas S.A. on December 18th, 2015.

 

    Minutes from the Extraordinary Shareholders’ Meeting of Endesa Américas S.A. on December 18th, 2015.

 

    Minutes from the Extraordinary Shareholders’ Meeting of Chilectra Américas S.A. on December 18th, 2015.

 

    Unaudited consolidated interim financial statements of Enersis Américas S.A. as of June 30th, 2016.

 

    Unaudited consolidated interim financial statements of Endesa Américas S.A. as of June 30th, 2016.

 

    Unaudited consolidated interim financial statements of Chilectra Américas S.A. as of June 30th, 2016.

 

    Spreadsheets with of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A., with consolidation adjustments and other adjustments made in order to generate the merged unaudited pro forma consolidated statement of financial position as at June 30th, 2016.

 

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    Consolidation spreadsheets of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. and their respective subsidiaries.

 

    Share exchange ratio proposed by the Board of the Companies dated on November 24th, 2015, in accordance to the provisions of the fourth paragraph of Article No. 156 of the Regulation of Share Corporations and the corresponding provisions of the General Rule No. 30 issued by the Superintendence of Share Corporations and Insurance Companies (“SVS”). The Board of Directors of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. proposed a share exchange ratio of 2.8 shares of Enersis Américas for each share of Endesa Américas and 5.0 Enersis Américas shares for each share of Chilectra Américas.

 

    Valuation report of Enersis Américas S.A, Endesa Américas S.A. and Chilectra Américas S.A., prepared by PwC Chile.

 

III Criteria considered in determining the book equity value of the merged company

The Extraordinary Shareholders’ Meetings of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. will decide whether or not to approve the merger by incorporation of Endesa Américas S.A. and Chilectra Américas S.A. into Enersis Américas S.A. Should the merger be approved, all the assets, liabilities, rights and obligations of Endesa Américas S.A. and Chilectra Américas S.A. will be incorporated into Enersis Américas S.A., which will then become the legal and reporting entity of Endesa Américas S.A. and Chilectra Américas S.A.

In view of the aforementioned and as required for the purposes of the merger, I have reviewed the unaudited pro forma consolidated statement of financial position of Enersis Américas S.A. that has been prepared by Management assuming that the merger will be approved (Annex I) and which incorporates the assets, liabilities, rights and obligations of Endesa Américas S.A. and Chilectra Américas S.A. at their book values as at June 30th, 2016. The aforementioned unaudited pro forma consolidated statement of financial position is attached in Annex I and is based on the version prepared by Management, but includes an adjustment resulting from the difference between the share exchange ratio proposed by the Board and the share exchange ratio determined by the Independent Appraiser. The adjustment to the share exchange ratio does not impact Enersis Americas S.A.’s total merged shareholders’ equity.

The above is based on the unaudited interim consolidated statements of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. as at June 30th, 2016.

The consolidated unaudited financial statements of Enersis Americas S.A. as at June 30th, 2016, include all the assets and liabilities of Endesa Américas S.A. and Chilectra Américas S.A. at that date. The non-controlling interests in Endesa Américas S.A. and Chilectra Américas S.A. that does not belong to Enersis Américas S.A. is disclosed within shareholders’ equity as Minority Shareholders’ Interest.

 

IV Unaudited pro forma consolidated statement of financial position of the merger at June 30th, 2016

In relation to the assets, liabilities and equity included in the unaudited pro forma consolidated statement of financial position of Enersis Américas S.A. (refer to Annex I), I am able to report that the value of these assets, liabilities and equity equate to the values included in the financial statements of the absorbed companies (Endesa Américas S.A. and Chilectra Américas S.A.) as at June 30th, 2016, and include the appropriate consolidation and merger adjustments (see Annex I).

The unaudited interim consolidated financial statements used in the preparation of the merged unaudited pro forma consolidated statement of financial position included in Annex I are the responsibility of the Companies’ management.

 

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The Independent Appraiser has carried the following procedures with regards to the merged unaudited pro forma consolidated statement of financial position:

 

a) Verify the amounts of the assets, liabilities and equity included in the merged unaudited pro forma consolidated statement of financial position from each company involved in the merger, to the unaudited interim consolidated financial statements as of June 30th, 2016.

 

b) Verify the sum of the asset and liability values in the absorbed companies’ unaudited financial statements as at June 30th, 2016, to the sum of assets and liabilities included in the unaudited pro forma consolidated statement of financial position.

 

c) Verify that the necessary intercompany transactions and investments in the absorbed companies are eliminated and duly explained by Company’s management in the notes of the unaudited interim pro forma consolidated statement of financial position.

 

d) Verify that the non-controlling interests in Endesa Américas S.A. and Chilectra Américas S.A., are included in the minority shareholders’ interest in Enersis Américas S.A.

 

e) Ensure that the adjustments to the unaudited consolidated financial statements of Enersis Américas S.A. (resulting from the merger) to arrive at merged unaudited pro forma consolidated statement of financial position, are properly explained by the Company’s management.

Based on the aforementioned, I am able to conclude that the unaudited financial information presented in Annexes III, IV and V, represent the entirety of the assets and liabilities of Endesa Américas S.A. and Chilectra Américas S.A. that are included in the merged unaudited pro forma consolidated statement of financial position of Enersis Américas S.A. (Annex I).

 

V Considerations regarding the share exchange ratio

The Board of Directors of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. held on November 24th, 2015 proposed a share exchange ratio of 2.8 shares of Enersis Américas for each share of Endesa Américas and 5.0 Enersis Américas shares for each share of Chilectra Américas.

To determine the share exchange ratio of the companies involved, I have used as a reference the results of the economic valuation of the equity of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. at June 30th, 2016, prepared by PwC Chile (see Annex VII), in addition to the information provided by the Management of each company that I considered relevant to the issuance of this report. The economic valuations of Chilectra Américas S.A. and Enersis Américas S.A. at June 30th, 2016 include the impact of a distribution of an extraordinary dividend to be paid by Chilectra Américas in 2016 for a total of CLP M 120,000, prior to the merger being legally consummated. The proposed dividend will be submitted by the Board of Directors for approval by the Chilectra Américas S.A.’s Extraordinary Shareholders’ Meeting that is scheduled to analyse the merger. The proposed dividend is not reflected in the unaudited financial statements of Chilectra Américas S.A. and Enersis Américas at June 30th, 2016.

In consideration of the aforementioned dividend, the Companies’ management informed us that the Board of Directors of Enersis Américas S.A. will propose a modified share exchange ratio to the Extraordinary Shareholders’ Meeting of 4.0 Enersis Américas shares for each share of Chilectra Américas.

Based on the review of this Independent Appraiser in view of the abovementioned merger by incorporation, the share exchange ratios determined by me based on the Economic Valuation report of Enersis Américas, Endesa Américas and Chilectra Américas prepared by PwC Chile (Annex VI), are as follows:

 

  2.5979 (two point five nine seven nine) shares of Enersis Américas S.A. for each share of Endesa Américas S.A.

 

  3.2431 (three point two four three one) shares of Enersis Américas S.A. for each share of Chilectra Américas S.A.

 

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Based on the share exchange ratio determined by this Independent Appraiser, the shares to be issued in exchange are as follows:

 

     Enersis Américas      Endesa
Américas
     Chilectra
Américas
 

Controlling shareholder (Enel)

     29,762,213,531         4,919,488,794         1,140,277,555   

Minority shareholders

     19,330,559,231         3,282,265,786         10,464,606   
  

 

 

    

 

 

    

 

 

 

Total number of shares

     49,092,772,762         8,201,754,580         1,150,742,161   

Share exchange ratio for Enersis shares

        2.5979         3.2431   
     

 

 

    

 

 

 

Number of new Enersis Américas shares to be issued

        8,527,100,484         33,937,653   
  

 

 

       

Total number of new Enersis Américas shares to be issued

     8,561,038,137         
  

 

 

       

The above will require an increase in the number of shares and share capital based on the market value of the new shares to be issued by Enersis Américas, since each share of Endesa Américas S.A. and Chilectra Américas S.A. will be replaced by shares of Enersis Américas S.A. based on the share exchange ratio proposed at the Extraordinary Shareholders’ Meeting.

This merger is subject to the terms of the resolutions adopted at the aforementioned Extraordinary Shareholders’ Meeting of the companies, particularly with regard to compliance of the suspensive condition that refers to the right of withdrawal that could be exercised by the shareholders of Enersis Américas SA, Endesa Américas SA and Chilectra Américas S.A. as a result of the merger, limiting those withdrawals to 10.0%, 10.0% and 0.91% respectively, as well as to the extent that the right to withdraw of Enersis Américas S.A. does not lead to any shareholder exceeding the maximum concentration of 65% shareholding of Enersis Américas S.A. post-merger.

 

VI Legal, tax, and accounting considerations

The merger by incorporation of Enersis Américas S.A. RUT No. 94271000-3, (surviving company), Endesa Américas S.A., RUT No. 76536351-9 and Chilectra Américas S.A., RUT No. 76532379-7 (absorbed companies), will materialize and be perfected once approved by the respective Extraordinary Shareholders’ Meetings to be held to analyze the merger and compliance of all formalities required by the relevant legal standards.

 

VII Conclusion

This Independent Appraiser declares that I have reviewed the reasonableness of the unaudited pro forma consolidated statement of financial position of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. as at June 30th, 2016, originally prepared by the Companies’ management, and declare that the unaudited pro forma consolidated statement of financial position is consistent with the notes and with the accounting standards applied by Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A., detailed in the unaudited interim consolidated financial statements as at June 30th, 2016 for the purpose of this merger.

In the opinion of the Independent Appraiser:

 

    A share exchange ratio of 2.5979 shares of Enersis Américas S.A. for each share of Endesa Américas S.A. as outlined in Annex II, is a reasonable basis for determining the amount of new shares to be issued by Enersis Américas S.A. to those minority shareholders who do not exercise the right of withdrawal.

 

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Santiago, August 5th, 2016

Endesa Américas S.A.

5

 

 

    An exchange ratio of 3.2431 shares of Enersis Américas S.A. for each share of Chilectra Américas S.A. as outlined in Annex II, is a reasonable basis for determining the amount of new shares to be issued by Enersis Américas S.A. to those minority shareholders who do not exercise the right of withdrawal.

In my capacity as an Independent Appraiser, I have calculated the exchange ratio of shares of Endesa Américas S.A. and Chilectra Américas S.A. for each share of Enersis Américas S.A., based on the economic valuation of the companies performed by PwC Chile (Annexes II and VI, respectively).

For the information and consideration of the respective Boards of Directors and Shareholders of the companies, the unaudited pro forma consolidated statement of financial position of the merger between Endesa Américas S.A. and Chilectra Américas S.A. into Enersis Américas S.A. as at June 30th, 2016 is included in Annex I (adjusted by the Independent Appraiser). Additionally, we have included the unaudited interim consolidated statement of financial position of these companies, which were obtained from the unaudited interim consolidated financial statements of these companies that are included in Annexes III, IV and V.

 

VIII Independent Appraiser declaration

The signing Independent Appraiser of this report declares that:

 

i) According to Article No. 168 of the Regulation of Share Corporations, the Independent Appraiser is responsible for all the findings contained within this report; and

 

ii) This report has been prepared in accordance with the provisions of Article No. 156 of the Regulation of Share Corporations; and

 

iii) This report has been made available to the management of Endesa Américas S.A. before being sent to the board of directors.

This report is for the exclusive use and knowledge of management, the board of directors and shareholders of Endesa Américas S.A. and has been prepared with the aforementioned single objective and, therefore, should not be used for any other purpose without the express knowledge of the Independent Appraiser.

 

LOGO

Colin S. Becker

Chilean Identification N° 14.583.193-8

 

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ANNEX E

OPINION OF SANTANDER CHILE S.A., INDEPENDENT VALUATOR OF ENDESA AMÉRICAS

This Annex E is a free English translation and should not be construed as being identical in content to the original Spanish document, which will prevail in the event of any discrepancy with the English translation.


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Second Phase August 5th, 2016 Project Carter II E-1


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Disclaimer Banco Santander Chile S.A. (“Santander”) has been engaged by ENDESA Americas S.A. (“Endesa”) to assist the Board of Directors (the “Board”) in evaluating the operations comprising its Corporate Restructuring. As part of its financial advisory, Santander has prepared this valuation report for purely informative purposes, based on public information available and/or provided by Endesa and/or its managers and/or representatives. All the information provided to Santander is deemed to be true, sufficient, accurate and in good faith. Santander has not conducted any independent audit or research to certify the truthfulness, sufficiency and validity of any information provided to it. Likewise, all publicly-available information, including market information, stock prices, analyst reports and the like, were obtained, among other sources, from entities and/or sites deemed reliable Use of this valuation report is subject to the provisions of the nondisclosure agreement executed by the addressee (the “NDA”) whereby disclosure and reproduction of the information contained herein is very limited. Any person having access to the valuation report must know, understand and accept the conditions set out in the NDA prior to disclosing or otherwise using this valuation report. Its distribution, reproduction and use are forbidden other than with the express consent of Santander, or for other than evaluating the operations comprising the Corporate Restructuring any person having access to the same. Moreover, Santander reserves its right to modify or replace it at any time, and does not assume any obligation in terms of providing any additional information to the addressee The information contained herein has been collected to assist the Board in making its own evaluation of the Restructuring Process, and the valuation report does not pretend to contain all the information that the Board may require. Without exception, under the provisions of the NDA and the last paragraph of this disclaimer, it must conduct its own analysis. Despite reasonable care having been taken in preparing this document, neither Santander nor any of its shareholders, managers and/or employees warrant the accuracy of any data, representation or projection contained herein, and they are released from any liability, even from ordinary negligence, in connection to the information and/or data and/or representations and/or projections contained herein, as well as for any that may have been omitted, even if they differ from those issued by any independent third party Likewise, although the information herein and the opinions advanced hereby are based on sources deemed reliable, they assume several scenarios and projections that may or may not materialize. Consequently, no representation or warranty, express or implied, is made or deemed made by Santander or by any of its shareholders, managers and/or employees and/or any entity of the group, as to the truthfulness, accuracy, sufficiency or completeness of the information and the opinions contained herein, and none of the aforementioned parties assumes any liability whatsoever in relation to such data, opinions or any omission in this valuation report Although the information contained herein may be publicly disclosed by the Board or else by Endesa and/or incorporated into the information made available to the shareholders of Endesa to be made known at one or more shareholders’ meetings called upon to issue a determination on the transactions comprising the Corporate Restructuring, this document does NOT represent an express recommendation to any shareholder of Endesa or any other person or entity, as to how such shareholder or person should proceed in relation to said transactions, the Corporate Restructuring or otherwise Any entity to which Santander offers a valuation report assumes Santander’s responsibility to comply with all the matters indicated in these disclaimers and to demand their compliance by any person or entity to whom said recipient provides or allows access to the valuation report This document has been provided for informative purposes only and does not constitute a basis or grounds for any contract or undertaking whatsoever. The recipient is expected to conduct its own analysis in order to make its own decisions E-2


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-3


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Glossary Acronym Definition Acronym Definition ADR American Depositary Receipt JEA Extraordinary Shareholders’ Meeting ADTV Average Daily Trading Volume Kd Cost of debt CHI-A Chilectra Americas Ke Rate of return required by the shareholder on account of Company risk CLP$ / $ Chilean Pesos Km Kilometers D Company Debt LatAm Latin America DCF Discounted Cash Flow Mn Millions NFD Net Financial Debt MW Mega Watts Dx Energy Distribution NOPAT Net Operating Profit After Tax E Equity OPA Tender Offer EBITDA Earnings before Interest, Taxes, Depreciation and Amortization OPR Operation between related parties EGM Extraordinary General Meeting R$ Brazilian Real EMBI Emerging Markets Bonds Index SOTP Sum-of-the-parts ENI-A1 Enersis Americas stand alone SVS Securities and Insurance Superintendence ENI-A2 Enersis Americas consolidated T Income tax rate EOC-A Endesa Americas Tx Energy Transmission FFO Fund from Operations USD / US$ United State Dollars g Growth Rate EV Enterprise Value Gx Energy Generation TV Terminal Value IPSA Blue-Chip Stock Price Index WACC Weighted Average Cost of Capital E-4


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-5


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Introduction Restructuring at Enersis level On April 28th, 2015, Enersis S.A., by means of a material event notice sent to the Chilean Securities and Insurance Superintendence (“SVS”), advised the market on an internal analysis conducted with a view to carrying out a corporate restructuring process. This process would have the following objectives: Streamlining the company’s corporate structure Generation of value for group companies Generation of value for group shareholders Restructuring would be conducted by separating the activities of the Group in Chile from the remaining LatAm activities. This process would be carried out in two neatly differentiated stages: Division of Enersis, Endesa Chile and Chilectra in two companies: Enersis Chile, Endesa Chile and Chilectra Chile: Grouping the activities of the Group in Chile Enersis Americas, Endesa Americas and Chilectra Americas: Grouping the activities of the Group outside Chile Merger of Enersis Americas, Endesa Americas and Chilectra Americas All the resulting companies would be located in Chile and their equities would be listed in the markets where Enersis equities are presently listed. None of the above operations would require additional funds contributions by the current shareholders E-6


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May 5-6 Designation of Banco Santander S.A. as independent valuator for Endesa Americas Board of Directors May 17 May 31 Santander presentation to the Board of EOC-A June 9 Endesa Americas submitted updated business plan to Santander July 20 Endesa Americas delivered draft Financial Statements as of May 2016 to Santander July 27 Delivery of valuation and corporate interest report – draft version by Santander to the Board of Endesa Americas, in Spanish Working group session between Santander and the Board of Endesa Americas August 5 Final submission of the final valuation and interest report by Santander to the Board of Endesa Americas Delivery of the final valuation and interest report by Santander, in English Extraordinary Shareholders’ Meeting to vote on the merger Kick off September 28 2016 Source: RFP Endesa Americas and company Introduction Phase II corporate restructuring milestones (independent valuation) E-7


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Source: RFP Endesa Americas, company and Santander 1 2 Description of the characteristics, phases, terms and conditions of the merger, in addition to that provided at the JEA held on December 18, 2015 Compliance with Law No. 18,046 Art. 147, in relation to independent evaluators and their reports Analysis of effects and potential impact from the merger of Endesa Americas, including: Equity contribution Checking that merger conditions are at market value Analysis of the operation in the interest of shareholders Any other additional requirements or specifications requested 4 3 To complete and finish the report, Santander has had access, among other things, to: Reports prepared for the merger Financial statements of the companies Business plans of the companies Meetings with senior management of Endesa Americas Submission of Report to the Board of the company, answers to questions and additional requests that may have arisen Submission of report in Spanish and English 2 3 4 1 The independent valuation of the merger has resulted in a report that has taken the following aspects, among others, into consideration Introduction Focus of work conducted by Santander E-8


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Withdrawal right Shares exchange equation Tender offer (OPA) Tax cost compensation Enel controlling shareholder Withdrawal right to be potentially exercised by the shareholders of Enersis Americas, Endesa Americas and Chilectra Americas as a result of the merger, not to exceed 10.00%, 10.00% and 0.91% respectively Withdrawal right in Enersis Americas not resulting in any shareholder exceeding the maximum 65% equity ownership limit in Enersis Americas post Merger Shares exchange proposed for the merger 2.8 shares in Enersis Americas = 1 share in Endesa Americas 4.0 shares in Enersis Americas = 1 share in Chilectra Americas The Board of Enersis Americas announced it intended to submit a tender offer (OPA) for all the shares and ADRs issued by Endesa Americas not held by Enersis Americas, at a price of CLP 285 per share The OPA to be contingent upon approval of the merger by the shareholders of Enersis Americas, Endesa Americas and Chilectra Americas, and fulfillment of the first Withdrawal Right condition Solely and exclusively if the merger resolutions are not adopted before December 31, 2017, the CEO of ENI-A will negotiate the terms of a compensation undertaking with Endesa Chile whereby the net tax costs borne by Endesa Chile as a result of its spinoff will be compensated by the tax benefits that Enersis Americas could obtain The controlling shareholder of Enel S.p.A. said that: It considers the notional exchange ratio announced for the merger favorable to the interests of all shareholders, and that it would consequently vote in favor of the Merger at the relevant extraordinary shareholders’ meeting If the Merger is approved, for a period of at least 5 years after the shareholders’ meeting that approves the same, it agreed not to conduct or propose any other corporate restructuring process affecting Enersis Americas Introduction Potential terms and conditions of the merger by Endesa Americas E-9


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Main information included in the Virtual Data Room: Information at October 2015 – Phase I of Carter II Project Information at June 2016 – Phase II of Carter II Project Management Presentations and macro scenario Flows and Projections- updated Business Plans approved by the board of each company Tax – Information on tax benefits of the merger PxQ – Detailed Business Plan projections with a calculation of operational margin of each applicable company Regulatory Models – Projections for Ampla and Coelce Others – Adjustments, Corporate Organizational Chart of ENI-A, EOC-A and CHI-A, recommendations for calculations of relevance for the industry Potential distribution of dividends to the shareholders of Chilectra Americas for an amount of CLP$ 120.000.000.000, which, according to what has been informed by the administration of said society, will be subject to consideration by the shareholders of Chilectra Americas at the Extraordinary Shareholders’ Meeting which will discuss the merger Face-to-face meetings with the company team, to better understand the business in the various different countries and clarify differences Public information on ENI-A, EOC-A and CHI-A found both in the Securities and Insurance Superintendence as well as on the webpages of the relevant companies Introduction Information accessed by Santander E-10


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-11


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Greater liquidity in a single merged vehicle Assuming withdrawal rights are not significantly exercised, liquidity at the merged entity could be enhanced through addition of free float at ENI-A, EOC-A, in addition to the value of CHI-A Potential increase in value due to lower holding discount could bring ENI-A closer to its comparables in terms of trading multiples Potential improved coverage by Research analysts Potential decrease in holding discount on post-merger ENI-A Simplification of inter-company cascade (elimination of EOC-A and CHI-A) should reduce the holding discount on ENI-A owing to lower subordination with regard to operational assets Reduced interest held by controlling shareholder to increase participation by minority interests in making the company’s strategic and management decisions Streamlined corporate structure to increasingly facilitate investors’ analysis of the company Synergies Cutback in holding costs: Merger would cut management costs in 3 different holdings Improved capital structure in post-merger ENI thanks to greater leverage capacity (present cash in ENI-A) and regulated flows (Dx and Tx). This cash may be used for growth and/or be distributed to the shareholder and/or for the purchase of minority interests Less cash flow leakage Corporate streamlining Improved equity story with greater asset visibility, which could stimulate investors’ interest on these shares Investors’ prospects for investing in different vehicles (Chile vs. LatAm; stable cash flows vs. more volatile cash flows) Enhanced efficiency and reduced conflict of interests in decision-making and strategic implementation More specific focus by management at the geographical and business levels (including regulatory and/or market changes) Executive summary Strategic rationale for Carter II and potential merger of Americas vehicles E-12


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Merger REJECTED Synergies Merger APPROVED Higher administration costs for all three vehicles Less exposure to growth in distribution sector Negative impact on equity price due to lower synergies More rigid decision-making structure Synergies already included in companies’ business plans Single management team and one single board Quicker decision making process Liquidity Reduced liquidity due to lower free float and market cap Potential exclusion from some stock market or investment indexes More limited coverage by Research analysts Post-merger ENI-A would again become one of the highest traded shares in IPSA Potential weight increase in stock market or investment indexes Potential coverage by the largest Research houses Holding discount No relevant changes since the failure of synergies to materialize would affect the market value and fair value of equities in similar measure Potential reduction to holding discount at the post-merger ENI-A level due to less subordination of operational assets, thanks to streamlined corporate structure and lower administration costs Withdrawal right and tender offer Potential effect of withdrawal right could already be built into the share price Allows for the exit of minority shareholders wishing to lower their exposure to the sector or companies Potential use of cash due to exercise of withdrawal rights could limit the use of funds for M&As /purchase of downstream minority interests Others New advisory costs Cash flow leakage is not reduced Could spark competition between ENI-A and EOC-A as far as investments by the controlling shareholder are concerned Elimination of future restructuring costs Only investment vehicle in LatAm (ex Chile and EGP) for the Enel group and ensuing benefits for minority interests Inability, in the eyes of investors, to gain separate positions in generation and distribution Executive summary Potential implications of merger approval or rejection E-13


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Executive summary Valuation methodologies 3 4 2 1 5 Discounted cash flow “DCF” Multiples of Transaction Comparables Multiples of Trading Comparables Current market capitalization Analysts’ Target Prices Primary valuation methodology Supporting methodology via M&A Market supporting methodology Reference to specific valuations Market reference E-14


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Executive summary Discounted cash flow methodology (“DCF”) Summary of methodologies for calculating the terminal value Perpetuity FCF Refund of unamortized assets Perpetuity Target RONIC Gordon Shapiro TVt=0 = WACC - g FFOn+1 (1+WACC)n Terminal Valuet = NOPATt-1 1 - WACC g RONIC g   Cash flow calculation and valuation of Equity (+) Revenues (-) Costs (-) General expenses = EBITDA (-) Tax (+) Amortization tax shield (-) Capex (+/-) Variation in Working Capital Free cash flow (FCF) (x) Discount factor of WACC Discounted Free Cash Flow (DFCF) (Σ DFCF) + (terminal value) = Enterprise Value (-) (Net financial debt + Other liabilities) = Equity value Annuity Cash Flow Annuity TVt=0 = WACC - g FFOn+1 (1+WACC)n *   E-15


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Executive summary Valuation methodologies on terminal value for each company Perpetuity FCF Perpetuity target RONIC Annuity FCF Others Gx Dx Others Generalima Caboblanco Tx Concession until 2027 + residual value on fixed assets Fortaleza Contracts until 2023 + capacity payments until 2031 Cien Concession expire in 2020 and 2022 + residual value on fixed assets Com&Serv Cemsa El Chocón Projections until 2024 + perpetuity TESA CTM Holdings Sudene fiscal benefit until 2016 extended for 10 años. Afterwards, 34% tax rate Brazil E-16


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Executive summary DCF methodology Company LOW case MID case HIGH case Minority interest or need to have to EOC-A/CHI-A control Relevant minority interest but with the need to have to EOC-A/CHI-A control Majority or sufficient interest to control without needing EOC-A/CHI-A Minority interest or need to have to ENI-A/CHI-A control Relevant minority interest but with the need to have to ENI-A/CHI-A participate in control Majority or sufficient interest to control without needing ENI-A/CHI-A Minority interest not key to control at the ENI-A level Minority interest allowing ENI-A to achieve control or at least 50% + 1 share N/A DCF Valuation Methodology All interests are valued neutrally without considering the difference in the equity weight of ENI-A, EOC-A, CHI-A MID case considered for merger exchange purposes 3 resulting values: a mid case (MID) and 2 cases (LOW and HIGH) resulting from sensitivity to WACC (+/- 0.50%) DCF- NO CONTROL: Does not consider potential value of control DFC - CONTROL: Considers potential value of control E-17


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Executive summary Valuation methodologies outcomes Discounted cash flow (US$ Mn) ENI-A2 EOC-A CHI-A Control Case Holding ENI-A2 Holding EOC-A Holding CHI-A The proforma equity value takes into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger E-18


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Executive summary Valuation methodologies outcomes Source: Bloomberg as of 18th of July, 2016 and public information of transactions Multiples of Trading Comparables (EV / EBITDA16E) US$ Mn Multiples of Transaction Comparables (EV / EBITDA16E) US$ Mn Generation Transmission Distribution Generation Transmission Distribution The proforma equity value takes into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger The proforma equity value takes into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger E-19


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Executive summary Valuation methodologies outcomes Analyst Target Prices US$ Mn Target Price (CLP$) Market Capitalization US$ Mn # Shares (Mn) CLP$ 128 110 119 316 300 ENI-A2 EOC-A 49,093 8,202 1,151 CHI-A SOTP Average 115 The proforma equity value takes into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger The proforma equity value takes into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger Source: Santiago stock-exchange 20/07/2016 E-20


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Executive summary Valuation methodologies outcomes - US$ Mn 1) Implied values 2) Highly illiquid / irrelevant trading volumes 3) Market price considers that Chilectra would distribute an extraordinary dividend of CLP$ 120Bn (US$ 183 Mn) * Values as of July 20th 2016 E-21


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Executive summary Holding discount (1) NAV: “Net Asset Value”, i.e. the summation of market values of the underlying assets minus their net financial debt Conclusions and choice of methodology In the specific case of the potential holding discount for ENI-A and EOC-A, Santander is of the opinion that its quantification could lead to calculation method errors. This is due mostly to the following: Discounts arising from the difference between the fair equity value calculated by Santander (“DCF”) and the market value of ENI-A y EOC-A, are very similar (ENI-A ~ -5% vs EOC-A ~ -7% on average since they began trading) Although from the current corporate structure one could surmise greater subordination by ENI-A in relation to EOC-A, one must consider that ENI-A has significant direct holdings in operational assets and not only through EOC-A and/or CHI-A. This should reduce or substantially eliminate an additional holding discount at ENI-A compared to EOC-A The comparable holding cases analyzed evidence discount variations that range from 11% to 42% compared to the equity value of the companies consolidated therein Moreover, one should bear in mind the holding costs of the 3 Americas vehicles since they are included in DCF valuations and assume a higher adjustment at the holding level at ENI-A compared to the two other entities involved in the merger Recognition of holding discount at the first stage of Carter II The holding discount, defined as the % difference between NAV(1) and the stock market value of a company, in Santander’s opinion, would be mostly accounted for by the following factors: Corporate organizational chart cascade effect Complex corporate structure, through cross-holdings between companies Distance of consolidating vehicles from Opcos Access to investors, at the listed Holdco or listed Opco level Different liquidities between Holdcos and Opcos Presence of expenses at the Holdco level in addition to Opco expenses Tyndall Deutsche Bank BofA ML IM Trust Colin Baker (PwC) Rafael Malla (Deloitte) Chile Américas ENI CH 31% EOC CH 16% - - - ENI CH 17% - - EOC-A 22% CHI-A 22% - - - - Mario Torres (KPMG) - - E-22


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Executive summary Outcome of merger Methodology Equity value (US$m Share exchange Merged ENI-A (% stake) Market trading value Case 1 - DCF no control Case 2 – DCF control ENI-A2 EOC-A CHI-A EOC-A Shareholder Proposed Exchange Average – other methodologies US$ Mn Stock Price (CLP$) 20/07/2016(1) Controller ENI-A Minorities EOC-A Minorities % ENI-A Stock Price (CLP$) Stock Price (CLP$) Stock Price (CLP$) Trading values at current date Discounted free cash flow values – Does not distinguish between controlling and non-controlling stakes Discounted free cash flow values – Does distinguish between controlling and non-controlling stakes Shareholder meeting proposed exchange Weighted average trading comparable multiples, comparable transactions multiples and target prices Note: values include the agreed tax benefit for the merger. For CHI-A, values take into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger 1) In the case that the agreed tax benefit for the merger and the extraordinary dividend for CHI-A are not considered, the stock prices would be: ENI-A2 = $ 115.5; EOC-A = $ 311.2; CHI-A = $446.0 8,760 4,033 618 2.8 51.2% 33.2% 15.5% 84.4% 116.7 321.7 351.4 8,773 3,908 670 2.7 51.4% 33.4% 15.1% 84.8% 116.9 311.7 381.1 8,780 4,167 645 2.8 50.9% 33.1% 16.0% 84.0% 117.0 332.4 366.5 9,130 3,912 827 2.6 51.7% 33.6% 14.6% 85.4% 121.7 312.0 470.2 8,780 4,239 863 2.8 50.8% 33.0% 16.2% 83.7% E-23


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Executive summary Conclusions and considerations on the corporate interest of the operation This independent valuation has been prepared by Banco Santander Chile S.A. (“Santander”), at the express request of the Board of Endesa Americas S.A. (“Endesa”) In preparing the independent valuation of the operations comprising the Merger, we used Discounted Cash Flow (DCF) as well as methods and market benchmarks that support DCF (multiples of comparable transactions, multiples of traded variables, market value, review of research analyst documentation and analyses of independent valuation reports) Santander is of the opinion that the Merger is a sensitive process for shareholders in the various companies involved, in particular for shareholders with minority interests. Consequently, we must address economic, market, regulatory and strategic aspects to attain an exchange of shares between the parties involved, at a fair value. For Santander, this value is equivalent to: 2.6 – 2.8 shares in Enersis Americas = 1 share in Endesa Americas (minority interests in EOC-A between 14.6%-16.0%) Assuming the above is complied with, the Merger will be positive and therefore contribute to the interest of Endesa Americas and the shareholders involved, taking into account the following: Withdrawal right to be potentially exercised by the shareholders of Enersis Americas, Endesa Americas and Chilectra Americas as a result of the Merger, not to exceed 10.00%, 10.00% and 0.91% respectively The Board of Enersis Americas announced it intended to submit a tender offer (OPA) for all the shares and ADRs issued by Endesa Americas not held by Enersis Americas, at a price of CLP 285 per share. The OPA to be contingent upon approval of the Merger by the shareholders of Enersis Americas, Endesa Americas and Chilectra Americas, and fulfillment of the first Withdrawal Right condition The controlling shareholder of Enel S.p.A. said that the notional exchange ratio announced for the merger is favorable to the interests of all shareholders, and that it would consequently vote in favor of the Merger at the relevant extraordinary shareholders’ meeting E-24


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-25


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Analysis of Enersis corporate restructuring process Restructuring at Enersis level: situation post Carter I before LatAm restructuring 60.6% Shared Distribution Distribution Distribution Generation + Others International Local International Local 99.1% 60.0% International Assets Cachoeira Fortaleza Parent Company Three Regionals Holdings Local operating companies Countries and Business Generation Com&Serv Tesa CTM Source: Company presentations * Cemsa is a trading company 1) Includes: Los Molles, Rapel-Sauzal, Laja, Ralco-Pangue, Tarapaca, D. Almagro-Tal Tal, Huasco, San Isidro, Bocamina, TG Quintero, Canela, Ojos de Agua Brazil E-26


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Analysis of Enersis corporate restructuring process Restructuring at Enersis Level: phases of Carter II project Initial situacion Phase I Phase II Merger of Chilectra Americas and Endesa Americas with Enersis Americas Spin-off at Endesa Chile and Chilectra level into four different entities grouping the Chilean and international assets separately: Endesa Chile: generation assets in Chile Chilectra Chile: distribution business in Chile Endesa Americas: assets outside Chile of the old Endesa Chile Chilectra Americas: holdings in distribution businesses outside Chile De-merger at the Enersis level and creation of two new entities: Enersis Chile: consolidates 99.1% of Chilectra Chile and 60% of Endesa Chile Enersis Americas: consolidates all international assets of the old Enersis Chile, more than 60% of Endesa Americas and 99.1% of Chilectra Americas Source: corporate information Enel SPA Enel Latinoamérica Enersis Chilectra Chile Endesa Chile Enel SPA Enel Latinoamérica Chilectra Chile Endesa Chile Chilectra Américas Endesa Américas Enersis Américas Enersis Chile Gx & Dx Internat. Enel SPA Enel Latinoamérica Chilectra Chile Endesa Chile Enersis Chile ARG BR COL PE Chilectra Américas Endesa Américas Enersis Américas 100% 60% 60% 99% 100% 100% 60% 60% 99% 60% 99% 60% 60% 99% 60% >50% E-27


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Analysis of Enersis corporate restructuring process Description of the two restructuring stages (1) Operation between Related Parties Experts Pablo D’Agliano Colin Baker Emilio Venegas Board’s independent valuator Directors’ Committee’s independent valuator - - Fairness opinion valuators Stage 2 Stage 1 Appeals Court held the asset spinoff was not an OPR(1) However, this Court held that the merger between the Americas vehicles must be considered as an OPR SVS accepted the decision and hence did not appeal before the Supreme Court The Board appointed independent valuators and experts 1 2 3 The Directors’ Committee appointed independent valuators and appraisers Each Director must send a note mentioning the social benefits of this operation for the shareholders The Directors’ Committee must send a note on the merger The shareholders must approve the merger at the JGA (>2/3 votes) LatAm Restructuring 4 5 E-28


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-29


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Regulatory matters Regulations of the generation business in LatAm Peru Brazil Colombia Long-term auctions Auctions for 15, 20 and 30 years Auctions for 15, 20 and 30 years Open contracts Payments based on capacity Revenues based on recognition during peak demand Recognition of dual-generation for gas turbines Revenues based on recognition during peak demand Auctions for a minimum of 20 years Recognition of dual-generation for gas turbines Guaranteed frequency of pass through recalculation 12.0% Determined by law 11.4% Calculated in each revision 13.9% Calculated in each revision Rates set utilizing objective criteria Each 3-12 months Each 3-12 months Monthly Markets with audited or driven costs Spot market with audited costs Spot market with audited costs Spot market with driven costs Source: Enersis presentation E-30


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Regulatory matters Regulations of the distribution business in LatAm Concession term Indefinite 30 years Indefinite Stable regulatory framework 1st 1997 # of revisions: 4 1st 2003 # of revisions: 3 1st 1997 # revisions: 3 Real pre-tax profit margin 12.0% Determined by law 11.4% Calculated in each revision 13.9% Calculated in each revision Rates set utilizing objective criteria New replacement value over the real network New replacement value over the real network New replacement value over the real network Tariff revisions Edelnor: 2013 and 2017 Coelce: 2015 and 2019 Ampla: 2014 and 2019 Codensa: 2014 Conflict Resolutions Regulator solves conflicts and imposes sanctions Chamber of Commerce solves conflicts between agents Getulio Vargas Foundation is in charge of arbitrage Regulator solves disputes between regulated and clients and imposes sanctions Regulator solves conflicts and imposes sanctions Regulator imposes sanctions: SSPD +CREG Peru Brazil Colombia Source: Enersis presentation E-31


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-32


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Description of the companies Shareholder details Enersis Americas Chilectra Americas Endesa Americas Source: Company as of May 2016 Company Description Enel is a world leader in the electricity and gas industries, present in over 30 countries and with a clear focus on Europe and Latin America The company has net installed capacity of app. 90 gigawatts (GW) and a distribution network stretching over more than 1.9 million kilometers The company’s market cap is EUR 39 Bn Pension fund managers (AFPs) are stock companies exclusively dedicated to the management of a pension fund, as well as the payment of retirement, disability and death benefits to their affiliates, as provided in the law governing the pension savings system in Chile E-33


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Description of the companies Enersis Americas Key financial figures EBITDA breakdown 1Q2016 Geographic presence Asset Description Emgesa 444 MW (Termo) Emgesa 3,015 MW (Hydro) Codensa 2.9 Mn (Customers) Asset Description Edegel 1,200 MW (Termo) Edegel 783 MW (Hydro) Edelnor 1.3 Mn (Customers) Asset Description Dock Sud 870 MW (Termo) Costanera 2,304 MW (Termo) El Chocón 1,364 MW (Hydro) Edesur 2.5 Mn (Customers) Asset Description Fortaleza 327 MW (Termo) Cachoeira 665 MW (Hydro) Cien 2,000 MW Ampla 3.0 Mn (Customers) Coelce 3.8 Mn (Customers) US$ Mn Source: Corporate information E-34


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Description of the companies Endesa Américas Key financial figures Energy sales by client type US$ Mn DisCos Non-regulated clients Spot Geographic presence Asset Description Emgesa 444 MW (Termo) Emgesa 3,015 MW (Hydro) Asset Description Edegel 1,200 MW (Termo) Edegel 783 MW (Hydro) Edelnor 1.3 Mn (Customers) Asset Description Dock Sud 870 MW (Termo) Costanera 2,304 MW (Termo) El Chocón 1,364 MW (Hydro) Asset Description Fortaleza 327 MW (Termo) Cachoeira 665 MW (Hydro) Cien 2.000 MW Ampla 3.0 Mn (Customers) Coelce 3.8 Mn (Customers) Revenues EBITDA Revenues EBITDA Revenues EBITDA Fuente: Corporate information. 2015 results presentation 1) Total debt for Endesa Chile as of end 2015 E-35


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Description of the companies Chilectra Américas Geographic presence Asset Description Codensa 2.9 Mn (Customers) Asset Description Edelnor 1.3 Mn (Customers) Asset Description Edesur 2.5 Mn (Customers) Asset Description Ampla 3.0 Mn (Customers) Coelce 3.8 Mn (Customers) Fortaleza1 327 MW (Thermo) Cachoeira1 665 MW (Hydro) Cien1 2,000 MW Breakdown of Electricity Sales by Country Key Financials Between March 1-31, 2016, Chilectra Americas sustained losses attributable to the controlling company in the equivalent of CLP $ 9.4 billion These results are mostly accounted for by the losses sustained in Argentina of ~$18 million, partly offset by positive results generated in Brazil, Peru and Colombia At March 31st, the company recorded no financial indebtedness Source: Financial Statements at end 2015 1) Through an equity interest in Enel Brazil E-36


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Description of the companies Americas vehicles ownership structure Nota 1): ENI-A2: Enersis Américas consolidated, taking into account stakes in Endesa Américas (EOC-A), ~60% and Chilectra Américas (CHI-A), ~ 99,1% ENI-A1: Enersis Américas stand alone not taking into account stakes in Endesa Américas (EOC-A), ~60% y Chilectra Américas (CHI-A), ~ 99,1% 2) Considers merger with ECC Peru Brazil Colombia Argentina Gx Dx Tx Others Nota (1) ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A Edegel 58.6% 21.1% 62.5%   Endesa Brasil 84.4% 50.9% 37.1% 11.3% Emgesa 37.7% 21.6% 26.9%   Costanera 45.4%   75.7%   Chinango 46.9% 16.9% 50.0%   Cachoeira 84.2% 50.8% 37.0% 11.2%           Dock Sud 40.2% 40.2%     Piura 96.5% 96.5%     Fortaleza 84.4% 51.0% 37.1% 11.3%           El Chocon 39.2%   65.4%             Cien 84.4% 50.9% 37.1% 11.3%           TESA 84.4% 50.9% 37.1% 11.3%                                CTM 84.4% 50.9% 37.1%  11.3%                                         Edelnor 75.5% 60.1%   15.6% Coelce 64.9% 45.2% 21.9% 6.6% Codensa(2) 47.8% 38.6%   9.2% Edesur 71.6% 37.6% 0.5% 34.1%           Ampla 92.0% 45.3% 17.4% 36.7%                                                   Generalima 100% 100%     Com e Serv 84.4% 50.9% 37.1% 11.3% Cemsa 82.0% 55.0% 45.0%   Caboblanco 100% 100%                                                 E-37


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Description of the companies Description of the companies comprising the restructuring perimeter - Generation Company Territorial Presence Brief Description Installed Capacity (MW) Edegel S.A.A. is a privately-held electric distribution company Total actual capacity of 1,686 MW (including its subsidiary Chinango with 195MW), of which 784 MW are hydro and 902 MW are thermal Edegel is part of the Peruvian National Power Grid 1,686 Chinango S.A.C. is a Peruvian utility mostly engaged in electricity generation and distribution Total actual capacity of 195 MW hydro generation, distributed in two stations, Yanango (43 MW) and Chimay (152 MW) 195 Empresa Eléctrica de Piura S.A. (Eepsa), is active in electricity generation, transmission, distribution and trading It runs the Eléctrica Malacas 2 and 3; power stations a thermal power generation complex with total installed capacity of 298 MW 298 Endesa Braz Endesa Brasil S.A operates as a holding company and is present in energy distribution, generation, transmission and trading The company is present in four states, where it serves close to 5.4 million customers and participates in electricity generation through subsidiaries Cachoeira and Fortaleza (987 MW combined) 987 Cachoeira Dourada SA is a hydro power station located on the Paranaíba River, in the city of Cachoeira Dourada, state of Goiás It runs ten units with a combined 665 MW installed capacity 665 Fortaleza Located in the municipality of Caucaia, 50 km from the capital of the state of Ceará. Endesa Fortaleza is a combined-cycle thermal power station with 322 MW installed capacity The station is NG-fired, with capacity to generate one third of the electricity needs of Ceará, with a population of app. 8.2 million 322 The largest electricity generator in Colombia, located in the outskirts of the city of Bogota. It comprises 13 power stations with capacity totaling 3,059 MW, including El Guavio (1,213 MW), the country’s largest hydro power station. Of these 13 facilities, 11 are hydro and two are thermal 3,059 Source: Financial reports by the companies, corporate presentations and websites E-38


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Description of the companies Description of the companies comprising the restructuring perimeter - Generation Company Territorial Presence Brief Description Installed Capacity (MW) Costanera The Costanera station is located in Buenos Aires and comprises six thermal generation facilities with capacity of 1,138 MW, which can run on either natural gas or fuel oil It also runs two CC stations with capacity of app. 859 MW and 327 MW respectively 2,324 Central Dock Sud S.A., is an electricity generation and trading company located in Dock Sud, in the Province of Buenos Aires It runs one CC NG-fired power station with net capacity of 870 MW, outfitted with four gas turbines and one steam turbine 870 El Chocón Hidroeléctrica El Chocón S.A. is a hydro generation company straddling the provinces of Neuquén and Río Negro This hydro complex has an aggregate installed capacity of 1,328 MW and comprises the stations of El Chocón, with 1,200 MW installed capacity (pondage hydro station) and Arroyito, with installed capacity of 128 MW 1,328 Source: Financial reports by the companies, corporate presentations and websites E-39


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Description of the companies Description of the companies comprising the restructuring perimeter - Transmission Company Territorial Presence Brief Description Transmission Lines (Km) Cien Compañía de Interconexión Energética S.A. (CIEN) is a Brazilian energy transmission company. Its complex comprises two frequency conversion stations, Garabi I and Garabi II, (which convert, in both directions, the frequencies used in Brazil -60 Hertz- and Argentina -50 Hertz) and transmission lines On the Argentine side, they are managed by two subsidiaries: Compañía de Transmisión del Mercosur S.A. (CTM) and Transportadora de Energía S.A. (TESA), both of which are wholly-owned by CIEN The interconnection grid consists of two transmission lines covering a total distance of 1,000 kilometers, and the Garabí conversion facility. 1,000 Tesa CTM Source: Financial reports by the companies, corporate presentations and websites E-40


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Description of the companies Description of the companies comprising the restructuring perimeter - Distribution Company Territorial Presence Brief Description Customers (# million) Edelnor is the electrical utility concessionaire for the north of the Metro Lima region and the Constitutional Province of Callao, Province of Huara, Province of Huaral, Province of Barranca and Province of Oyón Edelnor sells electricity to 1.3 million customers Of the total, 94.5% are residential, 3.3% are commercial, 0.1% are industrial, and 2.1% are other customers 1,3 Coelce is the electrical distribution utility for the State of Ceará, in northeastern Brazil, covering a concession area of 149,000 km2, serving a population of over 8 million people Coelce sells electricity to 3.8 million customers Of the total, 77.7% are residential, 6.4% are commercial, and the remaining 15.9% serve other customers, most notably rural 3,8 Ampla is an energy distribution company present in 73.3% of the territory of the State of Río de Janeiro, serving a population of over 8 million people Ampla sells electricity to 3 million customers Of the total, 90.5% are residential, 6.1% are commercial, and 3.4% are other users 3,0 Codensa Codensa distributes and sells electricity in Bogota and in 103 municipalities in different political subdivisions across the country Codensa sells electricity to 2.9 million customers Of the total, 88.8% are residential, 9.5% are commercial, 1.6% are industrial, and 0.2% are other customers. 2,9 Edesur’s principal line of business is electricity distribution and trading in the southern zone of Buenos Aires Edesur sells electricity to 2.5 million customers Of the total, 87.6% are residential customers, 11.1% are commercial, 1.0% are industrial, and 0.3% are other users 2,5 Source: Financial reports by the companies, corporate presentations and websites E-41


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-42


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Valuation of equity interests involved in the merger Valuation methodologies used 1. Discounted cash flow “DCF”: Business Plan provided by EOC-A Specifically, we note different calculation methodologies for terminal value: Perpetuity according to Gordon Shapiro method Perpetuity according to “Key Value Driver“ method (RONIC vs WACC) Refund of book value of assets at the end of the concession Annuity until the end of the concession 3. Comparable trading multiples: These multiples do not have an implied control premium For Gx, the following methodology was used: Peru and Colombia: mean of comparable trading in the Andean region (including Chile) Brazil and Argentina: multiples of locally-traded companies For Dx, the following methodology was used: Peru and Colombia: mean of multiples of Edelnor and Luz del Sur Brazil: locally-traded companies Argentina: locally-traded companies For Tx the following methodology was used: Peru and Colombia: N/A Brazil: locally-traded companies Argentina: locally-traded companies 2. Comparable transactions multiples: These multiples may or may not include a control premium, depending on whether the acquisition resulted in the entry of a controlling shareholder The most significant transactions in the various different businesses have been selected (Gx, Tx and Dx) in the markets under analysis 4. Analysts’ target prices: Considered target prices of analysts providing coverage for ENI-A and EOC-A. Since CHI-A has no analysts’ coverage, account has been taken of the implied SOTP value in the Scotiabank report 5. Current market value: Account has been taken of the values traded in terms of market cap (and enterprise value) starting with the first quote for the Americas vehicles 3 4 2 1 5 E-43


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Valuation of equity interests involved in the merger Valuation methodologies on terminal value for each company Source: Methodology agreed between the Company and Santander Perpetuity FCF Perpetuity target RONIC Annuity FCF Others Gx Dx Others Generalima Caboblanco Tx Concession until 2027 + residual value on fixed assets Fortaleza Contracts until 2023 + capacity payments until 2031 Cien Concession expire in 2020 and 2022 + residual value on fixed assets Com&Serv Cemsa El Chocón Projections until 2024 + perpetuity TESA CTM Holdings Sudene fiscal benefit until 2016 extended for 10 años. Afterwards, 34% tax rate Brazil E-44


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Valuation of equity interests involved in the merger Key macroeconomic indicators GDP (%) Demand growth per country (%) Inflation (%) TC Medio vs. USD(2) Argentina Colombia Peru Brazil (1) Source: Coporate information (1) Peru’s growth in 2016 is explained by the entry into service of mining projects (2) Colombian figures are divided by 1000 E-45


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-46


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Using the DCF method, a company is valued based on its intrinsic medium-term growth perspectives, not being significantly affected by short-term market decision or events The DCF method calculates the enterprise value (“EV”) as the present value of “funds from operations” (“FFO”) after discounting the weighted-average cost of capital (“WACC”) The present value of FFO after a certain number of periods (n) is known as Terminal Value (“TV”) The above may be summarized using the following formula: Valuation of equity interests involved in the merger i) Discounted cash flow Deleveraged Discounted Cash Flow EV = FFOt (1 + WACC)t TV (1 + WACC)n + ∑ t = 1 n The Gordon Shapiro method to calculate the terminal value of a company is a variation of the discounted FFO model The most significant assumption in this method is to assume growth of flows at a constant rate (g) to perpetuity Consequently, this method is only advisable for mature companies, with relatively low, stable and constant growth over the years Terminal Value Method 1.1: FCL - Gordon Shapiro Perpetuity FFOt = EBITDAt - Taxest - CAPEXt - ΔWKt Method1.2: Cash Flow Annuity This is an extension of the Gordon Shapiro Method, here the most significant difference is that the projection is not to perpetuity, but rather to a limited number of years (p) Annuity TVt=0 = WACC - g FFOn+1 (1+WACC)n *   Gordon Shapiro VTt=0 = WACC - g FFOn+1 (1+WACC)n E-47


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Valuation of equity interests involved in the merger i) Discounted cash flow Terminal Value A correct estimate of Terminal Value is of the essence for an accurate valuation, since TV generally represents a large percentage of enterprise value The target RONIC perpetuity method (“KVD” or ”Key Value Driver”) has been applied in this valuation exercise to the Distribution business because of its Capex-intensive nature in order to meet regulatory demands NOPATt-1 is operating Margin after Taxes during the first year after the projections for a given period g indicates NOPAT perpetuity growth (after the projection period). For valuation purposes, we have considered 2.2% in US dollars for all companies RONIC is the expected rate of return on marginal capital invested In other words, RONIC may be said to measure the return generated when a company converts its capital into Capex to generate additional income Terminal Valuet = NOPATt-1 1 - WACC - g RONIC g Method 2: Target RONIC Perpetuity - Key Value Driver Method 3: Refund of assets at book value This method combines with the previous ones, in which, in the case of concessions, the value of fixed assets not yet amortized is refunded For this valuation exercise, the companies that receive a refund for these assets are Cachoeira (generation company) and Cien (transmission line) In the case of Cachoeira, the estimated refund will be R$ 300 million In the case of Cien, there are two refunds because one of the two concessions expires in 2020 and the other in 2022 Residual value for 2020: R$ 335 million Residual value for 2022: R$ 320 million Since residual value is refunded at the end of the concession, its present value was calculated using the following formula: M= Refundable amount in US dollars iLc = Local currency inflation iUS = USD inflation n = final year of concession   E-48


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Valuation of equity interests involved in the merger i) Discounted cash flow methodology Company LOW case MID case HIGH case Minority interest or need to have to EOC-A/CHI-A control Relevant minority interest but with the need to have to EOC-A/CHI-A control Majority or sufficient interest to control without needing EOC-A/CHI-A Minority interest or need to have to ENI-A/CHI-A control Relevant minority interest but with the need to have to ENI-A/CHI-A participate in control Majority or sufficient interest to control without needing ENI-A/CHI-A Minority interest not key to control at the ENI-A level Minority interest allowing ENI-A to achieve control or at least 50% + 1 share N/A DCF Valuation Methodology All interests are valued neutrally without considering the difference in the equity weight of ENI-A, EOC-A, CHI-A MID case considered for merger exchange purposes 3 resulting values: a mid case (MID) and 2 cases (LOW and HIGH) resulting from sensitivity to WACC (+/- 0.50%) DCF- NO CONTROL: Does not consider potential value of control DFC - CONTROL: Considers potential value of control E-49


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Valuation of equity interests involved in the merger i) Discounted cash flows: summary of ENI-A valuation Control case Peru Brazil Colombia Argentina Gx Dx Tx Oth. Holdings Company Stake LOW MID HIGH ENI-A 100.0% 1,020 1,013 1,004 EOC-A 60.0% 27 27 26 CHI-A 99.1% -151 -153 -154 Company Stake LOW MID HIGH Edegel 58.6% 1,087 1,173 1,273 Chinango 46.9% 184 199 217 Piura 96.5% 139 154 172           Edelnor 75.5% 1,097 1,210 1,342           Generalima 100.0% -79 -79 -80 Caboblanco 100.0% 4 4 4 Company Stake LOW MID HIGH Endesa Brasil 84,4% 26 13 -2 Cachoeira 84,2% 363 370 378 Fortaleza 84,4% 235 240 245 Cien 84,4% 235 240 244           Coelce 64,9% 579 622 669 Ampla 92,0% 205 281 364           Com e Serv 84,4% 202 218 236           Company Stake LOW MID HIGH Emgesa 37.7% 1,632 1,795 1,983                     Codensa 47.8% 1,015 1,106 1,210                     Company Stake LOW MID HIGH Costanera 45.4% 27 28 30 Dock Sud 40.2% 51 52 54 El Chocon 39.2% 125 128 131 TESA 84.4% -16 -16 -16 CTM 84.4% -16 -16 -16           Edesur 71.6% 50 60 71           Cemsa 82.0% 8 8 9           US$ Mn E-50


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Valuation of equity interests involved in the merger i) Discounted cash flows: summary of ENI-A valuation US$ Mn % Proportional Equity per Business % Proportional Equity per Geography E-51


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Valuation of equity interests involved in the merger i) Discounted cash flows: summary of EOC-A valuation Peru Brazil Colombia Argentina Gx Dx Tx Holdings Oth. Control Case US$ Mn Company Stake LOW MID HIGH EOC-A 100.0% 46 45 44 Company Stake LOW MID HIGH Edegel 62.5% 1,158 1,250 1,357 Chinango 50.0% 196 212 231                                         Company Stake LOW MID HIGH Endesa Brasil 37.1% 12 6 -1 Cachoeira 37.0% 160 163 166 Fortaleza 37.1% 104 106 108 Cien 37.1% 104 105 107           Coelce 21.9% 195 210 225 Ampla 17.4% 39 53 69           Com e Serv 37.1% 89 96 104           Company Stake LOW MID HIGH Emgesa 26.9% 1,163 1,279 1,412                                         Company Stake LOW MID HIGH Costanera 75.7% 45 47 50 El Chocon 65.4% 209 214 219           TESA 37.1% -7 -7 -7 CTM 37.1% -7 -7 -7           Edesur 0.5% 0 0 0           Cemsa 45.0% 4 5 5           E-52


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% Proportional Equity per Business % Proportional Equity per Geography Valuation of equity interests involved in the merger i) Discounted cash flows: summary of EOC-A valuation US$ Mn E-53


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Valuation of equity interests involved in the merger i) Discounted cash flows: summary of CHI-A valuation Peru Brazil Colombia Argentina Holdings Gx Dx Tx Oth. Control case US$ Mn Company Stake LOW MID HIGH CHI-A 100.0% -153 -154 -155 Company Stake LOW MID HIGH                     Edelnor 15.6% 226 250 277                     Company Stake LOW MID HIGH Endesa Brasil 11.3% 4 2 0 Cachoeira 11.2% 48 49 50 Fortaleza 11.3% 31 32 33 Cien 11.3% 31 32 33           Coelce 6.6% 59 64 68 Ampla 36.7% 82 112 145           Com e Serv 11.3% 27 29 32           Company Stake LOW MID HIGH                     Codensa 9.2% 196 214 234                     Company Stake LOW MID HIGH           TESA 11.3% -2 -2 -2 CTM 11.3% -2 -2 -2           Edesur 34.1% 24 29 34                     E-54


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Valuation of equity interests involved in the merger i) Discounted cash flows: summary of CHI-A valuation % Proportional Equity per Business % Proportional Equity per Geography US$ Mn E-55


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Valuation of equity interests involved in the merger i) Discounted cash flows: CONTROL Case (summary) Company Business ENI-A2 ENI-A1 EOC-A CHI-A Equity LOW Equity MID Equity HIGH DFN EBITDA % Equity EV/EBITDA % Equity EV/EBITDA % Equity EV/EBITDA % Equity EV/EBITDA Edegel Gx 58.6% 21.1% 62.5%   1,855 2,001 2,172 158 271 1,087 7.4x 273 5.4x 1,357 8.6x - n.a. Chinango Gx 46.9% 16.9% 50.0%   392 425 463 31 39 184 10.8x 45 7.6x 231 12.6x - n.a. Piura Gx 96.5% 96.5%     144 160 178 44 49 172 4.5x 172 4.5x n.a. - n.a. Edelnor Dx 75.5% 60.1%   15.6% 1,453 1,602 1,776 413 214 1,342 10.3x 1,117 10.6x - n.a. 226 8.7x Generalima Otros 100.0% 100.0%     - 79 - 79 - 80 42 - 0 - 80 n.a. - 80 n.a. - n.a. - n.a. Caboblanco Other 100.0% 100.0%     4 4 4 - 8 - 0 4 n.a. 4 n.a. - n.a. - n.a. Resto Other                                   Peru ∑         3,770 4,113 4,513 679 572 2,708 8.3x 1,531 7.9x 1,588 9.0x 226 8.7x                                   Endesa Brasil Gx 84.4% 50.9% 37.1% 11.3% 31 16 - 2 - 294 - 34 - 2 8.7x - 9 9.2x 6 8.2x 4 7.8x Cachoeira Gx 84.2% 50.8% 37.0% 11.2% 431 440 449 - 35 87 378 4.8x 232 4.8x 163 4.7x 48 4.6x Fortaleza Gx 84.4% 51.0% 37.1% 11.3% 279 285 290 1 67 245 4.3x 150 4.4x 106 4.2x 31 4.2x Cien Tx 84.4% 50.9% 37.1% 11.3% 279 284 289 16 64 244 4.7x 149 4.8x 105 4.7x 31 4.6x Coelce Dx 64.9% 45.2% 21.9% 6.6% 893 958 1,031 323 235 622 5.5x 433 5.5x 210 5.5x 64 5.5x Ampla Dx 92.0% 45.3% 17.4% 36.7% 223 305 395 1,037 226 281 5.9x 138 5.9x 53 5.9x 112 5.9x Com e Serv Other 84.4% 50.9% 37.1% 11.3% 240 258 280 2 11 236 26.3x 156 28.7x 89 22.6x 27 22.6x Resto Other                                   Brazil ∑         2,375 2,546 2,732 1,050 656 2,003 5.5x 1,250 5.5x 731 5.3x 317 5.7x                                   Emgesa Gx 37.7% 21.6% 26.9%   4,328 4,758 5,256 1,688 629 1,632 9.6x 785 8.5x 1,412 11.0x - n.a. Codensa Dx 47.8% 38.6%   9.2% 2,123 2,314 2,532 630 434 1,210 7.3x 998 7.4x - n.a. 214 6.8x Resto Other                                   Colombia ∑         6,451 7,072 7,788 2,318 1,063 2,842 8.5x 1,784 7.9x 1,412 11.0x 214 6.8x                                   Costanera Gx 45.4%   75.7%   60 63 66 62 50 27 2.5x (3) n.a. 50 2.6x - n.a. Dock Sud Gx 40.2% 40.2%     127 130 134 28 45 54 3.6x 54 3.6x - n.a. - n.a. El Chocon Gx 39.2%   65.4%   320 327 334 44 40 125 9.1x (6) n.a. 219 9.5x - n.a. TESA Tx 84.4% 50.9% 37.1% 11.3% - 19 - 19 - 19 26 2 - 16 4.5x (9) 4.7x - 7 4.2x - 2 4.2x CTM Tx 84.4% 50.9% 37.1% 11.3% - 20 - 19 - 19 25 1 - 16 4.4x (10) 4.6x - 7 4.2x - 2 4.2x Edesur Dx 71.6% 37.6% 0.5% 34.1% 70 84 99 168 196 60 1.3x 32 1.3x 0 1.2x 29 1.3x Cemsa Other 82.0% 55.0% 45.0%   10 10 11 - 1 1 9 7.3x 6 7.6x 4 6.6x - n.a. Resto Other                                   Argentina ∑         547 576 606 353 334 243 2.3x 64 1.7x 259 5.3x 24 1.3x                                   ENI Americas Holding 100.0% 100.0%     1,020 1,013 1,004 - 1,176 - 16 1,013 10.0x 1,013 10.0x - n.a. - n.a. Endesa Americas Holding 60.0%   100.0%   46 45 44 - 62 - 2 27 7.1x - n.a. 45 7.1x - n.a. Chilectra Americas Holding 99.1%     100.0% - 153 - 154 - 155 138 - 2 - 153 9.8x - n.a. - n.a. - 154 9.8x Holdings ∑         913 904 892 - 1,101 - 20 887 9.8x 1,013 10.0x 45 7.1x - 154 9.8x                                       Total ∑         14,057 15,210 16,532 3,300 2,605 8,684 6.6x 5,642 6.5x 4,035 8.2x 628 5.1x ENI-A2 ENI-A1 EOC-A CHI-A Values at 100% US$ Mn E-56


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Valuation of equity interests involved in the merger i) Discounted cash flows: NO-CONTROL Case (summary) Company Business ENI-A2 ENI-A1 EOC-A CHI-A Equity DFN EBITDA % Equity EV/EBITDA % Equity EV/EBITDA % Equity EV/EBITDA % Equity EV/EBITDA Edegel Gx 58.6% 21.1% 62.5%   2,001 158 271 1,173 8.0x 423 8.0x 1,250 8.0x - n.a. Chinango Gx 46.9% 16.9% 50.0%   425 31 39 199 11.6x 72 11.6x 212 11.6x - n.a. Piura Gx 96.5% 96.5%     160 44 49 154 4.2x 154 4.2x - n.a. - n.a. Edelnor Dx 75.5% 60.1%   15.6% 1,602 413 214 1,210 9.4x 963 9.4x - n.a. 250 9.4x Generalima Other 100.0% 100.0%     - 79 42 - 0 - 79 n.a. - 79 n.a. - n.a. - n.a. Caboblanco Other 100.0% 100.0%     4 - 8 - 0 4 n.a. 4 n.a. - n.a. - n.a. Peru ∑         4,113 679 572 2,661 8.2x 1,537 7.9x 1,462 8.4x 250 9.4x                               Endesa Brasil Gx 84.4% 50.9% 37.1% 11.3% 16 - 294 - 34 13 8.2x 8 8.2x 6 8.2x 2 8.2x Cachoeira Gx 84.2% 50.8% 37.0% 11.2% 440 - 35 87 370 4.7x 223 4.7x 163 4.7x 49 4.7x Fortaleza Gx 84.4% 51.0% 37.1% 11.3% 285 1 67 240 4.2x 145 4.2x 106 4.2x 32 4.2x Cien Tx 84.4% 50.9% 37.1% 11.3% 284 16 64 240 4.7x 145 4.7x 105 4.7x 32 4.7x Coelce Dx 64.9% 45.2% 21.9% 6.6% 958 323 235 622 5.5x 433 5.5x 210 5.5x 64 5.5x Ampla Dx 92.0% 45.3% 17.4% 36.7% 305 1,037 226 281 5.9x 138 5.9x 53 5.9x 112 5.9x Com e Serv Other 84.4% 50.9% 37.1% 11.3% 258 2 11 218 24.3x 132 24.3x 96 24.3x 29 24.3x Brazil ∑         2,546 1,050 656 1,983 5.5x 1,224 5.5x 738 5.4x 320 5.7x                               Emgesa Gx 37.7% 21.6% 26.9%   4,758 1,688 629 1,795 10.3x 1,028 10.3x 1,279 10.3x - n.a. Codensa Dx 47.8% 38.6%   9.2% 2,314 630 434 1,106 6.8x 894 6.8x - n.a. 214 6.8x Colombia ∑         7,072 2,318 1,063 2,901 8.6x 1,922 8.3x 1,279 10.3x 214 6.8x                               Costanera Gx 45.4%   75.7%   63 62 50 28 2.5x - n.a. 47 2.5x - n.a. Dock Sud Gx 40.2% 40.2%     130 28 45 52 3.5x 52 3.5x - n.a. - n.a. El Chocon Gx 39.2%   65.4%   327 44 40 128 9.3x - n.a. 214 9.3x - n.a. TESA Tx 84.4% 50.9% 37.1% 11.3% - 19 26 2 - 16 4.3x - 10 4.3x - 7 4.3x - 2 4.3x CTM Tx 84.4% 50.9% 37.1% 11.3% - 19 25 1 - 16 4.3x - 10 4.3x - 7 4.3x - 2 4.3x Edesur Dx 71.6% 37.6% 0.5% 34.1% 84 168 196 60 1.3x 32 1.3x 0 1.3x 29 1.3x Cemsa Other 82.0% 55.0% 45.0%   10 - 1 1 8 6.9x 6 6.9x 5 6.9x - n.a. Argentina ∑         576 353 334 245 2.3x 70 1.8x 252 5.2x 24 1.3x                               ENI Americas Holding 100.0% 100.0%     1,013 - 1,176 - 16 1,013 10.0x 1,013 10.0x - n.a. - n.a. Endesa Americas Holding 60.0%   100.0%   45 - 62 - 2 27 7.1x - n.a. 45 7.1x - n.a. Chilectra Americas Holding 99.1%     100.0% - 154 138 - 2 - 153 9.8x - n.a. - n.a. - 154 9.8x Holdings ∑         904 - 1,101 - 20 887 9.8x 1,013 10.0x 45 7.1x - 154 9.8x                                   Total ∑         15,210 3,300 2,605 8,677 6.6x 5,766 6.6x 3,776 7.7x 653 5.2x ENI-A2 ENI-A1 EOC-A CHI-A Values at 100% US$ Mn E-57


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Valuation of equity interests involved in the merger i) Discounted cash flows: summary of valuation under this methodology – CONTROL Case Merger by Incorporation in ENI-A US$ Mn Merger value detail at company level US$ Mn LOW CASE (WACC + 0.5%) HIGH CASE (WACC – 0.5%) MID CASE (CONTROL) E-58


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Table of contents 1. Glossary 2. Introduction 3. Executive ummary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-59


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Valuation of equity interests involved in the merger ii) Multiples of transaction comparables The methodology of comparable transaction multiples is based on a sample of transactions of operationally-related companies in the same sector as ENI-A, EOC-A and CHI-A. This analysis is intended to do the following: For the ratios that could be used in the comparable transactions methodology, in order to define a range of values, we considered the EV/EBITDA multiple as being the most significant. The EV/EBITDA multiple compares enterprise value to the company’s capacity to generate gross earnings (EBITDA). Therefore, it could be considered as a proxy for the payback ratio of the amount paid for the acquisition To execute this methodology, we considered EBITDA for 2016E at ENI-A, EOC-A and CHI-A, included in the company’s business plan We considered the average of the EV/EBTDA multiple of recent transactions, to which we applied a variation of ±5%, to obtain a range of values Some of the transactions analyzed include acquisitions in which a majority interest was purchased, which is why a control premium may exist. For this reason, this method is used for the most part in cases in which there is a change of control E-60


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Valuation of equity interests involved in the merger ii) Multiples of transaction comparables(1) Note: Numbers correspond to transactions with details in the annex 1) Details in the annex 2) Ajusted median not including maximum multiple Brazil Peru Colombia Argentina Gx Dx Tx 10.5x 8.4x(2) 8.6x 8.0x 11.5x 8.5x 3.2x 3.1x 6.6x 6.4x E-61


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Valuation of equity interests involved in the merger ii) Multiples of transaction comparables Company Business ENI-A2 ENI-A1 EOC-A CHI-A Equity DFN EBITDA % Equity EV / EBITDA % Equity EV / EBITDA % Equity EV / EBITDA % Equity EV / EBITDA Edegel Gx 58.6% 21.1% 62.5%   2,171 158 271 1,272 8.6x 459 8.6x 1,356 8.6x - 8.6x Chinango Gx 46.9% 16.9% 50.0%   306 31 39 143 8.6x 52 8.6x 153 8.6x - 8.6x Piura Gx 96.5% 96.5%     377 44 49 364 8.6x 364 8.6x - 8.6x - 8.6x Edelnor Dx 75.5% 60.1%   15.6% 1,295 413 214 978 8.0x 778 8.0x - 8.0x 202 8.0x Generalima Other 100.0% 100.0%     - 44 42 - 0 - 44 8.6x - 44 8.6x - 8.6x - 8.6x Caboblanco Other 100.0% 100.0%     8 - 8 - 0 8 8.6x 8 8.6x - 8.6x - 8.6x Peru ∑         4,113 679 572 2,722 8.3x 1,617 8.3x 1,509 8.6x 202 8.0x                               Endesa Brasil Gx 84.4% 50.9% 37.1% 11.3% - 45 - 294 - 34 - 38 10.0x - 23 10.0x - 17 10.0x - 5 10.0x Cachoeira Gx 84.2% 50.8% 37.0% 11.2% 470 - 35 87 395 5.0x 239 5.0x 174 5.0x 53 5.0x Fortaleza Gx 84.4% 51.0% 37.1% 11.3% 336 1 67 283 5.0x 171 5.0x 125 5.0x 38 5.0x Cien Tx 84.4% 50.9% 37.1% 11.3% 255 16 64 215 4.2x 130 4.2x 95 4.2x 29 4.2x Coelce Dx 64.9% 45.2% 21.9% 6.6% 1,228 323 235 796 6.6x 555 6.6x 268 6.6x 81 6.6x Ampla Dx 92.0% 45.3% 17.4% 36.7% 454 1,037 226 417 6.6x 205 6.6x 79 6.6x 166 6.6x Com e Serv Other 84.4% 50.9% 37.1% 11.3% 105 2 11 89 10.0x 53 10.0x 39 10.0x 12 10.0x Brazil ∑         2,801 1,050 656 2,158 5.8x 1,330 5.8x 763 5.5x 374 6.2x                               Emgesa Gx 37.7% 21.6% 26.9%   5,541 1,688 629 2,090 11.5x 1,197 11.5x 1,489 11.5x - 11.5x Codensa Dx 47.8% 38.6%   9.2% 3,062 630 434 1,463 8.5x 1,183 8.5x - 8.5x 283 8.5x Colombia ∑         8,602 2,318 1,063 3,553 10.1x 2,380 9.8x 1,489 11.5x 283 8.5x                               Costanera Gx 45.4%   75.7%   96 62 50 44 3.2x - 3.2x 73 3.2x - 3.2x Dock Sud Gx 40.2% 40.2%     115 28 45 46 3.2x 46 3.2x - 3.2x - 3.2x El Chocon Gx 39.2%   65.4%   84 44 40 33 3.2x - 3.2x 55 3.2x - 3.2x TESA Tx 84.4% 50.9% 37.1% 11.3% - 16 26 2 - 13 6.4x - 8 6.4x - 6 6.4x - 2 6.4x CTM Tx 84.4% 50.9% 37.1% 11.3% - 17 25 1 - 14 6.4x - 8 6.4x - 6 6.4x - 2 6.4x Edesur Dx 71.6% 37.6% 0.5% 34.1% 439 168 196 314 3.1x 165 3.1x 2 3.1x 149 3.1x Cemsa Other 82.0% 55.0% 45.0% 0.0% 5 - 1 1 4 3.2x 3 3.2x 2 3.2x - 3.2x Argentina ∑         707 353 334 414 3.2x 198 3.2x 120 3.3x 146 3.1x                               ENI Americas Holding 100.0% 100.0%     1,016 - 1,176 - 16 1,016 9.8x 1,016 9.8x - 9.8x - 9.8x Endesa Americas Holding 60.0%   100.0%   38 - 62 - 2 23 9.8x - 9.8x 38 9.8x - 9.8x Chilectra Americas Holding 99.1%     100.0% - 154 138 - 2 - 153 9.8x - 9.8x - 9.8x - 154 9.8x Holdings ∑         900 - 1,101 - 20 887 9.8x 1,016 9.8x 38 9.8x - 154 9.8x                                   Total ∑         17,124 3,300 2,605 9,733 7.3x 6,541 7.4x 3,918 8.0x 850 5.9x ENI-A2 ENI-A1 EOC-A CHI-A Values at 100% Note: Cachoeira, Fortaleza and Cien multiples have been reduced to half due to a shorter lifetime with respect to the financial projections used for the DCF. US$ Mn E-62


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Valuation of equity interests involved in the merger ii) Multiples of transaction comparables: valuation summary under this methodology Merger by Incorporation in ENI-A US$ Mn Merger value detail at company level US$ Mn LOW CASE (-5% sobre MID) HIGH CASE (+5% over MID) MID CASE E-63


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-64


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Valuation of equity interests involved in the merger iii) Multiples of trading comparables Peru Colombia Brazil Argentina Gx Tx Dx The trading multiples method is based on an analysis of the market price for the equities and their corresponding multiples on a sample of companies that must be similar to the companies under valuation This method is based on the general assumption that the price of the equity in the stock market represents the best proxy for the financial value of a company. In fact, in an efficient speculator-free market, the market price for an equity should reflect investors’ expectations regarding growth of future results of a company, its degree of associated risk and its volatility To apply this method, a series of ratios or multiples on comparable listed companies is generated, including the price (numerator) and a given parameter such as earnings or other financial data (denominator). The average/mean of the ratios obtained is applied consistently to the variables determined for the companies under valuation, so as to obtain a notional value of how the market could value the company The reference multiple used in the valuation of ENI-A, EOC-A and CHI-A is EV/EBITDA E-65


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Valuation of equity interests involved in the merger iii) Multiples of trading comparables: EV/EBITDA multiples Debt/Assets 1) Values max (10.3x) and min (4.8x) excluded from mean 2) Debt / Assets for Argentina: mean of other countries is assumed in order to simulate a long-term Andean Region: EV/EBITDA Mean 9.2x Debt / Assets 28% Brazil: EV/EBITDA Mean 6.9x Debt / Assets 30% Argentina EV/EBITDA Mean 4.1x Debt / Assets 29%(2) Generation Business Transmission Business Distribution Business Brazil EV/EBITDA 7.9x Debt / Assets 28% Argentina EV/EBITDA 3.9x Debt / Assets 28%(2) Brazil EV/EBITDA 4.7x Debt / Assets 25% Argentina EV/EBITDA 4.1x Debt / Assets 25%(2) A. Region EV/EBITDA 7.4x Debt/ Assets 24% 23% 43% 23% 38% 23% 15% 7% 50% 35% 31% 56% 6% 19% 16% 45% 9.2x 6.9x(1) 4.1x 42% 22% 25% 22% 28% 33% 9% 7.9x 7.4x E-66


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Valuation of equity interests involved in the merger iii) Multiples of trading comparables Company Business ENI-A2 ENI-A1 EOC-A CHI-A Equity DFN EBITDA % Equity EV / EBITDA % Equity EV / EBITDA % Equity EV / EBITDA % Equity EV / EBITDA Edegel Gx 58.6% 21.1% 62.5%   2,406 158 271 1,410 9.5x 509 9.5x 1,503 9.5x - 9.5x Chinango Gx 46.9% 16.9% 50.0%   339 31 39 159 9.5x 57 9.5x 170 9.5x - 9.5x Piura Gx 96.5% 96.5%     420 44 49 405 9.5x 405 9.5x - 9.5x - 9.5x Edelnor Dx 75.5% 60.1%   15.6% 1,173 413 214 886 7.4x 705 7.4x - 7.4x 183 7.4x Generalima Other 100.0% 100.0%     - 44 42 - 0 - 44 9.5x - 44 9.5x - 9.5x - 9.5x Caboblanco Other 100.0% 100.0%     8 - 8 - 0 8 9.5x 8 9.5x - 9.5x - 9.5x Peru ∑         4,302 679 572 2,825 8.6x 1,640 8.4x 1,672 9.5x 183 7.4x                               Endesa Brasil Gx 84.4% 50.9% 37.1% 11.3% 60 - 294 - 34 50 6.9x 30 6.9x 22 6.9x 7 6.9x Cachoeira Gx 84.2% 50.8% 37.0% 11.2% 336 - 35 87 283 3.5x 171 3.5x 124 3.5x 38 3.5x Fortaleza Gx 84.4% 51.0% 37.1% 11.3% 232 1 67 196 3.5x 118 3.5x 86 3.5x 26 3.5x Cien Tx 84.4% 50.9% 37.1% 11.3% 237 16 64 200 3.9x 121 3.9x 88 3.9x 27 3.9x Coelce Dx 64.9% 45.2% 21.9% 6.6% 787 323 235 511 4.7x 356 4.7x 172 4.7x 52 4.7x Ampla Dx 92.0% 45.3% 17.4% 36.7% 30 1,037 226 28 4.7x 14 4.7x 5 4.7x 11 4.7x Com e Serv Other 84.4% 50.9% 37.1% 11.3% 72 2 11 61 6.9x 37 6.9x 27 6.9x 8 6.9x Brazil ∑         1,754 1,050 656 1,328 4.2x 846 4.2x 525 4.1x 169 4.4x                               Emgesa Gx 37.7% 21.6% 26.9%   4,263 1,688 629 1,608 9.5x 921 9.5x 1,145 9.5x - 9.5x Codensa Dx 47.8% 38.6%   9.2% 2,597 630 434 1,241 7.4x 1,004 7.4x - 7.4x 240 7.4x Colombia ∑         6,860 2,318 1,063 2,849 8.5x 1,924 8.3x 1,145 9.5x 240 7.4x                               Costanera Gx 45.4%   75.7%   139 62 50 63 4.1x - 4.1x 105 4.1x - 4.1x Dock Sud Gx 40.2% 40.2%     154 28 45 62 4.1x 62 4.1x - 4.1x - 4.1x El Chocon Gx 39.2% 0.0% 65.4% 0.0% 118 44 40 46 4.1x 0 4.1x 77 4.1x - 4.1x TESA Tx 84.4% 50.9% 37.1% 11.3% - 19 26 2 - 16 4.6x - 9 4.6x - 7 4.6x - 2 4.6x CTM Tx 84.4% 50.9% 37.1% 11.3% - 19 25 1 - 16 4.6x - 10 4.6x - 7 4.6x - 2 4.6x Edesur Dx 71.6% 37.6% 0.5% 34.1% 644 168 196 461 4.1x 242 4.1x 3 4.1x 219 4.1x Cemsa Other 82.0% 55.0% 45.0%   6 - 1 1 5 4.1x 4 4.1x 3 4.1x - 4.1x Argentina ∑         1,024 353 334 606 4.1x 288 4.1x 175 4.1x 215 4.1x                               ENI Americas Holding 100.0% 100.0%     1,038 - 1,176 - 16 1,038 8.5x 1,038 8.5x - 8.5x - 8.5x Endesa Americas Holding 60.0%   100.0%   41 62 - 2 25 8.5x - 8.5x 41 8.5x - 8.5x Chilectra Américas Holding 99.1%     100.0% - 152 138 - 2 - 150 8.5x - 8.5x - 8.5x - 152 8.5x Holdings ∑         928 - 1,101 - 20 913 8.5x 1,038 8.5x 41 8.5x - 152 8.5x                                   Total ∑         14,869 3,300 2,605 8,520 6.5x 5,737 6.6x 3,559 7.3x 655 5.2x ENI-A2 ENI-A1 EOC-A CHI-A Source: Bloomberg July 18th, 2016 Note: multiples of Cachoeira, Fortaleza and Cien have been halved due to the shorter useful life of these assets, compared to the financial projections used in the DCF US$ Mn E-67


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Valuation of equity interests involved in the merger iii) Multiples of trading comparables - Generation Company Territorial Presence Brief Description Installed Capacity (MW) XXX Peruvian electrical generation company Runs 2 thermal and 7 hydro power stations Controlled by Grupo Enel 1,800 Isagen Colombian energy generation and trading company Runs 1 thermal and 5 hydro power stations Owned by Canada’s Brookfield equity fund 2,212 Celsia Colombian company focused on energy generation and distribution Runs 2 thermal and 3 hydro power stations Controlled by Grupo Argos 1,777 Mostly in the energy generation and distribution business With operations in Chile, Brazil, Argentina , Peru and Colombia Runs 16 thermal and 11 hydro power stations, and 3 NCRE plants Controlled by Grupo Enel 14,785 Aes Gener Chilean electricity generation company Runs 10 thermal and 2 hydro power stations and 1 NCRE plant Operates in Argentina and Colombia through its subsidiaries Controlled by AES Corp 5,081 Colbun Chilean electricity generation company Runs 5 thermal and 15 hydro power stations and transmission lines Controlled by Grupo Matte 2,962 E-CL Mostly in the energy generation and distribution business Runs 11 thermal and 3 hydro power stations, transmission lines and a gas pipeline Controlled by French group GDF Suez 2,018 Source: Financial reports by the companies, corporate presentations and websites E-68


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Valuation of equity interests involved in the merger iii) Multiples of trading comparables - Generation Company Territorial Presence Brief Description Installed Capacity (MW) EnerSur Peruvian company in the energy generation and distribution business Runs 4 thermal and 1 hydro power stations Controlled by French group Engie 1,952 Pampa Energía Argentinian company in the energy generation, transmission and distribution businesses(1) Runs 4 thermal and 2 hydro power stations Controlled by executives Marcelo Mindlin, Damián Mindlin, Gustavo Mariani and Ricardo Torres 2,217 Central Puerto Argentine energy generation company Runs 3 thermal power stations Controlled by Grupo SADESA 1,795 Endesa Costanera Argentine energy generation company Runs 1 thermal power station Controlled by Grupo Enel 1,138 Engie Tractebel Energia Brazilian energy generation company Runs 3 small thermal power stations, 9 hydro power stations,7 wind farms, 3 biomass stations and 1 solar farm Controlled by French group Engie 7,049 Emae Brazilian energy generation and water control company Runs 1 hydro power station and 3 small hydro power stations Controlled by the State of São Paulo 952 Aes Tiete Brazilian energy generation company Runs 9 hydro power stations and 3 small hydro power stations Subsidiary of US-based AES Corporation 2,658 Source: Financial reports by the companies, corporate presentations and websites 1) Transmission business under the Transener brand. Distribution business under the Edenor brand E-69


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Company Territorial Presence Brief Description Installed Capacity (MW) Electrobras Brazilian company in the energy generation and transmission business It runs 45 hydro and 125 power stations, 8 wind farms and 2 thermonuclear stations. It has 61,000 km of transmission lines Controlled by the State of Brazil 42,987 CPFL Energía Brazilian energy generation and distribution company It runs 48 small hydro, 6 hydro and 2 thermal power stations, 41 wind farms, 8 biomass plants and 1 solar farm. It distributes to 7.6 million customers 3,162 EDP Brazilian energy generation and distribution company It runs 16 hydro and 1 thermal power stations Subsidiary of Energías de Portugal (EDP) 3,809 Copel Brazilian energy generation, transmission and distribution company It runs 18 hydro and 1 thermal power stations and 1 wind farm. It distributes energy to 3.5 million households and has 2,302 km of transmission lines Controlled by the State of Paraná 4,754 Cemig Brazilian energy generation, transmission and distribution company It runs 84 hydro and 3 thermal power stations and 23 wind farms. It has 15,650 km of transmission lines and distributes to over 12 million customers In Chile, it operates a transmission line together with Alusa Controlled by the State of Minas Gerais 7,800 Brazilian generation company It runs 6 hydro power stations Controlled by the State of São Paulo 6,649 Valuation of equity interests involved in the merger iii) Multiples of trading comparables - Generation Source: Financial reports by the companies, corporate presentations and websites E-70


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Company Territorial Presence Brief Description Installed Capacity (MW) ISA Brazilian energy transmission company 18,500 km of transmission lines in 16 Brazilian states Controlled by Colombian-based ISA 18,500 Alupar Brazilian energy generation and transmission company Runs transmission lines in Brazil and Chile It runs 4 hydro and 5 small hydro power stations and 1 wind farm in Brazil, Colombia and Peru, totaling 687 MW of installed capacity Controlled by Brazilian holding Guarupart 5,723 TGS Argentine NG transmission production and trading company Largest NG supplier in Argentine, runs three gas pipelines for a total 7,935 km of pipeline Controlled by CIESA 7,925 Transener Argentine energy transmission company 14,385 km of HV transmission lines in Argentina Controlled by Pampa Energía 14,385 Valuation of equity interests involved in the merger iii) Multiples of trading comparables - Transmission Source: Financial reports by the companies, corporate presentations and websites E-71


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Valuation of equity interests involved in the merger iii) Multiples of trading comparables - Distribution Company Territorial Presence Brief Description Customers (# million) Luz del Sur Peruvian energy distribution company Distributes energy in 30 districts of the province of Lima Controlled by Sempra Energy International (US) 1.1 Edelnor Peruvian energy distribution company, a subsidiary of Enersis Americas Distributes energy in 52 districts Controlled by Grupo Enel 1.3 Light Brazilian energy distribution and generation company Distributes energy in the State of Rio de Janeiro It runs two hydro power stations and two pumping stations Controlled by Brazilian generator CEMIG 4.2 Equatorial Brazilian energy distribution holding Distributes to 4.5 million customers in the States of Maranhão (through CEMAR) and Pará (through CELPA) Main shareholders: Squadra Investimentos, Opportunity and GIC 4.5 Coelce Brazilian energy distribution company Distributes energy in the State of Caerá Controlled by Grupo Enel 3.8 Edenor Argentine energy distribution company Distributes energy in 21 municipalities of the province of Buenos Aires Controlled by Argentine generator Pampa Energía 2.8 Edesur Argentine energy distribution company Distributes energy in the province of Buenos Aires Controlled by Grupo Enel 2.5 Source: Financial reports by the companies, corporate presentations and websites E-72


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Valuation of equity interests involved in the merger iii) Multiples of trading comparables: valuation summary under this methodology Merger by Incorporation in ENI-A US$ Mn Merger value detail at company level US$ Mn LOW CASE (-5% over MID) HIGH CASE (+5% over MID) MID CASE E-73


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-74


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Valuation of equity interests involved in the merger iv) Analysts’ target prices and SOTP Analysts (or “sell-side analysts”) try to prepare and subsequently advise investors on various viewpoints with regard to the value, risks and volatility of a given company, in order to provide advice to investors in their decision to buy, sell, short sell, hold or simply avoid a given equity in a company To collect the necessary information for an analysis, analysts often review reports and news on the companies being studied and other aspects of relevance for the industry. Moreover, they participate in management conferences Analysts prepare reports on the companies and industries being covered, in order to provide recommendations to investors (buy, sell or hold) and provide a price reference at which they value the equity (“target price”) with the relevant premium/discount vs. the current equity price. These reports may be accessed through various different sources. Moreover, stock brokerage firms often offer these reports to their clients free of charge The sum-of-the-parts method (“SOTP”) generates an indicative value for the company, adding the value of its segments, subsidiaries or assets individually to the total value of the company This methodology may be useful for the following groups: Prospective buyers may want to use this methodology as a preliminary stage for corporate restructuring Investors may be interested in using it because a business being traded for less than the sum of its parts could be “cheap” Santander has used the following methodology to value the Americas vehicles: ENI-A2: average target prices by JPMorgan, Scotiabank, Banco Bice and Banco Security ENI-A1: implied value calculated by Santander EOC-A: average target prices by JPMorgan and Scotiabank CHI-A: SOTP obtained by Scotiabank research E-75


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Valuation of equity interests involved in the merger iv) Analysts’ target prices and SOTP (US$m) ENI-A2 ENI-A1 EOC-A CHI-A Mean: US$8,849 Mn Mean: US$3,861 Mn Mean: US$926 Mn Implied ENI-A1 = ENI-A2 - 60% of EOC-A – 99,1% of CHI-A Mean: US$5,615 Mn Target Price (CLP) Source: Bloomberg, July 18st, 2016 128 110 119 115 316 300 The proforma equity value takes into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger. The unadjusted value of Scotiabank was US$ 1,110 Mn E-76


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Valuation of equity interests involved in the merger iv) Analysts’ target prices and SOTP: valuation summary under this methodology Merger by Incorporation in ENI-A US$ Mn Merger value detail at company level US$ Mn LOW CASE (-5% over MID) HIGH CASE (+5% over MID) MID CASE E-77


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger Results 10. Appendix E-78


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Valuation of equity interests involved in the merger v) Trading history of ENI-A, EOC-A and CHI-A Source: Bloomberg, June 21, 2016 Share performance evolution Historical Behavior - % Change 100 Base Since ENI-A / EOC-A went public Price(local currency) % Change 1 Week 1 Month Since Apr-21-16 IPSA 1.8% 3.2% 4.3% Enersis Chile 3.1% 2.4% (12.2%) Endesa Chile (0.1%) (3.2%) (4.0%) Enersis Americas 1.4% 1.2% 5.5% Endesa Americas 1.3% 3.9% 5.2% Colbun 2.5% (1.1%) (5.6%) AES Gener 0.8% 1.5% (0.7%) ECL 0.5% 8.7% 7.0% ENEL 2.7% 4.4% 3.0% Mean 1.6% 2.3% 0.3% 76.5 4,108.7 115.5 311.2 602.1 161.9 319.8 4,0 1,214.8 E-79


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Valuation of equity interests involved in the merger v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables Source: Bloomberg, July 20, 2016 Historical Share Price - % Change % Change 1 Week 1 Month 3 Months 6 Months 1 Year 5 Years Generation Mean 2.7% 5.5% 1.1% 13.7% 9.4% 63.0% ENDESA Chile (0.1%) (3.2%) - - - - ENDESA Americas 1.3% 3.9% - - - - ENERSIS Chile 3.1% 2.4% - - - - ENERSIS Americas 1.4% 1.2% - - - - Colbun 2.5% (1.1%) (7.9%) 0.3% (13.5%) 24.4% E,CL 0.5% 8.7% 7.9% 26.3% 33.1% (3.9%) AES Gener 0.8% 1.5% (3.2%) 3.8% (11.6%) 15.2% Peru Engie Perú 2.8% 1.7% (3.4%) 14.0% (1.7%) Edegel 2.8% 12.0% 11.5% 16.5% (21.0%) 70.6% Isagen 8.7% 8.7% 8.8% 17.1% 61.5% 95.2% Celsia (0.9%) (1.4%) (2.4%) 27.8% (8.1%) (17.4%) Brazil CPFL Energia 1.2% 12.7% 0.7% 35.5% 5.5% (7.7%) Cemig 14.2% 22.1% (21.4%) 8.8% (44.9%) (78.6%) Copel 11.5% 24.8% 1.4% 24.4% (14.7%) (22.2%) EDP Brasil 4.2% 9.5% (0.5%) 9.4% 14.4% (65.0%) CESP (0.9%) (3.2%) (31.7%) (9.6%) (40.9%) (63.8%) Tractebel (2.5%) 0.1% 4.5% 16.0% 12.5% 43.6% AES Tiete 4.0% 1.4% (4.4%) 4.4% (18.6%) (40.2%) Argentina Pampa (4.4%) (3.8%) 41.9% 30.5% 96.5% 550.0% Endesa Costanera (1.4%) 16.9% (1.4%) (1.4%) 43.4% 35.5% Central Puerto 10.8% 18.2% 20.6% 22.9% 79.9% 511.3% Transmission Mean 3.5% 3.3% 10.7% 23.7% 32.6% 189.6% Brazil CTEEP 2.3% 2.8% 25.1% 40.9% 53.9% 35.6% Alupar 7.8% 17.8% 15.9% 42.6% (6.5%) (14.1%) Taesa 2.5% 8.0% (1.8%) 18.9% (8.8%) (41.4%) Argentina TGS 3.9% (7.0%) 7.6% 19.2% 79.3% 537.8% Transener 1.0% (4.8%) 6.9% (3.2%) 45.2% 429.9% Distribution Mean 10.3% 9.7% 20.3% 19.1% 14.7% 100.6% Peru Luz del Sur (0.8%) (3.5%) 16.7% 4.0% (7.0%) 60.3% Edelnor Sede (0.4%) (3.6%) 17.7% 13.9% (2.6%) 71.2% Brazil AES Eletropaulo 24.7% 21.9% (0.2%) 5.5% (51.2%) (77.2%) Coelce 3.0% 8.1% 7.0% 18.4% 1.0% 25.3% Eletrobras 26.5% 36.5% 56.4% 66.0% 94.6% (28.6%) Argentina Edenor 8.6% (1.5%) 24.4% 6.9% 53.2% 552.7% E-80


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Valuation of equity interests involved in the merger v) Market valuation of ENI-A y EOC-A Source: Company Information, Equity Research, and Bloomberg, July 18th, 2016. Fx USD/CLP 654.2 closing at June 2016 in order to make it comparable with the DCF analysis. 1) Market value of minority interests from the P/VL ratio of each company. Summary (US$m) Market Capitalization 8,854 3,972 785 Minority Interests Book Value 2,221 1,173 - Market Value(1) 3,592 2,480 - Net Debt / (Cash) 2,199 1,503 (28) Firm Value Book Value 13,275 6,648 756 Market Value 14,645 7,955 756 EBITDA 2016E 2,522 1,064 - EV/EBITDA 2016E Book Value 5.3x 6.2x   Market Value 5.8x 7.5x   P/VL 1.6x 2.1x 1.1x Given the importance of minority interests in enterprise value, we note the range of values between the book and market values of minority interests To calculate the market value of minority interests, we have taken the current book value of minority interests and applied it the P/BV multiple of each entity CHI-A is listed on the Santiago Exchange but lacks trading presence E-81


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of Trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-82


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Valuation of equity interests involved in the merger vi) WACC WACC Ke D / (D+E) (1-T) x Kd E / (D+E) x x + Market Risk Premium Leveraged Beta Company risk premium Risk-free Rate Interest rate Tax rate WACC (Weighted average cost of capital) is the minimum rate of return that a company must attain with a given asset to meet the expectations of its creditors, shareholders and other capital providers The D/(D+E) ratio represents the financial structure of the valued company, calculated considering its optimal long-term structure. It is common market practice to use a “target financial structure” (e.g. the financial structure the company must have to maintain a financial position able to generate value for shareholders in the long term) Kd is the cost of debt, basically the interest rate at which the company is financed through funds borrower from third parties (e.g. banks, bondholders, etc.) Ke is the return demanded of company equities, basically the rate of return on the investments that the shareholders require in exchange for owning the equities and assuming the risk this entails + x CAPM(1) 1) Capital Asset Pricing Model E-83


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WACC generation business US T-Bond 1.69% 1.69% 1.69% 1.69% Country Risk premium 2.04% 3.94% 2.79% 5.05% Unlevered Beta 0.72 0.64 0.72 0.84 D/E 36% 42% 36% 38% Levered Beta 0.91 0.82 0.89 1.05 Risk premium (MRP)(1) 7.0% 7.0% 7.0% 7.0% Additional premium for Country Risk 3.00% Equity rate (Ke) 10.1% 11.4% 10.7% 17.1% US T-Bond + EMBI 3.7% 11.3% 4.5% 7.1% Spread 200pbs 200pbs 200pbs 200pbs Interest rate (Kd) 5.7% 13.3% 6.5% 9.1% After tax interest rate (Kd *(1-t)) 4.1% 8.8% 4.3% 5.9% D/D+E 27% 30% 27% 28% E/D+E 73% 70% 73% 72% Tax rate 28% 34% 34% 35%         WACC (nominal US$) 8.5% 10.6% 9.0% 14.0% Valuation of equity interests involved in the merger vi) WACC for generation business 1) Ibottson Source: Bloomberg as of July 18th 2016 Comps Ke Kd Risk free: UST 10y bond (L3M avg.) Country Risk: JP Morgan EMBI (L3M avg.) Unlevered beta: average of territorial market comparables by geography % Debt: average of territorial market comparables by geography (Argentina: % leverage as average for Brazil , Peru and Colombia as LT proxy) Argentina is applied an additional 300 bps country risk due to future political-regulatory uncertainty Peru: UST bond + EMBI + 200 bps spread Brazil: CDI 2016 projection, 13.75% in BRL (Santander) converted into US$ subtracting the BRL/US inflation spread + 200 bps spread Colombia: UST bond + EMBI + 200 bps spread Argentina: 2016 sovereign bond yield in US$ + 200 bps spread E-84


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WACC distribution business US T-Bond 1.69% 1.69% 1.69% 1.69% Country Risk premium 2.04% 3.94% 2.79% 5.05% Unlevered Beta 0.56 0.49 0.56 0.83 D/E 31% 33% 31% 32% Levered Beta 0.68 0.60 0.67 1.01 Risk premium (MRP)(1) 7.0% 7.0% 7.0% 7.0% Additional premium for Country Risk 3.0% Equity rate (Ke) 8.5% 9.9% 9.2% 16.8% US T-Bond + EMBI 3.7% 11.3% 4.5% 7.1% Spread 200pbs 200pbs 200pbs 200pbs Interest rate (Kd) 5.7% 13.3% 6.5% 9.1% After tax interest rate (Kd *(1-t)) 4.1% 8.8% 4.3% 5.9% D/D+E 24% 25% 24% 24% E/D+E 76% 75% 76% 76% Tax rate 28% 34% 34% 35%         WACC (nominal US$) 7.5% 9.6% 8.0% 14.2% Valuation of equity interests involved in the merger vi) WACC for distribution business Ke Kd Comps Risk free: UST 10y bond (L3M avg.) Country Risk: JP Morgan EMBI (L3M avg.) Unlevered beta: average of territorial market comparables by geography % Debt: average of territorial market comparables by geography (Argentina: % leverage as average for Brazil , Peru and Colombia as LT proxy) Argentina is applied an additional 300 bps country risk due to future political-regulatory uncertainty Peru: UST bond + EMBI + 200 bps spread Brazil: CDI 2016 projection, 13.75% in BRL (Santander) converted into US$ subtracting the BRL/US inflation spread + 200 bps spread Colombia: UST bond + EMBI + 200 bps spread Argentina: 2016 sovereign bond yield in US$ + 200 bps spread 1) Ibottson Source: Bloomberg as of July 18th 2016 E-85


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WACC transmission business US T-Bond 1.69% 1.69% Country Risk premium 3.94% 5.05% Unlevered Beta 0.60 1.01 D/E 39% 39% Levered Beta 0.75 1.26 Risk premium (MRP)(1) 7.0% 7.0% Additional premium for Country Risk 3.0% Equity rate (Ke) 10.9% 18.6% US T-Bond + EMBI 11.3% 7.1% Spread 200pbs 200pbs Interest rate (Kd) 13.3% 9.1% After tax interest rate (Kd *(1-t)) 8.8% 5.9% D/D+E 28% 28% E/D+E 72% 72% Tax rate 34% 35%         WACC (nominal US$) 10.3% 15.1% Valuation of equity interests involved in the merger vi) WACC for transmission business Comps Ke Kd Risk free: UST 10y bond (L3M avg.) Country Risk: JP Morgan EMBI (L3M avg.) Deleveraged beta: average of territorial market comparables by geography % Debt: average of territorial market comparables by geography (Argentina: % leverage as average for Brazil , Peru and Colombia as LT proxy) Argentina is applied an additional 300 bps country risk due to future political-regulatory uncertainty Peru: N/A Brazil: CDI 2016 projection, 13.75% in BRL (Santander) converted into US$ subtracting the BRL/US inflation spread + 200 bps spread Colombia: N/A Argentina: 2016 sovereign bond yield in US$ + 200 bps spread 1) Ibottson Source: Bloomberg as of July 18th 2016 E-86


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-87


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Holding discount and liquidity Holding discount considerations (1) NAV: “Net Asset Value”, i.e. the sum of the market values of underlying assets, minus net financial debt Holding discount definition The holding discount, defined as the % difference between NAV(1) and the trading value of a company, in Santander’s opinion, is due mostly to the following factors: Waterfall effect of the corporate organizational chart Complex corporate structure, through corssed company holdings Distance from consolidating vehicles of the OpCo’s Investor access, at the level of listed holdings or else listed OpCo’s Different liquidities between holdings and OpCo’s Additional expenses at the holding level above and beyond the expenses incurred by the OpCo’s Comparables analysis In Chile, there are several cases of holdings trading at a discount compared to their OpCo’s. For this report, we analyzed the following cases: Antarchile (42%): main holding of the Angelini family, with controlling interests in Empresas Copec, among others Quiñenco (31%): main holding of the Luksic family, with controlling and co-controlling interests in Banco de Chile, CCU, Enex, CSAV, SAAM, Invexans and Techpack, among others Almendral (28%): holding with controlling interests mostly in Entel IAM (11%): holding with a controlling interest in Aguas Andinas E-88


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Holding discount and liquidity Holding discount conclusions Treatment of holding discount by Independent Valuators in phase I of Carter II Conclusion and choice of methodology The Independent Valuators for the first phase of the Carter II Project were not unanimous on how to treat this discount. Moreover, one must bear in mind that, at the pre-merger stage, the Americas vehicles did not exist yet or else had been recently created after the spin off. Any consideration on the holding discount related more to Enersis Chile and Endesa Chile To clarify the methodologies previously used by the independent valuators for the holding discount for phase I of Carter II, please find below a brief summary of each: Tyndall: It applied a DCF value and market multiples. They estimate an aggregate holding discount of 16% for EOC Chile and 31% for ENI (applying market multiple values), but did not provide a discount for the Americas Deutsche Bank: It did not value the holding discount specifically. It applied a DCF range based on whether there is control or not BofA Merril Lynch: 16.9% holding discount for ENI Chile, but none for the Americas IMTrust: It assumed a 0% holding discount for EOC Chile and CHI Chile. EOC-A and CHI-A would carry an implied discount of 22% Colin Baker (PwC): It did not value the holding discount specifically. It applied a DCF value Rafael Malla (Deloitte): It did not value the holding discount specifically. It applied a DCF value Mario Torres (KPMG): It did not value the holding discount specifically. It applied a DCF value In the specific case of the potential holding discount for ENI-A and EOC-A, Santander is of the opinion that its quantification could lead to an error in the calculation methodology. This is due mostly to the following: The discounts arising from the difference between the fair equity value calculated by Santander (“DCF”) and the trading value of ENI-A and EOC-A, are very similar (ENI-A ~ -5% vs EOC-A ~ -7% on average since they started trading) Although the current corporate structure could be indicative of greater subordination by ENI-A compared to EOC-A, one must take into account that ENI-A has significant direct holdings in operational assets and not only through EOC-A and/or CHI-A. This should reduce or virtually eliminate an additional holding discount for ENI-A compared to EOC-A The cases of comparable holdings analyzed show discounts ranging from 11% to 42% compared to the equity value of the companies that consolidate therein It should be noted that, in addition, the holding costs of the 3 Americas vehicles have already been incorporated into the DCF valuations and these assume a higher holding-level adjustment for ENI-A compared to the two other entities involved in the merger E-89


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Holding discount and liquidity Holding discount analysis Source: Bloomberg as of July 21st 2016. Companies Financial Statements Note: Recent capital increase in Entel (US$ 515 Mn) was not taken into consideration for computing Almendral’s holding discount Evolution of relevant holding discounts in Chile (Last 12 months) Holding discounts – Last 12 months average Average Max Min Current Quiñenco 30.9% 33.7% 34.3% 32.5% Antarchile 41.6% 43.6% 37.7% 42.2% IAM 11.2% 11.2% 11.4% 12.3% Almendral 27.7% 30.4% 29.2% 32.0% Average 27.8% 29.7% 28.1% 29.8% Median 29.3% 32.0% 31.8% 32.3% Sample average: 27.8% 43% 31% 31% 12% E-90


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Holding discount and liquidity Liquidity analysis Companies liquidity (ADTV US$ Mn) Companies weight in IPSA index Source: Bloomberg as of July 18th 2016 Exchange rate: USD/CLP: $650.58 Note: IPSA companies with liquidity > US$ 1 Mn Enersis and Endesa pre spinoff use12-month liquidity before the spinoff (21/04/15-20/04/2016). Post Merger #18 #12 #7 #8 #3 #1 #3 Enersis Américas Endesa Chile Enersis Chile Endesa Américas Resto IPSA Before restructuring (April 16) Current situation (June 16) Post-merger estimate After spin-off Before spin-off E-91


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Holding discount and liquidity Liquidity analysis ADTV (US$ MM) ~ 04/21/16 - Current Bubble size: market cap (US$ Mn) Free Float (US$ Mn) - - After the spinoff, liquidity at the companies has diminished. Once they merge, the liquidity of the new Enersis Americas should increase and signal its comeback among top-ranking companies in the index Liquidity 26d ADTV (US$ Mn) Source: Bloomberg as of July 18th 2016 Exchange rate: USD/CLP: $650.58 Note: IPSA companies with liquidity > US$ 1 Mn Enersis and Endesa pre spinoff use12-month liquidity before the spinoff (20/04/2016). Market cap at 18/07/16 SQM Censosud Empresas Copec Falabella Colbún Banco Santander Latam Entel Itaú Sonda Ripley Aguas Andinas ENI Americas Post Merger Endesa pre spinoff CCU Enersis pre spinoff AES Gener BCI Banco Chile CMPC E.CL Parque Arauco Viña CyT E-92


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-93


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Merger results Merger in ENI-A: DCF outputs Control Case Discounted cash flows – US$ Mn ENI-A2 EOC-A CHI-A Holding ENI-A2 Holding EOC-A Holding CHI-A The proforma equity value takes into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger E-94


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Merger results Valuation methodologies outcomes - US$ Mn 1) Implied values 2) Highly illiquid / irrelevant trading volumes 3) Market price considers that Chilectra would distribute an extraordinary dividend of CLP$ 120Bn (US$ 183 Mn) * Values as of July 20th 2016 E-95


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Post-merger shareholders Shareholder’s detail for each vehicle Merger results Merger in ENI-A: DCF case - No Control Merger by incorporation into ENI-A (equity value level) – US$ Mn US$ 10,343 Mn ENI-A Equity US$ Mn % Enel 5,319 60.6% AFPs 1,013 11.6% ADRs 859 9.8% Others 1,582 18.0% Total 8,773   EOC -A Equity US$m % Enersis 2,344 60.0% AFPs 616 15.8% ADRs 118 3.0% Others 829 21.2% Total 3,908   CHI -A Equity US$m % Enersis 664 99.1% Others 6 0.9% Total 670   ENI-A – MergeCo Equity US$ Mn % Enel 5,319 51.4% AFPs (ENI-A) 1,013 9.8% ADRs (ENI-A) 859 8.3% Others (ENI-A) 1,582 15.3% AFPs (EOC-A) 616 6.0% ADRs (EOC-A) 118 1.1% Others (EOC-A) 829 8.0% Others (CHI-A) 6 0.1% Total 10,343 100.0% ENI-A – Summary MergeCo Equity US$ Mn % Enel 5,319 51.4% AFPs 1,630 15.8% ADRs 978 9.5% Others 2,417 23.4% Total 10,343 100.0% US$ 10,343 Mn Note: ENI-A2, EOC-A y CHI-A values used for the exchange of shares consider a tax benefit of US$ 96 Mn for ENI-A2, US$ 132 Mn for EOC-A and US$ 17 Mn for CHI-A E-96


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Merger results Merger in ENI-A: DCF case - No Control Merger by incorporation into ENI-A (number of shares level) ENI-A post-merger: MergeCo ENI-A pre-merger ENI-A post-merger: MergeCo At different shareholders’ level At shareholding company level ENI-A shareholders ENI-A # of shares % Enel 29,762 60.6% AFPs 5,671 11.6% ADRs 4,809 9.8% Others 8,851 18.0% Total 49,093 100.0% ENI-A - MergeCo # of shares % Enel 29,762 51.4% AFPs 5,671 9.8% ADRs 4,809 8.3% Others 8,851 15.3% EOC-A 40% 8,750 15.1% CHI-A 0.9% 34 0.1% Total 57,877 100% ENI-A # of shares % ENI-A 49,093 84.82% EOC-A 40% 8,750 15.12% CHI-A 0.9% 34 0.06% Total 57,877   Note: ENI-A2, EOC-A y CHI-A values used for the exchange of shares consider a tax benefit of US$ 96 Mn for ENI-A2, US$ 132 Mn for EOC-A and US$ 17 Mn for CHI-A E-97


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Merger results Merger in ENI-A: DCF case- Control Post-merger shareholders Shareholder’s detail for each vehicle Merger by incorporation into ENI-A (equity value level) – US$ Mn US$ 10,454 Mn ENI -A Equity US$ Mn % Enel 5,323 60.6% AFPs 1,014 11.6% ADRs 860 9.8% Others 1,583 18.0% Total 8,780   EOC -A Equity US$ Mn % Enersis 2,500 60.0% AFPs 657 15.8% ADRs 126 3.0% Others 885 21.2% Total 4,167   CHI -A Equity US$ Mn % Enersis 639 99.1% Others 6 0.9% Total 645   ENI-A – MergeCo Equity US$ Mn % Enel 5,323 50.9% AFPs (ENI-A) 1,014 9.7% ADRs (ENI-A) 860 8.2% Others (ENI-A) 1,583 15.1% AFPs (EOC-A) 657 6.3% ADRs (EOC-A) 126 1.2% Others (EOC-A) 885 8.5% Others (CHI-A) 6 0.1% Total 10,454 100.0% ENI-A – Summary MergeCo Equity US$ Mn % Enel 5,323 50.9% AFPs 1,671 16.0% ADRs 986 9.4% Others 2,473 23.7% Total 10,454 100.0% US$ 10,454 Mn Note: ENI-A2, EOC-A y CHI-A values used for the exchange of shares consider a tax benefit of US$ 96 Mn for ENI-A2, US$ 132 Mn for EOC-A and US$ 17 Mn for CHI-A E-98


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Merger results Merger in ENI-A: DCF case- Control Merger by incorporation into ENI-A (number of shares level) ENI-A post-merger: MergeCo ENI-A pre-merger ENI-A post-merger: MergeCo ENI-A # of shares % Enel 29,762 60.6% AFPs 5,671 11.6% ADRs 4,809 9.8% Otros 8,851 18.0% Total 49,093 100.0% ENI-A - MergeCo # of shares % Enel 29,762 50.9% AFPs 5,671 9.7% ADRs 4,809 8.2% Others 8,851 15.1% EOC-A 40% 9,325 16.0% CHI-A 0.9% 33 0.1% Total 58,451 100% ENI-A # of shares % ENI-A 49,093 83.99% EOC-A 40% 9,325 15.95% CHI-A 0.9% 33 0.06% Total 58,451   Note: ENI-A2, EOC-A y CHI-A values used for the exchange of shares consider a tax benefit of US$ 96 Mn for ENI-A2, US$ 132 Mn for EOC-A and US$ 17 Mn for CHI-A At different shareholders’ level At shareholding company level ENI-A shareholders E-99


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Merger results Merger in ENI-A: conclusions on shares exchange ratio Methodology Equity value (US$m Share exchange Merged ENI-A (% stake) Market trading value Case 1 - DCF no control Case 2 – DCF control ENI-A2 EOC-A CHI-A EOC-A Shareholder Proposed Exchange Average – other methodologies US$ Mn Stock Price (CLP$) 20/07/2016(1) Controller ENI-A Minorities EOC-A Minorities % ENI-A Stock Price (CLP$) Stock Price (CLP$) Stock Price (CLP$) Trading values at current date Discounted free cash flow values – Does not distinguish between controlling and non-controlling stakes Discounted free cash flow values – Does distinguish between controlling and non-controlling stakes Shareholder meeting proposed exchange Weighted average trading comparable multiples, comparable transactions multiples and target prices Note: values include the agreed tax benefit for the merger. For CHI-A, values take into account an extraordinary dividend of CLP$ 120 Bn (US$ 183 Mn) which will be distributed before the merger 1) In the case that the agreed tax benefit for the merger and the extraordinary dividend for CHI-A are not considered, the stock prices would be: ENI-A2 = $ 115.5; EOC-A = $ 311.2; CHI-A = $446.0 8,760 4,033 618 2.8 51.2% 33.2% 15.5% 84.4% 116.7 321.7 351,4 8,773 3,908 670 2.7 51.4% 33.4% 15.1% 84.8% 116.9 311.7 381.1 8,780 4,167 645 2.8 50.9% 33.1% 16.0% 84.0% 117.0 332.4 366.5 9,130 3,912 827 2.6 51.7% 33.6% 14.6% 85.4% 121.7 312.0 470.2 8,780 4,239 863 2.8 50.8% 33.0% 16.2% 83.7% E-100


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Merger results Conclusions and considerations on corporate interests in the operation This independent valuation has been prepared by Banco Santander Chile S.A. (“Santander”), at the express request of the Board of Endesa Americas S.A. (“Endesa”) In preparing the independent valuation of the operations comprising the Merger, we used Discounted Cash Flow (DCF) as well as methods and market benchmarks that support DCF (multiples of comparable transactions, multiples of traded variables, market value, review of research analyst documentation and analyses of independent valuation reports) Santander is of the opinion that the Merger is a sensitive process for shareholders in the various companies involved, in particular for shareholders with minority interests. Consequently, we must address economic, market, regulatory and strategic aspects to attain an exchange of shares between the parties involved, at a fair value. For Santander, this value is equivalent to: 2.6 – 2.8 shares in Enersis Americas = 1 share in Endesa Americas (minority interests in EOC-A between 14.6%-16.0%) Assuming the above is complied with, the Merger will be positive and therefore contribute to the interest of Endesa Americas and the shareholders involved, taking into account the following: Withdrawal right to be potentially exercised by the shareholders of Enersis Americas, Endesa Americas and Chilectra Americas as a result of the Merger, not to exceed 10.00%, 10.00% and 0.91% respectively The Board of Enersis Americas announced it intended to submit a tender offer (OPA) for all the shares and ADRs issued by Endesa Americas not held by Enersis Americas, at a price of CLP 285 per share. The OPA to be contingent upon approval of the Merger by the shareholders of Enersis Americas, Endesa Americas and Chilectra Americas, and fulfillment of the first Withdrawal Right condition The controlling shareholder of Enel S.p.A. said that the notional exchange ratio announced for the merger is favorable to the interests of all shareholders, and that it would consequently vote in favor of the Merger at the relevant extraordinary shareholders’ meeting E-101


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Table of contents 1. Glossary 2. Introduction 3. Executive summary 4. Analysis of Enersis corporate restructuring process 5. Regulatory matters 6. Description of the companies 7. Valuation of equity interests involved in the merger i) Discounted cash flow ii) Multiples of transaction comparables iii) Multiples of trading comparables iv) Analysts’ target prices and SOTP v) Trading history of ENI-A, EOC-A and CHI-A vs. LatAm Comparables vi) WACC 8. Holding discount and liquidity 9. Merger results 10. Appendix E-102


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DETAIL Comparable transactions multiples E-103


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Appendix Independent evaluators reports: stage 1 of Carter II Note: Adjusted average does not consider the values submitted by Tyndall and Deloitte, the highest and lowest of all cases, respectively. ENI-A2 (US$ Bn) ENI-A1 100% (US$ Bn) EOC-A 100% (US$ Bn) CHI-A 100% (US$ Bn) This valuation reference considers the result of the valuations conducted in the first phase of Carter II by the Independent Valuator Banks and Independent Appraisers In this first phase of Carter II, the operation perimeter was wider, including the Chilean assets of Enersis, Endesa and Chilectra, as well as their international stakes For this report, Santander has only considered the interests involved in the merger among ENI-A, EOC-A and CHI-A As evident from the following analysis, the vast majority of Evaluators have valued the assets of the Americas vehicles at the level of each individual geography and company (in some cases, companies with less relative weight have been grouped in the “Rest” category) In the reports issued by Colin Baker (PwC) and Rafael Malla (Deloitte), Argentina was not considered in the valuation The Evaluators who did not submit this report using DCF methodology for each asset have been excluded from our analysis In the valuation of some of these vehicles (ENI-A2, ENI-A1,EOC-A, CHI-A), it was not expressly submitted and it was hence recalculated implicitly by Santander in order that the analysis be as exhaustive as possible E-104


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2) 1) Appendix Independent evaluators reports: stage 1 of Carter II(3) 1) In its report, Tyndall presents values proportional to equity values of companies at ENI-A2 and EOC-A level; Santander has re-computed the values for ENI-A1 y CHI-A 2) Deutsche Bank reports values proportional to equity values of companies at ENI-A1, EOC-A and CHI-A level; Santander has re-computed the values for ENI-A2 3) BofAML y IMTrust do not report DCF values at enterprise level by country. Santander has decided not to include their report in this analysis. Company Business ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A Edegel Gx 58.6% 21.1% 62.5%   1,311 473 1,397 - 1,245 449 1,327 - Chinango Gx 46.9% 16.9% 50.0%   181 65 193 - 172 62 184 - Piura Gx 96.5% 96.5%     178 178 - - 166 166 - - Edelnor Dx 75.5% 60.1%   15.6% 1,137 904 - 235 1,436 1,143 - 296 Generalima Other 100.0% 100.0%     - - - - - 125 - 125 - - Caboblanco Other 100.0% 100.0%     - - - - - - - Resto Other         - - - - 28 19 - 8 Peru ∑         2,807 1,621 1,590 235 2,921 1,714 1,511 304                 Endesa Brasil Gx 84.4% 50.9% 37.1% 11.3% 69 42 30 9 103 62 45 14 Cachoeira Gx 84.2% 50.8% 37.0% 11.2% 358 216 158 48 391 236 172 52 Fortaleza Gx 84.4% 51.0% 37.1% 11.3% 274 166 120 37 293 177 129 39 Cien Tx 84.4% 50.9% 37.1% 11.3% 267 161 118 36 248 150 109 33 Coelce Dx 64.9% 45.2% 21.9% 6.6% 523 364 176 53 751 523 253 77 Ampla Dx 92.0% 45.3% 17.4% 36.7% 631 310 119 251 551 271 104 220 Com e Serv Other 84.4% 50.9% 37.1% 11.3% 80 48 35 11 105 63 46 14 Resto Other         - - - - - - - - Brazil ∑         2,202 1,308 756 445 2,442 1,482 858 450                         Emgesa Gx 37.7% 21.6% 26.9%   1,667 955 1,187 - 1,786 1,023 1,274 - Codensa Dx 48.4% 39.1%   9.4% 1,400 1,132 - 270 1,668 1,349 - 322 EEC Dx 19.5% 15.8%   3.8% 6 5 - 1 15 11 - 3 Resto Other         - - - - - - - - Colombia ∑         3,073 2,092 1,187 272 3,469 2,383 1,274 325                         Costanera Gx 45.4%   75.7%   62 0 103 - 74 - 123 - Dock Sud Gx 40.2% 40.2%     50 50 - - 55 55 - - El Chocon Gx 39.2%   65.4%   129 0 215 - 138 - 229 TESA Tx 84.4% 50.9% 37.1% 11.3% - 6 - 4 - 3 - 1 - 12 - 7 - 5 - 2 CTM Tx 84.4% 50.9% 37.1% 11.3% - 8 - 5 - 3 - 1 - 12 - 7 - 5 - 2 Edesur Dx 71.6% 37.6% 0.5% 34.1% 182 95 1 87 67 35 - 31 Cemsa Other 82.0% 55.0% 45.0%   - - - - 10 7 6 - Otros Other 100.0% 100.0% 100.0%   - - - - - 4 - - 4 - Resto Other         - - - - - - - - Argentina ∑         409 137 313 85 316 83 344 27                         ENI-A Holding 100.0% 100.0%     758 790 - - 837 842 - - EOC-A Holding 60.0%   100.0%   - - - 14 - - - 12 - CHI-A Holding 99.1%     100.0% - - - - 24 - - - - 12 Holdings ∑         758 790 - 14 - 24 837 842 12 - 12                             Total ∑         9,249 5,947 3,832 1,012 9,986 6,504 4,000 1,094 US$ Mn E-105


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Appendix Independent evaluators reports: stage 1 of Carter II 1) Colin Baker reports values proportional to equity values of the companies at ENI-A2, EOC-A and CHI-A levels; Santander has re-computed the values for ENI-A1 2) Rafael Malla reports values in US$ Bn, rounded to 1 decimal. Santander has taken these values into consideration and has weighted them by their respective stakes. Stake values could not match exactly with the ones used in Deliotte’s financial models due to this numerical approximation. 3) Mario Torres groups certain companies by country in a category called “Resto” (Remainder). Santander has respected this method and thus has not distributed these values at company level as the other independent evaluators did. 3) Mario Torres 2) Rafael Malla 1) Colin Baker Company Business ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A ENI-A2 ENI-A1 EOC-A CHI-A Edegel Gx 58.6% 21.1% 62.5% 1,391 502 1,483   1,113 402 1,187 - 1,442 520 1,537 - Chinango Gx 46.9% 16.9% 50.0% 152 55 162   141 51 150 - - - - - Piura Gx 96.5% 96.5% 216 216     97 97 - - - - - - Edelnor Dx 75.5% 60.1% 15.6% 816 649   168 831 661 - 171 709 564 - 146 Generalima Otros 100.0% 100.0%         - - - - - - - - Caboblanco Otros 100.0% 100.0% 8 8     - - - - - - - - Resto           - 27 - 36   9         172 172     Peru ∑         2,556 1,394 1,645 177 2,182 1,210 1,337 171 2,323 1,256 1,537 146                                 Endesa Brasil Gx 84.4% 50.9% 37.1% 11.3% 214 129 94 29 - - - - - - - - Cachoeira Gx 84.2% 50.8% 37.0% 11.2% 440 266 194 59 421 254 185 56 - - - - Fortaleza Gx 84.4% 51.0% 37.1% 11.3% 327 198 144 44 422 255 186 56 - - - - Cien Tx 84.4% 50.9% 37.1% 11.3% 295 178 130 39 169 102 74 23 - - - - Coelce Dx 64.9% 45.2% 21.9% 6.6% 896 624 302 92 519 361 175 53 588 410 198 60 Ampla Dx 92.0% 45.3% 17.4% 36.7% 292 144 55 116 644 317 122 257 739 364 140 294 Com e Serv Otros 84.4% 50.9% 37.1% 11.3% 161 97 71 21 - - - - - - - - Resto           - - - - - - - 1,439 869 633 192 Brazil ∑         2,626 1,636 990 400 2,175 1,289 742 445 2,766 1,642 971 546                                 Emgesa Gx 37.7% 21.6% 26.9% 1,491 854 1,063   1,471 842 1,048 - 1,556 891 1,108 - Codensa Dx 48.4% 39.1% 9.4% 1,413 1,143   273 1,258 1,017 - 243 1,328 1,074 - 257 EEC Dx 19.5% 15.8% 3.8% 11 9   2 - - - - 11 9 - 2 Resto                           - - - - Colombia ∑         2,916 2,006 1,063 275 2,729 1,860 1,048 243 2,894 1,973 1,108 259                                 Costanera Gx 45.4% 0.0% 75.7% - - - - - - - - 28 0 46 - Dock Sud Gx 40.2% 40.2% - - - - - - - - - - - - El Chocon Gx 39.2% 0.0% 65.4% - - - - - - - - 51 0 85 - TESA Tx 84.4% 50.9% 37.1% 11.3% - - - - - - - - - - - CTM Tx 84.4% 50.9% 37.1% 11.3% - - - - - - - - - - - - Edesur Dx 71.6% 37.6% 0.5% 34.1% - - - - - - - - - - - - Cemsa Otros 82.0% 55.0% 45.0% 0.0% - - - - - - - - - - - - Resto Otros 100.0% 100.0% 100.0% 0.0% - - - - - - - - 28 21 2 6 Argentina ∑         - - - - - - - - 107 21 133 6                                 ENI-A Holding 100.0% 100.0% 874 750 - - 1,080 840 - - 1,085 922 - - EOC-A Holding 60.0% 100.0% - - 201 - - - 350 - - - 223 - CHI-A Holding 99.1% 100.0% - - - 4 - - - 30 - - - 30 Holdings ∑         874 750 201 4 1,080 840 350 30 1,085 922 223 30                                     Total ∑         8,973 5,787 3,899 856 8,165 5,199 3,477 889 9,175 5,815 3,972 987 US$ Mn E-106


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Appendix Independent evaluators reports: simulation at “present date”   Peru Brasil Colombia Argentina Gx 9.0% 11.0% 9.4% 14.2% Tx 10.7% 15.2% Dx 8.0% 10.0% 8.5% 14.4% Others 9.0% 11.0% 9.7% 14.2% ENI-A2 (US$ Bn) ENI-A1 100% (US$ Bn) EOC-A 100% (US$ Bn) CHI-A 100% (US$ Bn) WACC used WACC @ November 4th 2015 (Carter II 1st Stage) WACC @ Today (July 20th 2016)   Peru Brasil Colombia Argentina Gx 8.5% 10.6% 9.0% 14.0% Tx 10.3% 15.1% Dx 7.5% 9.6% 8.0% 14.2% Others 8.5% 10.6% 9.3% 14.0% E-107


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Appendix Independent evaluators reports: valuation summary under this method Merger by incorporation into ENI-A US$ Mn Detail merger value at companies level US$ Mn LOW CASE (-5% over MID) HIGH CASE (+5% over MID) MID CASE E-108


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Appendix Comparable transactions multiples: Brazil Year Target Vendor Buyer Size (US$ Mn) EV/EBITDA Generation         2016 2 parques eólicos (392 MW) Casa do Ventos Cubico 500 N.A 2015 Pantanal – 2 SHPP EDP Brazil Brookfield 102 N.A 2015 Renova (2 parques eólicos) Renova TerraForm Global 550 N.A 2015 Renova – 2 SHPP Renova TerraForm Global 52 N.A 2014 Planta de cogeneración Usina Rio Pardo Albioma 47 6.4x 2014 8 activos de generación (Energisa) Energisa SA Brookfield 883 10.0x 2014 Santo Antônio Andrade Gutierrez CEMIG 7,520 14.6x 2013 Norte Fluminense Petrobras EDF 550 6.0x 2013 Aliança Energia (JV) N.A Vale/Cemig 1,279 8.5x 2013 Brasil PCH Petrobras CEMIG 775 10.0x 2013 Jirau HPP GDF Suez Energy Latam Mitsui 5,199 11.2x 2013 Capim Branco Suzano Papel e Celulose Vale 564 13.4x 2012 Usina Ester N.A CPFL Renováveis 35 12.4x 2012 Atlântica N.A CPFL Renováveis n.a. N.A 2012 Bons Ventos Grupo Servtec / FIP Brasil Energia / Grupo Ligna CPFL Renováveis 344 N.A 2012 5 parques eólicos Suzlon Group FIP BB Votorantim 170 N.A 2011 UHE Sto Antônio do Jari N.A EDP Brasil 423 N.A 2011 Bertin N.A Brookfield 95 N.A 2011 Energyworks do Brasil Iberdrola Neoenergia 47 N.A 2011 Sta Luzia SHP N.A ERSA 91 11.1x 2011 SIIF – Activos SIIF Brazil CPFL 471 10.0x 2011 SIIF – PPA SIIF Brazil CPFL 22 N.A 2010 2 SHPs (Bertin) N.A EDP Brasil 96 N.A   Average multiple       10.5x E-109


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Appendix Comparable transactions multiples: Brazil Year Target Vendor Buyer Size (US$ Mn) EV/EBITDA Distribution         2016 AES Sul AES Corporation CPFL 515 8.5x(1) 2011 Elektro AEI Iberdrola 2,400 5.8x 2010 Light Enlighted Partners Cemig 340 6.6x 2009 CPFL Energia Grupo Votorantim Camargo Correa SA 910 6.9x 2009 Light Andrade Gutierrez / Equatorial Cemig 900 5.6x 2008 Enersul Rede Energia SA 450 6.3x Average multiple 6.6x Transmission         2015 TAESA (22%) FIP Coliseu Empresas publicas de Medellin 502 6.3x 2015 Transmission lines J Marucelli / Statkraft EEB 157 10.2x 2013 ACS-Transmission Lines ACS State Grid 968 N.A 2011 Vila do Conde Transmissora de Energia Isolux / Lintran Do Brasil Participacoes. Elecnor 157 N.A 2011 33% Cachoeira Paulista Transmissora Elecnor Isolux 40 7.7x 2010 Brazilian Electricity Transmission Portfolio Abengoa / Isolux / TAESA State Grid 1,721 N.A 2010 66% stake in LT Triangulo SA Isolux Elecnor 296 N.A 2009 Alupar FI-FGTS 152 6.5x 2009 TAESA Minority shareholders Cemig 750 9.0x 2009 TAESA Terna Cemig 340 9.0x 2007 CTEEP ISA 270 17.5x 2006 CTEEP ISA 426 8.1x Average multiple 8.4x 1) From Credit Suisse Research 16/16/2016 E-110


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Appendix Comparable transactions multiples: Peru Year Target Vendor Buyer Size (US$ Mn) EV/EBITDA Generation         2016 Fenix Power AEI Colbun / Adia 786 12.2x 2014 Generandes Perú SA Inkia Enersis 413 7.4x 2013 Las Flores Power Plant Duke Energy Kallpa 6.3 N.A 2013 Generación Andina Energie Baden-Wurttemberg Union Energy Group 145 N.A 2012 Cerro del Águila 500MW Hydroelectric Plant Kallpa Inkia 900 N.A 2011 Electrica de Piura Local financial investors Endesa Chile 38 5.5x 2010 Edegel Conduit Capital Partners Inkia 53 5.5x 2007 Electroandes PSEG Global Statkraft 390 10.4x   Average multiple       8.6x Distribution         2014 Luz del Sur SAA Sempra Peruvian Opportunity Co SAC 73 11.3x 2012 Edelnor Endesa Chile Enersis 270 9.4x 2011 Luz del Sur SAA AIE Sempra 875 5.5x 2009 Edelnor Generalima SA Enersis 75 5.9x   Average multiple       8.0x E-111


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Appendix Comparable transactions multiples: Argentina Year Target Vendor Buyer Size (US$ Mn) EV/EBITDA Generation         2013 Hidroneuquen SA (3%) Merrill Lynch, Pierce, Fenner & Smith Inc Central Puerto SA 1.6 2.9x 2013 Hidroneuquen SA (16%) Merrill Lynch, Pierce, Fenner & Smith Inc Central Puerto SA 24.6 2.1x 2007 Hidroelectrica El Chocon CMS Enterprises Endesa 50.0 4.8x   Average multiple       3.2x Distribution         2013 Eden Edenor Servicios Eléctricos Norte BA SL 40.3 1.85x 2013 Edesur Petroleo Brasileiro Sadesa 35.0 n.m. 2012 Edesa Pampa Energía Salta Inversiones Electricas 22.5 2.53x 2011 Edelar Pampa Energía Andes Energia S.A. 21.8 4.13x 2011 Edesal Edenor Rovella Carranza 26.7 4.05x 2011 Eden AEI Pampa Energía 50.0 2.49x 2011 Emdersa AEI Pampa Energía 90.0 3.80x   Average multiple       3.1x Transmission 2016 Yacylec SA Sideco Americana SA 68.8 N.A 2007 Transener SA Petrobras Electroingenieria SA / Energia Argentina SA 54.0 6.4x   Average multiple       6.4x E-112


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Appendix Comparable transactions multiples: Colombia Year Target Vendor Buyer Size (US$ Mn) EV/EBITDA Generation         2016 Isagen Colombian Government Brookfield 2,800 11.8x 2013 Emgesa Endesa Enersis SA 1,589 11.3x 2010 Termobarranquilla SA Darby Overseas Investments Fondos Colombianos y Chilenos 140 N.A. 2010 TermoEmcali Funding Corporation Empresas Municipales de Cali Multiples bidders 109 N.A. 2009 Termocandelaria SA ESP ABB Holdings, Darby Mezzanine Fondos de Pensiones locales 50 N.A. 2007 Termotasajero SA ESP Conduit Capital Partners Inversiones Termotasajero 173 N.A.   Average multiple       11.5x Distribution         2014 Codensa Endesa Enersis 1,320 9.2x 2011 EBSA Ministerio de Hacienda Brookfield / Fondos de Pensiones locales 418 7.9x   Average multiple       8.5x E-113


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Appendix Significant aspects to be considered in this merger Operations between related parties (title XVI - Law 18046) Withdrawal right Shareholders involved Shareholders who voted against and those not involved in the approval of the merger at the Special Meeting of Shareholders Price determination Weighted average closing price for the 60 trading days preceding the 30th trading day prior to the Extraordinary Shareholders Meeting, for ENI-A and EOC-A Book value for CHI-A, given the lack of market presence Tie to completion The rights exercised at the Extraordinary Shareholders Meeting or within 30 calendar days thereafter Implementation mechanisms The company repurchases the shares subject to Withdrawal Right to hold them as treasury stock for a maximum of 1 year If these shares remain as treasury stock for more than 1 year in the company, cancellation is required Ar 147 Purpose of operation: A company may only conduct transactions with related parties when intended to contribute to the interest, and on market terms, conditions and prices Ar 147.1 Duty to report to the board: The directors, managers or administrators having an interest or participating in an operation with related parties must immediately report to the board Ar 147.5 Independent evaluator: If a special meeting of shareholders is called to approve the transaction, the Board must designate at least one independent evaluator to submit a report to the shareholders on the transaction and its potential impact on the company. The Board or the directors who are not involved may also designate an additional independent valuator Ar 147.2 Approval: The transaction must be approved by the absolute majority of board members, excluding the directors or liquidators involved, who may nevertheless make public their opinion on the transaction if so required by the Board Ar 147.5 Independent evaluators’ reports: The reports, once ready, must be made available on the immediately following business day at the company offices and on the website for at least 15 business days. It must also be advised in a material events notice. The directors must issue an opinion on the convenience of the transaction for the interests of the company, within 5 business days following receipt of the last report E-114


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Appendix Tax impact analysis Source: Corporate information Paid at spinoff No tax refund in Chile - Case 1 - 24% tax refund in Chile - Case 2 - Endesa Chile (174) - - Chilectra Chile (22) - - Enersis Chile (proportional) (127) - - Endesa Americas - 174 132 Chilectra Americas - 22 17 Enersis Americas - 127 96 During the first phase of the Carter II Project, Endesa Chile and Chilectra Chile were required to pay capital gains tax in Peru and Argentina as a result of the spinoff This tax was determined to be US$174 Mn and US$22 Mn for Endesa and Chilectra, respectively Since this payment shouldn’t affect the Americas vehicles, it has been proposed that, with regard to the merger, the amounts be considered as a positive impact In view of the uncertainty surrounding the tax-deductibility of these payments, 2 scenarios could arise: no tax refund vs. tax refund Santander has considered Case 2 (tax refund) to calculate the exchange equation. The sums used for the exchange equation are: EOC-A US$132 Mn CHI-A US$17 Mn ENI-A (proportional) US$96 Mn Considered in exchange equation E-115


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E-116


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ANNEX F

REPORT OF ASESORÍAS TYNDALL LIMITADA, ADDITIONAL

INDEPENDENT VALUATOR OF ENDESA AMÉRICAS

This Annex F is a free English translation and should not be construed as being identical in content to the original Spanish document, which will prevail in the event of any discrepancy with the English translation.


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Translation of Tyndall?s Report to the Committee of Directors of Endesa Americas S.A. August 5th, 2016 Confidential Tyndall Group


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Important Information (1/2) Asesorias Tyndall SpA (“Tyndall”) was retained by Endesa Americas S.A. (“Endesa Americas”) to act as an additional independent appraiser appointed by the Committee of Directors (the “Committee”) to inform the shareholders of Endesa Americas (the “Purpose of the Report”) about the merger (as this term is defined subsequently) in accordance with the terms set forth in Article 147 of the Ley 18,046 sobre Sociedades Anonimas (Chilean Corporate Law) This report (the “Report”) was prepared in Spanish and, if translated into another language, the Spanish version should prevail for all purposes This report was prepared to be used exclusively for the Purpose of the Report and must be used exclusively in that context and may not be used for any other purpose or objective without the prior written consent of Tyndall This report does NOT constitute a recommendation, either express or tacit, to the Committee, the Directors, the Board or the shareholders of Endesa Americas regarding the convenience or timing to decide about the operations that comprise the Merger or Corporate Reorganization (as these terms are defined subsequently) Without detriment to the Purpose of the Report, this Report does NOT constitute a recommendation, express or implied, to any shareholder of Endesa Americas or to any other person or entity, regarding the way in which that shareholder or person should proceed in regard to the Merger, the Corporate Reorganization or any other subject or issue This Report should be read in its entirety, given that a partial reading might lead to misinterpretations. Any dissemination or partial distribution of the Report must be previously authorized in writing by Tyndall Tyndall does NOT assume any responsibility or liability for the eventual results or consequences of the Merger or the Corporate Reorganization or the fact that neither one of them takes place For purposes of performing our analysis and reaching the conclusions contained in this Report we have relied on information that was delivered to us or communicated by Endesa Americas, Enersis Americas S.A. (“Enersis Americas”), Chilectra Americas S.A. (“Chilectra Americas”) and/or their respective advisors and on publicly available information, without carrying out an independent verification of such information or its truthfulness, accuracy, completeness, adequacy, consistency, precision or reasonability. In the case of estimates, projections, reports or forecasts, we have assumed and trusted that they have been prepared in good faith and in a reasonable manner based on assumptions that reflect the best available estimates and judgments of the respective administration, advisor or expert, regarding the expected future results. Tyndall and its partners, managers, employees or representatives do not make any representation with regard to, or guarantee, either expressly or tacitly, with regard to the accuracy, veracity or completeness of the information received We have assumed that the Merger will be implemented in the terms described in the respective ?relevant facts? filings, in the Division Shareholders Meeting (as this term is defined subsequently), and the adjustments to be proposed that were communicated by the management of Enersis Americas, in particular, in accordance with the Terms and Conditions of the merger (as this term is defined subsequently) 1 Tyndall Group


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Important Information (2/2) Publicly available information, including market information, stock prices, equity research analysts? reports and similar material was obtained from, among other sources, entities and/or sites deemed reliable Our analysis and the conclusions contained in this Report are necessarily based on the information and economic, market, financial and regulatory conditions prevailing at the date of this report, with the understanding that the developments and events occurring after this date may affect the analysis and conclusions of the Report. Tyndall assumes no obligation to update, revise or confirm this Report in the future Future results may be significantly different from the ones assumed or suggested in the current Report. Therefore, Tyndall does NOT assume any responsibility or obligation to indemnify in the event that future results turn out to be different from the estimates, predictions or projections contained in this Report. Tyndall does not assume any obligation to inform, either the Committee, the directors, the shareholders of Endesa Americas or any other person, about changes with respect to any fact, estimate or situation that Tyndall may become aware of after the date of this Report Tyndall is acting exclusively as an independent appraiser in regard to the Purpose of the Report, and it has not assumed any obligation or commitment to provide legal, accounting or tax advisory or to perform due diligence of the companies subject of the Merger or Corporate Reorganization. Therefore, no content of this Report shall be considered, used or interpreted as legal, accounting or tax advice, and any content thereof that makes reference, directly or indirectly, to legal, accounting or tax aspects shall be understood to be a review of general aspects that Tyndall has deemed relevant to support its own analysis Finally, we note that Tyndall was not asked, nor did Tyndall provide any advice with respect to the design, selection or structuring of the Merger or the transactions comprised in the Corporate Reorganization, or regarding the terms and conditions or any other aspect thereof, nor were any services requested other than the furnishing of this Report. Therefore, Tyndall has not delivered an opinion in the Report nor will it deliver an opinion about the possibility that an alternative transaction to the Merger or a different configuration of the companies subject to the Corporate Reorganization might or might not result in larger profits for the shareholders of Endesa Americas 2 Tyndall Group


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Agenda I. Introduction and executive summary 3 II. Merger description 16 1. Background and description of the proposed transaction 16 2. Scope of Tyndall?s work 32 III. Analysis performed by Tyndall 36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas 36 2. Analysis of the Reference Exchange Ratio 65 3. Considerations regarding the Merger?s contribution to the social interest of Endesa Americas 72 4. Other considerations 76 IV. Conclusions 82 V. Appendix 87 3 Tyndall Group


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Introduction and executive summary (1/12) What is being 1 The merger of Endesa Americas and Chilectra Americas into Enersis Americas (1/2) proposed On May 6, 2016, Endesa Americas reported in a press release (hecho esencial), the agreement of its Board to formally initiate a merger process whereby Enersis Americas would absorb Endesa Americas and Chilectra Americas through incorporation; the latter two companies would be dissolved without liquidation, and the former would succeed them in all their rights and obligations (the ?Merger”) In the above-mentioned press release it was also reported that the Merger would be carried out “in accordance” with the resolutions adopted by the extraordinary shareholders meeting of Empresa Nacional de Electricidad S.A. held on December 18, 2015 (the ?Division Shareholders Meeting”), that approved the division of the company into: (i) Empresa Nacional de Electricidad S.A., the continuing entity (“Endesa Chile”), and (ii) Endesa Americas, a company to which the non-Chilean assets were allocated Finally, in the same press release it was mentioned that the Merger would be carried out in accordance with the estimated terms that were presented at the Division Shareholders Meeting, particularly with regard to the following: (i) The Merger will be subject to the fulfillment of the Withdrawal Rights Conditions (as this term is defined subsequently): a limit to the exercise of withdrawal rights was set to up to 10.00% in the case of Enersis Americas, up to 7.72% in the case of Endesa Americas, and up to 0.91% in the case of Chilectra Americas (ii) An exchange ratio of 2.8 shares of Enersis Americas for each share of Endesa Americas and 5.0 shares of Enersis Americas for each share of Chilectra Americas will be proposed (iii) Enersis Americas will launch a tender offer (the ?Tender Offer”) for all the shares and American Depositary Receipts (?ADRs”) issued by Endesa Americas that are not owned by Enersis Americas, at a price of CLP$285 per share (the ?Tender Offer Price?). The Tender Offer shall be subject to the ?Tender Offer Conditions”): (i) approval of the Merger; (b) fulfillment of the Withdrawal Rights Conditions; and (iii) other terms and conditions to be communicated at time when the Tender Offer is launched (iv) The controlling shareholder Enel S.p.A. (“Enel’) committed to (the ?Enel Commitments”): (a) vote in favor of the Merger in the respective shareholders meeting, provided that prior to the meeting no material adverse changes have occurred; and (b) if the Merger is approved, for a period of 5 years, it is its intention not to carry out or propose any other corporate reorganization process involving Enersis Americas 4 Tyndall Group


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Introduction and executive summary (2/12) What is being 1 The merger of Endesa Americas and Chilectra Americas into Enersis Americas (2/2) proposed On July 27, 2016, the Board of Chilectra Americas agreed to propose to the shareholders meeting that will vote on the Merger, the distribution of an extraordinary dividend against retained earnings of CLP$120,000,000 On August 1, 2016, the management of Enersis Americas communicated the following adjustments to be proposed to the estimated terms of the Merger that were announced in the Division Shareholders Meeting a Adjustment of the exchange ratio for Chilectra Americas In order to account for the impact of the distribution of the extraordinary dividend mentioned above, an adjustment to the exchange ratio of Chilectra Americas will be discussed in Enersis Americas Board meeting to be held on August 5, 2016. The adjustment to be proposed consists of changing the exchange ratio for Chilectra Americas from 5.0 to 4.0 shares of Enersis Americas for each share of Chilectra Americas Therefore, for the purposes of our analysis, we will consider an exchange ratio of 2.8 shares of Enersis Americas for each share of Endesa Americas and 4.0 shares of Enersis Americas for each share of Chilectra Americas (the ?Reference Exchange Ratio?) b Adjustment to the precedent conditions of the Merger with respect to the limit to the exercise of withdrawal rights in Endesa Americas It is scheduled that, in their respective meetings to be held on August 5, 2016, the Boards of Directors of Enersis Americas, Endesa Americas and Chilectra Americas propose to increase the limit set for withdrawal rights at Endesa Americas from the announced 7.72% to 10.00%, thereby making it consistent with the limit set at Enersis Americas. For the purposes of our analysis, we will therefore consider that the limit to be proposed for the exercise of withdrawal rights at Endesa Americas is 10.00% In accordance with the foregoing, considering what was reported on Endesa Americas? press release dated August 6, 2016, and the adjustments to be reviewed by the Board of Directors of Endesa Americas, Enersis Americas and Chilectra Americas in their respective meetings to be held on August 5, 2016, we understand that what is being proposed to the shareholders of Endesa Americas and evaluated in this Report is the Merger by incorporation of Endesa Americas and Chilectra Americas into Enersis Americas in accordance with these terms and conditions (the “Terms and Conditions of the Merger”) 5 Tyndall Group


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Introduction and executive summary (3/12) The Merger is part 2 The Merger is the second step of the Corporate Reorganization of the Corporate Reorganization On 22 April 2015, Enel made public a Board resolution stating that it considered convenient that the Boards of Enersis proposed by Enel S.A., Empresa Nacional de Electricidad S.A., and Chilectra S.A. began the analysis of a potential corporate reorganization process (the ?Corporate Reorganization”) under which the power generation and distribution assets in Chile would be separated from those in other countries in Latin America The proposed Corporate Reorganization consists of a series of successive transactions that, considered as a whole, separate the non-Chilean assets of Enersis S.A., Empresa Nacional de Electricidad S.A., and Chilectra S.A. and group them in a single entity Specifically, the Corporate Reorganization comprises the following steps: First Step: the division of Enersis S.A., Empresa Nacional de Electricidad S.A., and Chilectra S.A. (the ?Divisions”), a step that has already been executed, which consisted of: The division of Empresa Nacional de Electricidad S.A. into two companies: —Endesa Chile, continuing entity of Empresa Nacional de Electricidad S.A. —Endesa Americas, a new company to which the non-Chilean assets were allocated The division of Chilectra S.A. into two companies —Chilectra Chile, continuing entity of Chilectra S.A. —Chilectra Americas, a new company to which the non-Chilean assets were allocated The division of Enersis S.A. into two companies: —Enersis Americas, continuing entity of Enersis S.A., which retained the non-Chilean assets —Enersis Chile, a new company to which the non-Chilean assets were allocated Second Step: The Merger This step has not taken place yet, and it is precisely what will be submitted for the knowledge of the shareholders of Endesa Americas 6 Tyndall Group


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Introduction and executive summary (4/12) The Merger will be 3 Seven of the nine Directors of Endesa Americas declared having an “interest” in the Merger as they were subject to the rules on elected with the decisive votes of the controlling shareholder of Endesa Americas. Therefore, the approval of ?operations with the Merger shall be subject to the requirements and procedures set forth in Article 147 of the Ley de Sociedades related parties in Anonimas (Chilean Corporate Law) publicly traded In the same press release dated May 6, 2016 mentioned before, where the beginning of the Merger process was companies” communicated, it was reported that seven of the Directors of Endesa Americas (Rafael Fauquie Bernal, Vittorio Vagliasindi, Francesco Buresti, Umberto Magrini, Luca Noviello, Mauro Di Carlo and Loreto Silva Rojas) stated that they were elected decisively with the votes of the controlling shareholder of Endesa Americas and have an interest in the Merger ?in the terms of Article 147 of the Ley de Sociedades Anonimas, and taking into consideration the ruling of the Santiago Court of Appeals of March 22, 2016” Therefore, in addition to the laws, regulations, and administrative provisions that specifically regulate the Merger of publicly traded corporations, the Merger shall also be subject to the rules on operations with related parties in publicly traded companies set forth in Title XVI (“Title XVI”) of the Ley sobre Sociedades Anonimas No. 18,046 (the “LSA?). In accordance with article 147 of the LSA, which is part of Title XVI, a publicly traded company can only enter into transactions with related parties when the purpose of such transactions is to contribute to the social interest, they conform in price, terms and conditions to those transactions that prevail in the market at the time of their approval, and they conform with the requirements and procedures set forth in the aforementioned article 147 of the LSA Among the requirements and procedures specified in article 147 of the LSA, in the event that a shareholders meeting is called to approve the transaction, the Board must appoint at least one independent appraiser to inform the shareholders about the terms and conditions of the transaction, its effects, and its potential impact on the company, as well as other factors that the Committee of Directors has expressly requested be evaluated 7 Tyndall Group


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Introduction and executive summary (5/12) Scope of Tyndall?s 4 Tyndall was appointed by the Committee of Directors of Endesa Americas as an additional independent appraiser to work inform shareholders about the conditions of the Merger, its effects, and its potential impact on Endesa Americas, as provided in Article 147 of the LSA Specifically, the Report evaluates whether the Merger Aims to contribute to the social interest of Endesa Americas; and Conforms in price, terms, and conditions to those transactions that prevail in the market at the time of its approval Main analyses 5 In order to determine whether the purpose of the Merger is to contribute to the social interest of Endesa Americas performed and conforms in price, terms, and conditions to those transactions that prevail in the market at the time of its approval, Tyndall performed a value creation analysis, comparing the current value of Endesa Americas with the pro-forma stake that shareholders of Endesa Americas would receive in Enersis Americas if the Merger is consumated Based on the assumption that the criterion for determining whether an operation contributes to the social interest or not is the expected impact of the operation on the value of the investment of current shareholders in Endesa Americas, the following analyses were performed: Valuation of Endesa Americas, Enersis Americas and Chilectra Americas according to different methodologies (the ?Standalone Values”) Relative contribution of Endesa Americas, Enersis Americas and Chilectra Americas in the Merger (the “Relative Contribution”) Valuation of the combined entity, this is, the value of Enersis Americas after the Merger takes effect (?Pro-forma Value”) Value creation analysis, comparing the position of Endesa Americas shareholders ?with” and “without” the Merger, considering the Reference Exchange Ratio (the ?Value Creation Analysis”) Additionally, at the request of the Committee, the Tender Offer Price and the other Terms and Conditions of the Merger were also analyzed 8 Tyndall Group


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Introduction and executive summary (6/12) Standalone Values 6 The following table summarizes the estimated value range for Enersis Americas, Endesa Americas and Chilectra Americas based on different valuation methodologies Equity value (US$bn for equity values, CLP$ for share price) Price per share: Min Mid Max $4.2 DCF valuation $3.7 $4.8 $296 $335 $388 $4.0 Americas Valuation based on FV/EBITDA 17E multiple $3.6 $4.8 $291 $321 $385 $3.8 Endesa Market value $3.4 $3.9 $278 $296 $315 $3.8 $289 $305 $328 Research analysts? target price $3.6 $4.1 $9.9 DCF valuation $8.6 $11.7 $116 $133 $157 $10.4 Americas Valuation based on FV/EBITDA 17E multiple $8.9 $13.5 $120 $140 $181 $8.4 Enersis Market value $7.0 $8.4 $95 $111 $117 $8.9 $106 $120 $128 Research analysts? target price $7.9 $9.5 $0.9 DCF valuation $0.8 $1.3 $377 $491 $646 $1.0 Americas Valuation based on FV/EBITDA 17E multiple $0.7 $1.6 $399 $582 $944 Chilectra Market value $0.7 $0.8 $444 $446 $446 Research analysts? target price n.a. n.a. n.a. n.a. — 2.0 4.0 6.0 8.0 10.0 12.0 14.0 Note 1: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the equity value of each company. In the DCF valuation, WACC sensitivity is based on a factor of 0.95x and 1.05x and terminal value?s perpetuity growth rate sensitivity of +/- 0.5% 9 Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts? target prices case Tyndall Group


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Introduction and executive summary (7/12) Relative 7 The following table summarizes the relative contribution of Enersis Americas, Endesa Americas and Chilectra Americas to Contribution the Merger, based on different valuation methodologies Exchange Ratio according to different valuation methodologies 3.5x Proposed Exchange Ratio : 2.80x [15.8%] More favorable for Endesa Americas 2.9x [16.1%] 3.0x 2.9x [16.4%] 2.9x [16.1%] 2.8x 2.7x [15.1%] 2.7x 2.7x [15.3%] [15.3%] 2.5x 2.5x [14.4%] 2.6x [14.8%] 2.3x [13.3%] 2.4x [13.9%] 2.2x [12.7%] 2.0x 1.9x [11.3%] Less favorable 1.5x for Endesa Market value DCF FV/EBITDA Multiple Research analysts’ Americas target price Note 1: Figures in brackets correspond to the ownership stake of the minority shareholders of Endesa Americas in Enersis Americas Pro-forma Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts? target prices case Note 3: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the ownership stake of the minority shareholders of Endesa Americas in Enersis Americas Pro-forma 10 Tyndall Group


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Introduction and executive summary (8/12) Pro-forma Value of 8 The following table summarizes the estimated range of Pro-forma Value for the merged Enersis Americas using Enersis Americas different valuation methodologies Enersis Americas Pro-forma equity value (US$bn) $10.1 $11.6 $13.6 DCF valuation FV/EBITDA 17E based on Financial Projections $10.4 $12.0 $15.4 Market value $8.4 $9.4 $10.0 Research analysts? target price $9.4 $10.4 $11.1 6.0 8.0 10.0 12.0 14.0 16.0 Note 1: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the equity value of each company. In the DCF valuation, WACC sensitivity is based on a factor of 0.95x and 1.05x and terminal value?s perpetuity growth rate sensitivity of +/- 0.5% Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts? target prices case 11 Tyndall Group


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Introduction and executive summary (9/12) Value Creation 9 Considering the position of the current shareholders of Endesa Americas, from a purely financial perspective of value Analysis creation, the approval of the Merger in accordance with the Reference Exchange Ratio would be positive for the shareholders of Endesa Americas The Reference Exchange Ratio is close to the upper limit of the range and above the midpoint estimated for the exchange ratio under the two valuation methodologies used, as well as considering market values and target prices of research analysts Furthermore, our sensitivity analysis suggests that even if the valuation of specific operating assets changes, the exchange ratio does not vary significantly, and operating scenarios where the value of the operating assets might cause the lower limit of the range to be located above the value of the Reference Exchange Ratio are considered highly unlikely Additionally, if the Merger does not take place, there are factors and risks that could negatively impact Endesa Americas? share price Endesa Americas would probably require an administrative structure at the holding company level that it does not currently have, the cost of which is not included in the Standalone Value of Endesa Americas (additional cost) A series of expenses, including those associated with maintaining a publicly traded company with an ADRs program, would be eliminated if the Merger takes place. Such expenses also include professional fees for lawyers and auditors, investor relations and Board of Directors Potential discounts to the value of underlying assets based on potential difficulties from research analysts in covering and valuing the Company (relevant minority interest and non-consolidated investments) Conflict of interest at the Enel level regarding the vehicle to be used to grow in Latin America (Enersis Americas, where it holds a ~61% economic interest vs. Endesa Americas, where it is only entitled to ~36% of the economic rights), which could adversely affect the market price of the share Potential decline in liquidity 12 Tyndall Group


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Introduction and executive summary (10/12) Context of the 10 Although the Tender Offer Price is currently below the market price of Endesa Americas, we believe that the Tender Tender Offer Offer Price provides a “floor? that gives Endesa Americas shareholders a greater degree of protection (subject to the Tender Offer actually being launched and, when that happens, the Tender Offer not being subject to additional conditions that distort its original purpose) Endesa Americas? share price implicit in the Reference Exchange Ratio is 11.4% higher than the Tender Offer Price, using the share price of Enersis Americas as of June 30, 2016 as a reference The market price as of June 30, 2016 is 7.0% higher than the Tender Offer Price The weighted average price (weighted by volume traded) using a similar methodology to the one used to calculate the exercise price of withdrawal rights (but for a different period), is 3.8% higher than the Tender Offer Price However, depending on the type of shareholder, tax treatment of capital gains may vary. Therefore, assuming equal prices, there could be an advantage in selling shares in a Tender Offer versus exercising withdrawal rights 13 Tyndall Group


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Introduction and executive summary (11/12) Other 11 Other Terms and Conditions of the Merger Considerations Regarding the Withdrawal Rights Conditions The option of subjecting the Merger to a condition precedent is expressly stipulated in the Regulation of the LSA The condition of the exercise of withdrawal rights not exceeding a maximum limit, expressed as a percentage of the shares of the company, is a practice that is being incorporated in mergers of publicly traded companies in Chile —The LSA provides (Article 71) that the Board of a company that adopted an agreement that grants withdrawal rights may call, within 30 days of the deadline for the exercise of such withdrawal rights, a new meeting so that it may reconsider or ratify the agreements that led to the exercise of the right Regarding the limits set for the Merger, the percentages set for Enersis Americas and Endesa Americas (up to 10.00% of the shares) are higher than the percentages set for previous mergers where this type of condition was included (given its ownership structure, the 0.91% set for Chilectra Americas should not be relevant) —This is positive from a certainty of execution point of view, since it makes it easier for the condition to be fulfilled Regarding Enel?s commitment to vote in favor of the Merger, we think it?s positive since it gives a greater degree of certainty to the Merger and to the Terms and Conditions of the Merger that have already been announced Conditioning this commitment to the fact that before the meeting that votes on the Merger no material adverse changes have occurred, allocates market risk to the shareholders that already approved the Divisions with the expectation that the Merger would be approved in the announced terms Regarding Enel?s commitment that if the Merger is approved, within a period of 5 years, it is its intention not to carry out any other corporate reorganization process that affects Enersis Americas or propose that such process be carried out, we think this is a condition that is difficult to evaluate because it is atypical for this kind of operations, which seems to us (i) that reflects an idiosyncratic situation of the Enersis Group and (ii) considering it to be positive (negative) would assume considering beforehand that every future reorganization proposal will be negative (positive) 14 Tyndall Group


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Introduction and executive summary (12/12) Conclusions On May 6, 2016, the Committee of Directors appointed Tyndall as an additional independent appraiser to inform the shareholders of Endesa Americas about the conditions of the Merger, its effects, and its potential impact on the Company, pursuant to the terms set forth in Article 147 of the LSA Based upon, and subject to the factors and assumptions set forth in this Report, we conclude the following with regard to the proposed Merger: We believe that the consummation of the Merger, pursuant to the terms and conditions proposed, would contribute to the social interest of Endesa America The proposed exchange ratio of 2.8 shares of Enersis Americas for each share of Endesa Americas is consistent with market conditions prevailing in the market at the time of this Report The other terms and conditions of the Merger, summarized in what we have defined as the Terms and Conditions of the Merger, also conform to the ones prevailing in the market at the time of this Report 15 Tyndall Group


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Agenda I. Introduction and executive summary 3 II. Merger description 16 1. Background and description of the proposed transaction 16 2. Scope of Tyndall?s work 32 III. Analysis performed by Tyndall 36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas 36 2. Analysis of the Reference Exchange Ratio 65 3. Considerations regarding the Merger?s contribution to the social interest of Endesa Americas 72 4. Other considerations 76 IV. Conclusions 82 V. Appendix 87 16 Tyndall Group


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General background (1/2) On 22 April 2015, Enel communicated a Board resolution stating that it considered convenient that the Boards of Enersis S.A., Empresa Nacional de Electricidad S.A., and Chilectra S.A. initiate the analysis of a potential Corporate Reorganization process, under which the power generation and distribution in Chile would be separated from those in other countries in Latin America The proposed Corporate Reorganization consists of a series of transactions that, seen as a whole, separate the non-Chilean assets of Enersis S.A., Empresa Nacional de Electricidad S.A., and Chilectra S.A. and groups them in a single entity Specifically, the Corporate Reorganization involves two steps: (i) the division of Chilean and non-Chilean assets; and (ii) bringing together under a single entity, Enersis Americas, all the non-Chilean assets The first step started on December 18, 2015, when the extraordinary shareholders meetings of Empresa Nacional de Electricidad S.A., Chilectra S.A., and Enersis S.A. approved the Divisions The division of Enersis S.A. into two companies: —Enersis Americas, continuing entity of Enersis S.A., which retained the non-Chilean assets —Enersis Chile, a new company to which the non-Chilean assets were allocated The division of Empresa Nacional de Electricidad S.A. Into two companies: —Endesa Chile, continuing entity of Empresa Nacional de Electricidad S.A. —Endesa Americas, new company to which the non-Chilean assets were allocated The division of Chilectra S.A. into two companies: —Chilectra Chile, continuing entity of Chilectra S.A. —Chilectra Americas, new company to which the non-Chilean assets were allocated . . . and concluded, from the perspective of shareholders that own shares (as opposed to ADRs), on April 21, 2016, date when the stock certificates representing the shares resulting from the Divisions were made available to the shareholders of the divided companies, and trading of the shares of the new companies started in the respective stock exchange; and on April 27, 2016, for holders of ADRs, date when Form F-6 was declared to be in effect, and the ADRs issued by Endesa Americas and Enersis Americas were actually distributed Source: SVS 17 Tyndall Group


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General background (2/2) The second step consists of the Merger This step was formally launched on May 6, 2016 when Enersis Americas, Chilectra Americas, and Endesa Americas each communicated, in a press rel?ase (hecho esencial), the agreement of their respective Boards to formally start a merger process whereby Enersis Americas would absorb Endesa Americas and Chilectra Americas, both of which would be dissolved without liquidation, with the former succeeding them in all their rights and obligations Endesa Americas also reported the following on that date: That seven of the Directors of Endesa Americas (Rafael Fauquie Bernal, Vittorio Vagliasindi, Francesco Buresti, Umberto Magrini, Luca Noviello, Mauro Di Carlo and Loreto Silva Rojas) stated that they were elected with the decisive votes of the controlling shareholder of Endesa Americas and have an interest in the Merger ?in the terms of Article 147 of the Corporations Act, and as provided in the ruling of the Santiago Court of Appeals of March 22, 2016” That Mr. Colin Becker was appointed independent expert of the Company to issue a report on the value of the companies that are to be merged and the respective exchange ratio, in the terms and in compliance with articles 156 and 158 of the Corporations Regulation. That Banco Santander Chile S.A. was appointed independent appraiser of Endesa Americas in the Merger to issue a report in the terms of article 147 of the LSA That the Committee of Directors of Endesa Americas in an extraordinary meeting after the Board meeting, held on the same date (May 6, 2016), appointed Tyndall as additional independent appraiser to assist in the Merger with Enersis Americas Source: SVS 18 Tyndall Group


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Procedure for the merger of two or more companies The merger of corporations consists of joining two or more companies in a single one that succeeds them in all their rights and obligations, and that incorporates all the equity and shareholders of the merged entities In practice, a merger between two or more companies imports the capital increase of one company (the survivor), which is paid with the equity of the company or companies to be absorbed, entities that are dissolved with no need to be liquidated In a merger, the new shares issued by the absorbing company are distributed directly by the Board among the shareholders of the absorbed companies according to the exchange ratio adopted at the extraordinary shareholders meeting that approved the merger (there are no preemptive rights to subscribe the new shares) From an economic point of view, what is relevant is the relative valuation of the equity of the companies to be merged, since the exchange ratio is established on the basis of that relative valuation The merger of corporations is a procedure regulated by Article 99 of the LSA, supplemented by articles 155 to 159 of the Regulations of the LSA The merger is one of the subjects that can only be decided by the shareholders of the company, at an extraordinary meeting The approval of the merger agreement requires the favorable vote of two-thirds of the voting shares, and its approval is one of the matters that grants dissenting shareholders “withdrawal rights” In addition to the merger itself, the following shall be approved at the extraordinary shareholders meeting: —The audited balance sheets of the companies involved in the merger, which will be used for the merger —The report of an expert appointed by the Board of Directors of the company, which reports on the value of the companies that are being merged and the exchange ratio of the respective shares —This report shall also include the pro-forma balance sheet that represents the absorbing company, presenting the sum of the assets, liabilities, and equity accounts of the companies to be merged (however, it?s the shareholders who freely agree on the exchange ratio) —The by-laws of the absorbing company When the merger is approved, it can be agreed to condition the merger to a specific term or condition The merger date is considered to be the date when the approval of the merger takes effect, but when the merger is subject to a condition, it is understood to take effect after the condition has been fulfilled Once the merger takes effect, the Board of the absorbing company must distribute the new shares directly to the shareholders of the absorbed companies, according to the exchange ratio adopted at the extraordinary shareholders meeting that approved the merger Source: LSA 19 Tyndall Group


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Illustrative example Pre-merger situation (A absorbs B) Shareholder 1 Shareholder 2 Shareholder 3 Shareholder 4 Firm A Firm B Business 1 Business 2 Business 3 Business 4 Business 4 Post-merger situation (A absorbs B) Shareholders of A and B agree to merge Shareholder 1 Shareholder 2 Shareholder 3 Shareholder 4 both companies (A absorbs B) A issues new shares to distributed among B shareholders according to the agreed exchange ratio Firm A B is dissolved All assets and liabilities that belonged to B are transferred to A, with no need to liquidate B Business 1 Business 2 Business 3 Business 4 Business 4 All the shareholders of B become shareholders of A 20 Tyndall Group


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The Merger reviewed in this Report has features that add complexity the analysis Merger between holding and subsidiaries The absorbing company (Enersis Americas) Enersis Americas? is already a shareholder at the absorbed Enel Public companies (Endesa Americas and Chilectra Americas) 40% 60% The equity of Enersis Americas already contains part of the equity of Endesa Americas and Chilectra Enersis Americas Americas Enel controls Enersis, a company that in Chilectra turn controls Endesa Americas and Endesa Americas? Chilectra Amerias Americas? Public Public Although Enel controls Enersis 1% 99% Americas and Enersis Americas 60% 40% controls Endesa Americas with less than 2/3 of the shares, both control Chilectra Endesa the majority of the respective Boards Americas Americas Therefore, besides the rules on mergers, the rules in Title XVI of the LSA apply to the Merger In addition to owning shares in Endesa Americas and Chilectra Americas, Enersis Americas is a shareholder in companies that Endesa Americas and Chilectra Distribution Integrated Generation Americas also participate in, and the three share ownership of Enel Brazil This generates degrees of circularity in relative valuations 21 Tyndall Group


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Terms and Conditions of the Merger (1/5) The Merger (1/4) 1 Type of merger Enersis Americas would absorb Endesa Americas and Chilectra Americas by incorporation Endesa Americas and Chilectra Americas would, therefore, be dissolved without proceeding to their liquidation Enersis Americas would succeed Endesa Americas and Chilectra Americas in all of their rights and obligations Except for dissenting shareholders who exercise their withdrawal rights in accordance with the law, all the shareholders of Endesa Americas and Chilectra Americas would be incorporated directly as shareholders of Enersis Americas according to the exchange ratio that is agreed 2 Conditions precedent the Merger is subject to (the ?Withdrawal Rights Conditions?) That the exercise of Withdrawal Rights in Enersis Americas, Endesa Americas, and Chilectra Americas does not exceed —Up to 10.00% of the issued voting shares, in the case of Enersis Americas and Endesa Americas —Up to 0.91% of the issued voting shares, in the case of Chilectra Americas The limit for the exercise of withdrawal rights in Endesa Americas was originally set at 6.73%. On December 17, 2015, the Board of Enersis S.A. announced that it raised the limit to 7.72%, provided that no shareholder should exceed the maximum limit of ownership concentration of 65% in Enersis Americas after the Merger is executed. On August 1, 2016, the management of Enersis Americas announced that it is scheduled that, in their respective meetings to be held on August 5, 2016, the Boards of Directors of Enersis Americas, Endesa Americas and Chilectra Americas propose to increase the limit set for withdrawal rights at Endesa Americas from the announced 7.72% to 10.00%, thereby making it consistent with the limit set at Enersis Americas Therefore, the withdrawal rights conditions would be (i) that the exercise of withdrawal rights does not exceed the indicated percentages for each company; and (ii) that the exercise of withdrawal rights does not result in any shareholder exceeding the maximum share concentration of 65% in Enersis Americas after the Merger has been executed Source: Terms and conditions set forth in the First and Tenth points of the Agenda of the Division Shareholders Meeting; essential facts of Enersis S.A. (today Enersis Americas) dated November 24, 2015 and December 17, 2015 22 Tyndall Group


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Terms and Conditions of the Merger (2/5) The Merger (2/4) 3 Capital increase The capital of Enersis Americas would be increased in order to execute the Merger, issuing new shares This capital increase would be paid by incorporating the equity of the absorbed companies (Endesa Americas and Chilectra Americas) The newly issued shares of Enersis Americas would be distributed to the shareholders of Endesa Americas and Chilectra Americas, excluding the shareholders in Enersis Americas (as it is the absorbing company in the Merger and, as such, it is a shareholder of the absorbed companies) in the corresponding proportion according to the agreed exchange ratio 4 Registration of shares in the Securities Registry (Registro de Valores) and stock exchanges Newly issued shares of Enersis Americas shall be registered in the Securities Register of the Superintendence of Securities and Insurance (the ?SVS?) and with the stock exchanges where the shares of Enersis Americas are traded Although it was not specifically mentioned in the Division Shareholders Meeting, we understand that holders of Endesa Americas ADRs will receive new Enersis Americas ADRs, and as such, the new shares issued at the time of the capital increase would also be registered, in the form of American Depositary Shares, with the Securities and Exchange Commission (the “SEC”); they would be incorporated in the respective ADRs program of Endesa Americas, and they would be listed on the New York Stock Exchange (the “NYSE”) 5 Exchange Ratio The exchange ratio that is used to determine the number of new shares of Enersis Americas to be issued and delivered to the shareholders of Endesa Americas and Chilectra Americas shall be the ratio set forth at the shareholder meetings that vote on the Merger Without detriment to the foregoing, in compliance with Official Letter No. 15,452 of July 20, 2015 of the SVS, which indicated the need for the Board of each one of the companies involved in the Divisions to provide an opinion on each and every one of the relevant aspects of the Corporate Reorganization process, including the exchange ratio and the estimated percentage that minority shareholders should reach in the future merger process, at the Division Shareholders Meeting it was indicated that the controlling shareholder will propose, on the date when the Endesa Americas shareholders meeting that votes on the Merger takes place, an exchange ratio consistent with the ranges voted by that time by the Boards of Empresa Nacional de Electricidad S.A., Enersis S.A., and Chilectra S.A. of 2.8 shares of Enersis Americas for each share of Endesa Americas and 5.0 shares of Enersis Americas for each share of Chilectra Americas As reported at Division Shareholders Meeting, this exchange ratio would be equivalent to a 15.75% holding In Enersis Americas for the minority shareholders of Endesa Americas 23 Source: Terms and conditions set forth in the First and Tenth points of the Agenda of the Division Shareholders Meeting; essential facts of Enersis S.A. (now Enersis Americas) dated November 24, 2015 and December 17, 2015 Tyndall Group


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Terms and Conditions of the Merger (3/5) The Merger (3/4) 6 Withdrawal rights The price per share to be paid to the shareholders who exercise their withdrawal right shall be calculated and applied considering that the companies resulting from the division will have a presencia busatil Considering the above, the price to be paid to the shareholders who exercise their withdrawal right shall be the weighted average of stock exchange transactions during the 60 trading days period between the thirtieth and ninetieth trading days (“Calculation Period for Exercise Price of Withdrawal Right”) preceding the date of the shareholders meeting that triggers the withdrawal right (the ?Merger Shareholders Meeting”) 7 Date on which the Merger becomes effective The merger would become effective from the first day of the calendar month following the month in which the Document of Compliance with the Merger Conditions is issued (the ?Merger Effective Date?) 8 Effects of the Merger Incorporation into Enersis Americas of the entire equity (assets and liabilities) of Endesa Americas and Chilectra Americas, with the former succeeding the latter in all of their rights and obligations Incorporation into Enersis Americas of all of the shareholders of Endesa Americas and Chilectra Americas in the proportion determined by the exchange ratio, except for the shareholders who have exercised their withdrawal rights in accordance with the law Enersis Americas shall be jointly and severally responsible, and it shall agree to pay the corresponding taxes, in accordance with the respective Balance Sheets of business activity termination that Endesa Americas and Chilectra Americas should prepare, pursuant to article 69 of the Tax Code Endesa Americas and Chilectra Americas shall be dissolved at midnight on the day before the Merger Execution Date, a dissolution that will occur with no need for liquidation The by-laws of Enersis Americas shall be modified to increase its capital in the amount corresponding to the equity of the absorbed companies, and that capital increase shall be paid for by incorporating the equity of the absorbed companies and distributing the shares from the capital increase among the shareholders of the absorbed companies, who shall be incorporated as new shareholders in Enersis Americas, in proportion to their respective ownership stakes Need to inform about the agreements related to operations with related parties referred to in Title XVI of the LSA that have been entered into since the last shareholders meeting 24 Source: Terms and conditions set out in the First and Eleventh points of the Agenda of the Meeting dealing with the Division; essential facts of Enersis S.A. (now Enersis Americas) dated November 24, 2015 and December 17, 2015 Tyndall Group


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Terms and Conditions of the Merger (4/5) The Merger (4/4) 8 Effects of the Merger (continued) Once the new shares of Enersis Americas have been issued and registered in the Securities Register and stock exchanges, the Board of Enersis Americas shall allocate them and update its shareholders registry at midnight on the day before the Merger Execution Date, considering for this purpose the shareholders that are registered in the shareholders registries of Endesa Americas and Chilectra Americas as of that date and the conveyances and transfers of shares duly carried out that have been presented to Endesa Americas and Chilectra Americas before that date and have not been registered yet The physical exchange of the new stock certificates of Enersis Americas for stock certificates issued by Endesa Americas and Chilectra Americas shall take place after the shares of Enersis Americas have been registered in the Securities Registry of the SVS and the stock exchanges where the shares of Enersis Americas are traded, from the date agreed by the Board of Enersis Americas, which will be informed by publishing, at least once, a prominent notice in the newspaper where the notices calling for shareholders meetings of Enersis Americas need to be published From the date of the actual exchange, the stock certificates of Endesa Americas and Chilectra Americas shall become null and void, and their shareholders should deliver them to Enersis Americas to be rendered unusable From the date of the actual exchange, the shares of Endesa Americas and Chilectra Americas shall no longer be traded on the respective stock exchanges, and they shall be replaced by shares of Enersis Americas Source: Terms and conditions set forth in the First and Eleventh points of the Agenda of the Meeting dealing with the Division; essential facts of Enersis S.A. (now Enersis Americas) dated November 24, 2015 and December 17, 2015. 25 Tyndall Group


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Terms and Conditions of the Merger (5/5) The Tender Offer 9 In order to propose a mechanism that would help to assure minority shareholders of Endesa Americas a minimum price at market values of that date for their shares, and to mitigate the risk that the merger would not take place, the Board of Enersis S.A. (now Enersis Americas) agreed to announce that, provided the Divisions were effective (a condition already verified) and unless material adverse changes that would render it not advisable from the point of view of the social interest (of Enersis Americas) occur, it is the intention of Enersis (now Enersis Americas) to launch the Tender Offer, in the following terms: Percentage to be acquired: up to 40.02% of Endesa Americas —The Tender Offer shall target all of the shares and ADRs issued by Endesa Americas that are not owned by Enersis Americas —Given that after the Divisions it is estimated that Enersis Americas will be the owner of 59.98% of the shares issued by Endesa Americas, the Tender Offer will be up to 40.02% of Endesa Americas Tender Offer Price: CLP$285 per share of Endesa Americas Conditions for the Tender Offer: —Approval of the Merger by the extraordinary shareholders meetings of Enersis Americas, Endesa Americas, and Chilectra Americas —That the Withdrawal Rights Conditions are fulfilled —The other terms and conditions that will be announced at the appropriate time when the Tender Offer is launched Source: Terms and conditions set forth in the First and Eleventh points of the Agenda of the Meeting dealing with the Division; essential facts of Enersis S.A. (now Enersis Americas) dated November 24, 2015 and December 17, 2015. 26 Tyndall Group


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Enersis Americas simplified ownership structure prior to the Merger Enersis Americas? shareholders Enersis Americas 99.1% 60.0% Chilectra Endesa Americas Americas 26.9% 39.1% 9.4% Codensa Emgesa 21.6% 75.5%2 65.2% 37.6% 34.1% 40.2% Edesur1 Dock Sud Costanera Chocon 62.5% 50.0% 60.1% 15.6% 96.5% Edelnor EEPSA Edegel Chinango 21.1% 16.9% 31.4% 50.9% 37.1% 11.3% Enel Brazil 46.9% 58.9% 100.0% 99.8% 100.0% Generation Cachoeira Ampla Coelce CIEN Fortaleza Distribution Dourada Transmision 21.4% 15.2% Integrated Source: Information provided by Enersis Americas and Endesa Americas Note: Ownership structure includes direct and indirect stakes 27 1 Does not includes Endesa Americas?s 0.5% direct stake in Edesur 2 Does not includes Endesa Chile?s 0.2% stake in Costanera Tyndall Group


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Endesa Americas simplified ownership structure prior to the Merger Endesa Americas? shareholders Endesa Americas 26.9% Emgesa 75.5%1 65.2% 0.5% Costanera Chocon Edesur 62.5% 50.0% Edegel Chinango 37.1% Enel Brazil 46.9% 58.9% 100.0% 99.8% 100.0% Cachoeira Ampla Coelce CIEN Fortaleza Generation Dourada Distribution Transmision Integrated Source: Information provided by Enersis Americas and Endesa Americas Note: Ownership structure includes direct and indirect stakes 28 1 Does not includes Endesa Americas?s 0.5% direct stake in Edesur 2 Does not includes Endesa Chile?s 0.2% stake in Costanera Tyndall Group


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Chilectra Americas simplified ownership structure prior to the Merger Chilectra Americas? shareholders Chilectra Americas 9.4% Codensa 34.0% Edesur 15.6% Edelnor 11.3% 31.4% Enel Brazil 46.9% 58.9% 100.0% 99.8% 100.0% Cachoeira Ampla Coelce CIEN Fortaleza Dourada Generation Distribution Transmision Integrated Source: Information provided by Enersis Americas and Endesa Americas Note: Ownership structure includes direct and indirect stakes 29 Tyndall Group


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Enersis Americas simplified ownership structure after the Merger (?Enersis Americas Pro-forma?) Chilectra Americas? Enersis Americas? Endesa Americas? shareholders shareholders shareholders Enersis Americas 48.5 % 48.5% Codensa Emgesa 40.2 % 75.5%1 65.2% 72.1% Edesur Dock Sud Costanera Chocon 96.5% 83.6% 66.9% 75.7% Edelnor EEPSA Edegel Chinango 99.3% Enel Brazil 46.9% 58.9% 100.0% 99.8% 100.0% Cachoeira Ampla Coelce CIEN Fortaleza Generation Dourada Distribution 52.8% 15.2% Transmision Integrated Source: Information provided by Enersis Americas and Endesa Americas Note: Ownership structure includes direct and indirect stakes 30 1 Does not includes Endesa Chile?s 0.2% stake in Costanera Tyndall Group


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Sequence of Events Illustrative Calendar1 Period for calculating the price of the withdrawal The Tender Offer would right: (60 stock market working days between 60 trading days become effective once the the 90th and the 30th stock market working day The merger would become prior to the shareholder?s meeting to approve Conditions of Tender Offer effective from the first day of the Merger)2 have been met the calendar month following Thirtieth trading day prior to the month in which the Document of Compliance with the Merger Shareholders the Merger Conditions is Meeting issued 90 trading days 30 days 30 days Ninetieth Merger Shareholders Deadline to exercise Deadline to Legalization of the Merger Effective Date trading day Meetings: withdrawal rights repurchase amendment of the prior to the Endesa Americas shares and pay by-laws Enersis Americas takes Merger dissenting over Endesa Americas Chilectra Americas If the exercise of the Shareholders shareholders and Chilectra withdrawal right Issuance of the new Enersis Americas that exercised Meeting exceeds the maximum shares of Enersis Americas. The Merger is subject to their limits set, the Merger Americas. withdrawal the condition that the can be declared null right The Board of Enersis exercise of withdrawal Americas assigns the Registration of the rights does not exceed: new shares to the new shares of 10.00% in the case Enersis Americas shareholders of of Enersis Americas with the SVS, the Endesa Americas and SEC, the NYSE and Chilectra Americas and and Endesa instructs to update the Americas the Chilean stock exchanges Company?s 0.91% in the case of shareholders? registry Chilectra Americas Source: LSA 1 Deadlines are very sensitive to the comments that may be made to the respective registration statements by the SVS or the SEC as well as to 31 the timely and satisfactory response to such comments 2 Further details on the methodology for calculating the exercise price of withdrawal rights on page 94 Tyndall Group


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Agenda I. Introduction and executive summary 3 II. Merger description 16 1. Background and description of the proposed transaction 16 2. Scope of Tyndall?s work 32 III. Analysis performed by Tyndall 36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas 36 2. Analysis of the Reference Exchange Ratio 65 3. Considerations regarding the Merger?s contribution to the social interest of Endesa Americas 72 4. Other considerations 76 IV. Conclusions 82 V. Appendix 87 32 Tyndall Group


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Scope of Tyndall?s work Tyndall was appointed by the Committee of Directors of Endesa Americas as an additional independent appraiser to inform shareholders about the conditions of the Merger, its effects, and its potential impact on Endesa Americas, as provided in Article 147 of the LSA As commissioned by the Committee, Tyndall considered the following topics in this report: A description of the terms and conditions of the transaction An analysis on the effects and potential impact of the transaction for Endesa Americas, including: —An analysis whether the Merger aims to contribute to the social interest of Endesa Americas; and —Conforms in price, terms, and conditions to those transactions that prevail in the market at the time of its approval An analysis of the terms and conditions of the Merger, including the Tender Offer The main analysis performed by Tyndall were the following: Valuation of Endesa Americas, Enersis Americas and Chilectra Americas according to different methodologies Relative contribution of Endesa Americas, Enersis Americas and Chilectra Americas in the Merger Valuation of the combined entity, this is, the value of Enersis Americas after the Merger takes effect Value creation analysis, comparing the position of Endesa Americas shareholders ?with” and “without” the Merger, considering the Reference Exchange Ratio We note that the analysis of alternative options or modifications to the Merger is not part of Tyndall?s scope of work, and therefore, is not included in this Report 33 Tyndall Group


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Information available for the analysis (1/2) Tyndall had access to the following information for furnishing the Report: Information posted on Endesa?s Data Room, including, but not limited to, the following information: The information provided to perform the analysis of the Corporate Reorganization dated October 2015 Equity research reports Corporate presentations on the tax impacts of the Merger Macroeconomic assumptions on which the company based its projections Projections for the 2016-2020 period at the operating companies level (the ?Financial Projections?) —According to the information provided by Endesa, the Financial Projections correspond to a strategic planning exercise which incorporates the effects of the Merger —Tyndall did not receive projections for a ?base case scenario? that excludes the effects associated with the Merger Proposed criteria to extend, when required, the Financial Projections Meetings with management and advisors of Endesa Americas and Enersis Americas, with the purpose of reviewing the assumptions with which the Financial Projections were prepared and to clarify other relevant aspects of the Merger. The most relevant meetings were the following: Management presentation held on June 10th, 2016, in which the management of the operating companies in Argentina, Brazil, Chile, Colombia and Peru made a presentation about economic scenarios, their respective regulatory frameworks, their business plan for 2016-2020 and the main changes with respect to the business plan used in the analysis of the Divisions Meetings (in person and conference calls) with Endesa America?s team in charge of the operating projections of the company, headed by Mr. Oscar Castillo Meetings (in person and conference calls) with Mr. Raul Arteaga, Endesa America?s CFO and Mr. Mauricio Poblete, Deputy Planning and Control Officer of Enersis Meetings, on June 13th 2016 with Mr. Marcos Cruz, Tax Manager of Enersis to review the potential tax effects of the Merger Conference calls with the Enersis Americas? team that heads the Peru operation Conference calls with the Enersis Americas? team that heads the Edesur operation Meetings (in person and conference calls) with Endesa Americas? financial advisor Meetings with the Committee Public information regarding Enersis Americas, Endesa Americas, Chilectra Americas, and other power generation, transmission and distribution companies, as well as information regarding the markets in which the companies involved in the Merger operate 34 Tyndall Group


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Information available for the analysis (2/2) We note that the analysis requested to Tyndall does not include a due diligence of the information provided by the managements of Enersis Americas, Endesa Americas, or Chilectra Americas or their advisors. As a result, the Financial Projections and their underlying assumptions, the estimation of legal and tax implications of the Merger, and all and any other information received and used as a basis for the analysis by Tyndall were not independently verified by Tyndall as to their veracity, exactitude, integrity, sufficiency, consistency, precision or reasonability In spite of the previous point, Tyndall performed a detailed analysis of the information provided and communicated in a timely manner its questions and comments to Endesa Americas and Enersis Americas. In particular, meetings and presentations with different areas of Enersis Americas and Endesa Americas were coordinated to analyse the information and clarify doubts, and there was an exchange of more than 100 questions and answers through channels provided by Endesa Americas and Enersis Americas for this purpose 35 Tyndall Group


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Agenda I. Introduction and executive summary 3 II. Merger description 16 1. Background and description of the proposed transaction 16 2. Scope of Tyndall?s work 32 III. Analysis performed by Tyndall 36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas 36 2. Analysis of the Reference Exchange Ratio 65 3. Considerations regarding the Merger?s contribution to the social interest of Endesa Americas 72 4. Other considerations 76 IV. Conclusions 82 V. Appendix 87 36 Tyndall Group


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Introduction to the analysis conducted by Tyndall (1/2) As anticipated in the introduction and executive summary, the following analysis is necessary to determine whether the Merger contribute to the social interest of Endesa Americas; and Conforms in price, terms, and conditions to those transactions that prevail in the market at the time of its approval: 1 Assess what we have defined as the Standalone Values of Enersis Americas, Endesa Americas and Chilectra Americas, i.e. separately estimate the value of each of the entities to be merged These three entities are Chilean investment companies with stakes in operating companies that develop their activities in businesses (particularly in the case of Enersis Americas) of different nature (generation, distribution and transmission) and in different countries (Argentina, Brazil, Colombia and Peru); therefore, they are simultaneously involved in businesses with different characteristics and risk profiles / returns Therefore, to estimate the Standalone Value of Enersis Americas, Endesa Americas and Chilectra Americas a “sum-of-the-parts? (SOTP) valuation was conducted Each of the businesses or operating companies was separately assessed —Cash flow projection, assumptions of terminal value and discount rates that reflect the characteristics and risk profiles of each operation, in the case of valuation using discounted cash flows —Separate sets of “comparable” companies, in the case of valuation through multiples Based on the “company” or ?firm” values obtained, the equity values of each business are derived by subtracting the net debt and the minority interest, and adding other net assets1, if any The proportional value of the equity of the respective businesses or operating companies corresponding to each investment company or ?parent company? is determined The annual expenses of the respective parent company is assessed The net debt and other net assets1 not included in the determination of the value of the equity of the operating companies is considered The sum of the parts is carried out to estimate the value of the parent company or the net value of its assets 1 Included in the definition of Equity Bridge provided by the companies, detailed on page 50 37


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Introduction to the analysis conducted by Tyndall (2/2) 2 Determine the relative contribution of each of the three entities to the merged entity Relative value contributed by each group of shareholders to the merged entity 3 Estimate the pro forma value of the merged Enersis Americas (Pro Forma Valuation) The methodology for estimating the value of Endesa Americas should consist of adding the independent values contributed + the synergies of the Merger—Merger costs However, given that the Financial Projections already include the effects of the Merger, the Pro Forma Valuation was obtained by adding the standalone values contributed 4 Compare the situation of the shareholders of Endesa Americas “with” and “without” the Merger Value of the stake in Enersis Americas Pro-Forma of the shareholders of Endesa Americas compared with the value of Endesa Americas without the Merger As we do not have information to estimate the value of Endesa Americas without the Merger, a qualitative analysis was conducted of the potential effects of not completing the Merger on our valuation of Endesa Americas and on the price of the share thereof 38 Tyndall Group


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Introduction to the estimate of the Standalone Values of Enersis Americas, Chilectra Americas and Endesa Americas To estimate the Standalone Values of Enersis Americas, Endesa Americas and Chilectra Americas, Tyndall conducted a sum-of-the-parts valuation of the three companies To estimate the “value of the parts” to be included in the sum-of-the-parts we used two valuation methodologies Discounted cash flow —We conducted a discounted cash flow analysis of the various businesses and operating companies on the basis of the Financial Projections delivered by the administrations of Endesa Americas, in the case of the generation businesses and of Enersis Americas, in the case of the distribution and transmission businesses Valuation by market multiples of comparable companies —Based on EBITDA estimates of the various businesses and operating companies contained in the Financial Projections Additionally, by way of reference, we also considered: The market value (value of the market capitalization) of Enersis Americas and Endesa Americas —When analyzing the market prices of Enersis Americas and Endesa Americas, however, we must bear in mind that these two companies started trading in the stock exchange on April 21, 2016 and that therefore, their respective prices are “affected” by the Terms and Conditions of the Merger disclosed in the Stockholders? Meeting dealing with the division dated December 18, 2015 The value estimates made by equity research analysts of investment banks and stockbrokers that cover the various companies —Like the market prices, the value estimates made by equity research analysts may be “affected” by the Terms and Conditions of the Merger mentioned above 39 Tyndall Group


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Operating details of companies included in the valuation analysis Main operating companies by business Company Country Technology Inst. capacity (MW) Chocon Argentina Hydro 1,328 Costanera Argentina Thermal 2,324 Dock Sud Argentina Thermal 870 Gx Cachoeira Brazil Hydro 665 Fortaleza Brazil Thermal 322 Emgesa Colombia Hydro/Thermal 3,059 Edegel Peru Hydro/Thermal 1,480 Chinango Peru Hydro 194 EEPSA Peru Thermal 297 Company Country City/State Clients (000’s) Edesur Argentina Buenos Aires 2,488 Ampla Brazil Rio de Janeiro 3,061 Dx Coelce Brazil Ceara 3,902 Codensa1 Colombia Bogota 2,865 Edelnor Peru Lima 1,404 Company Country Area Tx CTM Argentina Argentina/Brazil TESA Argentina Argentina/Brazil CIEN Brazil Brazil Source: Information provided by Endesa Americas and Enersis Americas 1 Operational numbers include merger between Codensa and EEC 40 Tyndall Group


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Ownership stakes of Endesa Americas, Enersis Americas and Chilectra Americas in the Group?s main operating companies, before and after the Merger Ownership stakes of Endesa Americas, Enersis Americas and Chilectra Americas (measured as the sum of direct and indirect economic rights) on the main operating companies of the Group ? June 2016 Current stakes Post-transaction stakes Company Enersis Endesa Chilectra Enersis Americas Pro-forma Chocon 39.1% 65.2%—65.2% Costanera 45.3% 75.5%—75.5% Dock Sud 40.2% — 40.2% Edesur 71.6% 0.5% 34.0% 72.1% TESA 84.4% 37.1% 11.3% 99.3% CTM 84.4% 37.1% 11.3% 99.3% Cachoeira 84.2% 37.0% 11.2% 99.1% Fortaleza 84.4% 37.1% 11.3% 99.3% Ampla 92.0% 17.4% 36.7% 99.3% Coelce 64.9% 21.9% 6.6% 73.7% CIEN 84.4% 37.1% 11.3% 99.3% Com. e Serv. 84.4% 37.1% 11.3% 99.3% Emgesa 37.7% 26.9%—48.5% Codensa 48.4%—9.4% 48.5% Edegel 58.6% 62.5%—83.6% Chinango 46.9% 50.0%—66.9% EEPSA 96.5% — 96.5% Edelnor 75.5%—15.6% 75.7% Consolidated Non Consolidated Source: Information provided by Endesa Americas and Enersis Americas 41 Tyndall Group


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Market Market value and research analysts? target price for Endesa Americas, Enersis DCF Multiples Americas y Chilectra Americas Market value and reasearch analyst share prices summary Market value Endesa Americas Enersis Americas Chilectra Americas Market price as of June 30, 2016 (CLP$) 304.9 113.4 446.0 Market capitalization (US$mm) 3,789 8,434 778 Current price 304.9 113.4 446.0 Maximum price (April 21st to June 30th) 314.6 116.8 446.0 % over current 3.2% 3.0% 0.0% Minimum price (April 21st to June 30th) 278.4 95.5 444.0 % over current (8.7%) (15.8%) (0.4%) Weighted-average price1 (April 21st to June 30th) 295.8 107.5 444.6 % over current (3.0%) (5.1%) (0.3%) Research analysts (target price): Endesa Americas Enersis Americas Chilectra Americas Bice (Apr-22) 328 117 n.a. Citi2 (May-2 / Jul-13) 326 121 n.a. Goldman Sachs2 (Jun-24) 294 122 n.a. Itau (Apr-3) 289 120 n.a. JP Morgan (May-25) 316 128 n.a. Santander (Apr-19) 305 106 n.a. Scotiabank (Apr-22 / Jul-04) 300 110 n.a. Source: Capital IQ, research analysts? target prices 1 Weighted average by trading volume 2 Target price based on ADR share, which were converted to Chilean pesos by the exchange rate of the publishing date of the report. As reported in the Financial Statements, the ADR were converted using 30 Shares per ADR for Endesa Americas and 50 shares per ADR for Enerisis Americas 42 Tyndall Group


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Market Evolution of the price of Endesa Americas, Enersis Americas and Chilectra DCF Multiples Americas shares Share price and trading volume evolution since Endesa Americas, Enersis Americas and Chilectra Americas shares were listed on the Santiago Stock Exchange (April 21, 2016) Trading Price evolution (Base = April 21st) Endesa Americas Enersis Americas Chilectra Americas volume Trading volume distribution (US$mm) (US$mm) 140% $100 < $280 $11 < $100 $94 April 21st share price: $280—$290 $39 $105—$100 $18 $90 Endesa Americas: CLP$281 $290—$300 $105—$110 70% of total $67 79% of total $184 130% Enersis Americas: CLP$98 $80 Chilectra Americas: CLP$444 volume $300—$310 volume $110—$115 $77 $360 $70 > $310 $12 > $115 $32 120% Max (May-17): $117 $60 Spot: $113 115% 47 $50 Max (May-17): $315 110% Spot: $305 $40 107% $30 Spot: $446 100% $20 $10 90% $0 04/21 04/28 05/05 05/12 05/19 05/26 06/02 06/09 06/16 06/23 06/30 We can see that in general Endesa Americas and Enersis Americas shares have a high correlation due to the existence of the Reference Exchange Ratio In the case of Chilectra Americas, this correlation was not observed due to the low liquidity of the share Enersis Americas share has shown better performance than that of Endesa Americas (15.7% vs. 8.3%), which has resulted in a slightly lower exchange ratio than the Reference Exchange Ratio (see page 68), presumably due to the fact that the price of the Endesa Americas share has incorporated the risk that the Merger may not materialize or that the Terms and Conditions of the Merger are modified Source: Capital IQ, Santiago Stock Exchange 43 Tyndall Group


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Market DCF Architecture of the valuation models used by Tyndall Multiples Detail of Financial Projections Valuation model structure Projected operational information per company: Discounted cash flows of the companies (DCF) Generation: installed capacity (MW); energy Transmission, generated, sold and purchased (spot and contracts, & Generation Distribution Holdings & Other GWh); price (US$/MWh) Distribution: number of clients; sales (GWh); energy Business Country Argentina Brazil Colombia Peru costs; transmission costs; distribution added value (DAV) Revenues Projected financial information per company: Income statement (sales, costs, etc.) flow (-) Costs (fixed and variable) Capital investment cash EBITDA by company Working capital accounts Free (-) Taxes (-) CAPEX (-) ? Working Capital Balance sheet of assets and liabilities Strategic planning information, including information Free cash flow (FCF) on market dynamics, regulatory frameworks and operating profiles WACC Exceptions and adjustments to the model structure: In the case of the generation companies in Argentina Present value of free cash flow (Endesa Costanera, Hydro Chocon and Docksud), the (+/-) Defered tax asset/(liability) adjustment2 value of the asset was adjusted by the present value of the payments associated with the credits for VOSA and FONINVEMEM Firm value (-) Net debt & other adjustments (-) Minority interest included in the Equity Bridge1 Equity value based on DCF 1 Page 50 includes a detailed description of the Equity Bridge 44 2 Adjustment made in accordance with the methodology described on page 45 Tyndall Group


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Market DCF Main conventions used in the valuation Multiples Summary Valuation date The date set for the valuation was June 30, 2016, which is the date of the pro-forma balance sheets to be used for the Merger Operating projections were prepared in nominal terms in the local currency of each country Currency and Cash flows in local currency converted into US dollars macroeconomic Discount rate in nominal US dollars assumptions Exchange rates and macroeconomic variables used correspond to the values used by the companies in the preparation of the Financial Projections and cover the period 2016-2021. As from 2022 the exchange rate was estimated using the PPP methodology Business plans provided by Endesa Americas and Enersis Americas for each operating company Financial projections cover a period of five years (2016-2020) After 2020 a terminal value is estimated based on (i) a standard cash flow, and (ii) growth in perpetuity, with the following Operating and exceptions (more details on page 48): Financial Finite projections without a terminal value in perpetuity in the case of Endesa Costanera, Chocon, CIEN, Cachoeira, Dock Projections Sud and Fortaleza Extension of projections until 2024 (and subsequent calculation of terminal value) due to peculiarities in the business model in the case of Emgesa In these cases, the extended projections were provided by Enersis Americas and Endesa Americas, as appropriate For the period 2016-2020 actual tax rates projected by the respective administrations were used for all companies The Financial Projections assume, in some cases, actual rates other than the nominal rates due, for example, to tax credits or accelerated depreciation Taxes We used the current nominal tax rate in each country to calculate the terminal value (in those cases in which the actual projected rates for the period 2016—2020 were different than the nominal rate, a convergence toward the nominal rate was assumed for the calculation of the terminal value) The value of the company was adjusted by the present value of the net liabilities (or assets) related to accumulated deferred taxes at the end of the projected horizon (2020) 45 Tyndall Group


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Market DCF Considerations on the discount rate used (1/2) Multiples Summary Nominal discount rates (“WACC”) in US dollars were used The debt to equity ratios in the capital structure were estimated on the basis of: (i) an analysis of comparable companies, (ii) the characteristics of the sector (generation, distribution and transmission supply), and (iii) the situation of the capital market in each country Methodology for estimating relevant parameters for the calculation of the Weighted Average Cost of Capital (WACC): Risk-free rate: corresponding to the 10-year yield of U.S. Treasury bonds Country risk premium: estimated on the basis of the Emerging Markets Bond Index or EMBI, used for all countries included in the analysis with the exception of Argentina, where the yield of sovereign bonds1 was used, which we believe represents in a better way the risk of this particular market Market risk premium: a premium of 6.21% was used for the analysis2 ? : Estimated on the basis of a universe of selected comparable companies (see appendix for detail of comparable companies), considering the sector and the country. For the estimation of ? , weekly regressions were used for two-year periods, with the exception of companies with limited liquidity, for which monthly regressions were used for five-year periods to mitigate alterations derived from the share?s illiquidity Cost of debt: calculated by adding: (i) the risk-free rate, (ii) the country risk premium, and (iii) a premium for credit risk3 Source: Bloomberg, Morgan Markets, Financial Statements of companies 1 Selected bonds: ARGENT 7 4/22/26 Corp 2 Based on estimate of Aswath Damodaran published on its web site (http://pages.stern.nyu.edu/~adamodar/) 3 A risk premium based on the difference observed in the yields of corporate bonds of companies in the electric sector with respect to the yield of sovereign bonds in Chile of a similar duration 46


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Market DCF Considerations on the discount rate used (2/2) Multiples Summary of WACC Considerations on the b Generation Argentina Brazil Colombia Peru In the case of the generation business, there is a r : risk free rate 1.6% 1.6% 1.6% 1.6% universe of comparable companies concentrated in f r : country risk 5.1% 4.0% 2.8% 2.1% Brazil with sufficient level of liquidity to be used as a p r : “local” risk free rate 6.8% 5.6% 4.4% 3.7% reference. In the cases of Argentina, Peru and Colombia, f b unlevered 1.00 0.80 0.70 0.70 the universe of comparable companies is very limited. b levered 1.11 0.93 0.85 0.87 b, ERP : Equity risk premium 6.2% 6.2% 6.2% 6.2%    For the purposes of estimating assets were divided into three groups: (i) Brazil, (ii) Argentina and (iii) K : Cost of equity 13.7% 11.4% 9.8% 9.2% e Colombia and Peru (grouped according to the relative Debt spread over risk free rate 1.5% 1.5% 1.5% 1.5% similarity of the markets) K : cost of debt (pre-tax) 8.3% 7.1% 5.9% 5.2% d In the case of the distribution and transmission Nominal tax rate 35.0% 34.0% 34.0% 26.0% K : cost of debt (post-tax) 5.4% 4.7% 3.9% 3.9% businesses, the universe of comparable companies is d more limited and it is concentrated in Brazil D/(D+E): debt over total capital 15.0% 20.0% 25.0% 25.0% WACC 12.5% 10.1% 8.3% 7.8% b was determined for Brazil and Argentina on the Distribution and Transmission Argentina Brazil Colombia Peru basis of the universe of comparable distribution and transmission companies detailed in the Appendix r : risk free rate 1.6% 1.6% 1.6% 1.6% f In the case of Colombia and was r : country risk 5.1% 4.0% 2.8% 2.1%    Peru, Aguas Andinas p rf : “local” risk free rate 6.8% 5.6% 4.4% 3.7% included in the universe of comparable companies in order to have a more extensive sample (with similar b unlevered 0.85 0.65 0.60 0.60    1.03 0.88 0.81 0.84 characteristics to the energy distribution business) b levered ERP : Equity risk premium 6.2% 6.2% 6.2% 6.2% K : Cost of equity 13.2% 11.1% 9.5% 9.0% e Debt spread over risk free rate 1.5% 1.5% 1.5% 1.5% K : cost of debt (pre-tax) 8.3% 7.1% 5.9% 5.2% d Nominal tax rate 35.0% 34.0% 34.0% 26.0% K : cost of debt (post-tax) 5.4% 4.7% 3.9% 3.9% d D/(D+E): debt over total capital 25.0% 35.0% 35.0% 35.0% WACC 11.2% 8.8% 7.5% 7.2% Source: Bloomberg, Morgan Markets, Aswath Damodaran web site (http://pages.stern.nyu.edu/~adamodar/), Financial Statements of 47 comparable companies. Market Price at June 30, 2016                


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Market DCF Considerations on terminal value Multiples Terminal value assumptions    Terminal value for most companies was calculated as of 2020 (end of the projection period used by Enersis Americas and Endesa Americas) However, there were some exceptions in which: (i) management extended financial projections for certain companies, or (ii) no terminal value was considered in the valuation analysis given special market situations Projections starting point Endesa Costanera Chocon Cachoeira (end of useful life) (end of concession) (end of concession) 2020 2022 2024 2031 2016 2021 2023 2027 End of Financial Projections Emgesa Fortaleza CIEN Dock Sud All companies (market price convergence (end of contract and (end of concession) (end of useful life) (except companies mentioned here) to market equilibrium price) and permits renewal) Companies without terminal value Companies with terminal values 48    


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Market DCF Considerations on working capital Multiples Main assumptions and summary table of days used in the calculation of working capital    The calculation of the working capital of the main operating companies considers the following accounts: (i) inventories, (ii) accounts receivable and (iii) accounts payable1 Accounts receivable and accounts payable were projected using the average days of collection on total sales and the average days of payment on total costs delivered for each company, respectively In general, we used the average number of days per country and business For companies for which operational details on working capital were not delivered we used the projected balance sheets2 Inventory accounts were obtained from the balance sheets projected by the administration for the period 2016-2020 In the calculation of working capital for companies whose projections were extended beyond 2020, the inventories amount and the days of collection and payment for the year 2020 were maintained constant    For the purposes of the terminal value, the change in working capital was calculated as a percentage of sales growth The average variation in working capital as a percentage of the annual change in sales projected for the period 2016-2020 was used The working capital of the non-operating companies3 was assumed constant during the projection period. Generation Distribution Average 2016-2020 Average 2016-2020 Country Company Accounts Accounts Country Company Accounts Accounts receivable payable receivable payable Argentina Chocon / Costanera / Dock Sud 50 60 Argentina Edesur 73 58 Brazil Cachoeira 32 39 Brazil Ampla 62 56 Fortaleza 42 59 Coelce 56 56 Colombia Emgesa 47 46 Colombia Codensa 42 71 Peru Edegel / Chinango / Piura 30 50 Peru Edelnor 34 50 Source: Information provided by Endesa Americas and Enersis Americas 1 Does not consider other current assets and liabilities accounts such as Liabilities for Construction and Contracts in Progress, Taxes Payables, Taxes Receivables, Other Current Assets and Other Current Liabilities 2 Includes Cemsa, CTM, TESA (Argentina) and Cien (Brazil) 3 Non-operating companies considered were Endesa Argentina, Distrilec, Hidroinvest, Southern Cone (Argentina), Enel Brasil (Brazil), Enersis Americas, Endesa Americas, Chilectra Americas (Chile), Caboblanco, Distrilima, Generandes and Generalima (Peru) 49


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Market DCF Considerations on the Equity Bridge and financial debt Multiples Net debt vs. Equity Bridge—June 2016 (US$mm) Net debt vs. Equity Bridge – June 2016 (US$mm) The Equity Bridge and calculation of equity value    Company Business Net debt1,3 Equity Bridge2,3 Chocon Gx 14                654 Enersis Americas, Chilectra Americas and Endesa Americas recorded on their Costanera Gx 554                654 balance sheets certain assets and liabilities, which, because of their nature (they Dock Sud Gx                 (13)4                454 are not properly “operational”), are not included in the cash flow projection that Edesur Dx (93)5                 1695 is used for the analysis of discounted cash flow, but involve positive or negative TESA Tx 27 26 cash flows in the future and therefore, should be included in the valuation CTM Tx 26 25 In the information provided by Enersis Americas, Chilectra Americas and Endesa Other Argentina (4) (4) Americas, the net effect of these assets and liabilities, is included, together with Cachoeira Gx (44) (35) the net financial debt, as an adjustment called Equity Bridge Fortaleza Gx (39) 1 Ampla Dx 639 1,045 The main differences between the Equity Bridge and the financial debt may be explained by the non-commercial accounts receivable, provisions and dividends Coelce Dx 165 326 payable that the administration included as part of the equity bridge CIEN Tx 45 16 Com. e Serv. 2 2 As indicated by the administration, the Equity Bridge should be the most accurate Enel Brazil Hold. (507) (493) way of estimating the value of the equity of the individual companies based on a Emgesa Gx. 1,332 1,690 firm value Codensa6 Dx 419 659 By the same token, all equity calculations of made in this report were made using Edegel Gx 116 152 that Equity Bridge Chinango Gx 29 30 EEPSA Gx 37 42 Edelnor Dx 380 407 Other Peru (9) 3 Enersis Americas Hold. (1,211)7 (1,346)7 Holding Endesa Americas Hold. 15 (62) Chilectra Americas Hold. 1527 1367 Source: Financial projections ¹ It considers the following accounts with third parties: Medium/Long Term Loans, Short Term Loans and Current Amount of Medium/Long Term Loans according to the breakdown given in the Financial Statements delivered by the Administration ² In addition to the net debt , it considers non-commercial accounts receivable and payable, financial derivatives, provisions, dividends receivable and payable, accounts receivable and payable with other companies of the group and other assets and liabilities according to the indications given by the administration of Endesa Americas and Enersis Americas ³ A positive value indicates a net liability and a negative value indicates a net asset 4 It excludes credits for FONINVEMEM and VOSA items discounting “Medium long-term financial receivables—Third Parties” and “ S/T Financial Receivables and Securities”, which are being considered in the operating flow 5 It considers only a portion of the debt with CAMMESA (~30%) of a total of AR$9,367mm (US$629mm) 50 6 Includes EEC Equity Bridge as of May 2016 7 It considers distribution of a dividend to the shareholders of Chilectra Americas of CLP120.000mm, which, according to what was reported by the administration of that Company shall be submitted for the consideration of the shareholders of Chilectra Americas in the extraordinary shareholders meeting that will vote the Merger    


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Market DCF Summary of individual companies’ valuation based on DCF Multiples DCF’s valuation summary (US$mm) Terminal value Enersis Americas Endesa Americas Chilectra Americas FV/EBITDA FV/MW FV/Client Equity Company Business Firm value Exit Equity Equity Equity ‘17E (US$mm/MW) (US$/client) value1 % FV Stake (%) Stake (%) Stake (%) multiple2 stake stake stake Chocon Gx 3.6x 0.25 338 272 — 39% 107 65% 178 — Costanera Gx 1.8x 0.05 118 53 — 45% 24 76% 40 — Dock Sud Gx 2.3x3 0.18 152 107 — 40% 43 — — Edesur Dx 1.7x 98 370 2024 118% 2.7x 72% 145 1% 1 34% 69 TESA Tx 7.5x 13 (13) 54% 7.7x 84% (11) 37% (5) 11% (1) CTM Tx 4.9x 7 (18) 71% 7.7x 84% (15) 37% (7) 11% (2) Other Arg. n.a. 23 28 65% n.a. n.a. 23 n.a. 13 n.a. 0 Cachoeira Gx 3.3x 0.54 361 396 7%—84% 333 37% 147 11% 45 Fortaleza Gx 3.9x 1.00 326 325 — 84% 275 37% 121 11% 37 Ampla Dx 6.3x 373 1,693 648 97% 5.4x 92% 596 17% 113 37% 238 Coelce Dx 4.3x 210 1,206 881 75% 5.0x 65% 571 22% 192 7% 58 CIEN Tx 4.0x 323 307 15% 3.1x 84% 259 37% 114 11% 35 Com. e Serv. Other 9.8x 131 128 84% 4.2x 84% 108 37% 48 11% 14 Enel Brasil Hold. 9.6x (404) 89 64% 9.9x 84% 75 37% 33 11% 10 Emgesa Gx 10.1x3 2.10 7,251 5,561 61% 8.2x 38% 2,098 27% 1,494 0% 0 Codensa Dx 6.8x 732 3,205 2,545 85% 7.1x 48% 1,232 —9% 238 Edegel Gx 8.9x 1.22 2,416 2,264 76% 8.2x 59% 1,327 63% 1,414 — Chinango Gx 12.8x 500 470 80% 12.7x 47% 220 50% 235 — EEPSA Gx 5.9x 291 249 75% 7.0x 97% 240 — ——Edelnor Dx 9.0x 1,048 2,133 1,726 84% 9.0x 76% 1,304 ——16% 269 Other Peru n.a. (4) (7) 75% n.a. n.a. (7) n.a. 0 n.a. 9 Enersis Amer. Hold. 13.8x (237) 1,109 n.a. 12.7x 100% 1,109 — — Holding Endesa Amer. Hold. 9.1x (24) 38 n.a. 12.7x 60% 23 100% 38 — Chilectra Amer. Hold. 13.7x (24) (161) 75% 12.7x 99% (159) — 100% (161) Equity 9,919 4,170 856 Note 1: Firm and equity values correspond to mid-points of the valuation ranges Note 2: Multiples calculated in local currency 1 Considers 100% of equity value; ² Implied exit multiple at the terminal year; 3 FV/EBITDA calculated based on a normalized 2017 EBITDA estimated by averaging 2016 and 2018 EBITDA figures 51 4 Edesur’s Equity Bridge includes only a portion (30%) of the total debt with CAMMESA out of a total of AR$9,367mm/US$629mm    


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Market DCF Valuation summary for Endesa Americas based on DCF Multiples Breakdown of Endesa Americas’ equity value (US$mm) Breakdown by business DCF valuation based on Financial Projections is ~10% above current Gx 87% market capitalization Dx Tx Hold. & other 3% Peru: US$1,649mm; 9.4x 4,170 2% 1,649 38 (CLP$335/share) 8% Breakdown by country 36% Argentina Brazil 18% Colombia Colombia: US$1,494mm; 10.1x Peru 1,494 1 Holding 5% 1% 40% Brazil: US$768mm; n.a. 114 81 305 Argentina: US$221mm; 1.8x 268 218 13 (11) 1 Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Holding Equity value 1.8x1 n.a. n.a. n.a. n.a. n.a. n.a. n.a. 10.1x n.a. n.a. n.a. 9.4x n.a. n.a. n.a. Argentina Brazil Colombia Peru Source: Capital IQ, Financial Statements, Financial Projections. Market data as of June 30, 2016 Note 1: Multiples shown below the horizontal axis correspond to FV/EBITDA 2017E average by business Note 2: Multiples in functional currency 1 Firm value adjusted by FONINVEMEM and VOSA expected payments 52    


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Market DCF Valuation summary for Enersis Americas based on DCF Multiples Breakdown of Enersis Americas’ equity value (US$mm) Breakdown by business3 DCF valuation based on Financial Projections is ~18% above current 48% market capitalization Gx Dx Tx 9,919 Peru: US$3,084mm; 9.0x 972 2 (CLP$133/share) Hold. & other 40% (15) 10% 1,304 2% 3 1,795 Breakdown by country 34% Argentina Colombia: US$3,330mm; 8.8x Brazil 23% 1,232 1 Colombia Peru Holding 3% 2,097 8% 32% Brazil: US$2,218mm; 4.6x 183 1,168 259 Argentina: US$315mm; 2.1x 608 166 (26) 174 Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Holding Equity value 2.5x1 1.8x 6.3x n.a. 3.6x 5.3x 4.0x n.a. 10.1x 6.8x n.a. n.a. 8.9x 9.0x n.a. n.a. Argentina Brazil Colombia Peru Source: Capital IQ, Financial Statements, Financial Projections. Market data as of June 30, 2016 Note 1: Multiples shown below the horizontal axis correspond to FV/EBITDA 2017E average by business Note 2: Multiples in functional currency 1 Firm value adjusted by FONINVEMEM and VOSA expected payments 2 Holding equity value considers effect of expected dividend of CLP120,000mm to be paid to Chilectra Americas’ shareholders. As informed by Enersis Americas management, the dividend will be voted in the extraordinary shareholders meeting to be held in connection with the Merger 3 Breakdown does not consider expected dividend of CLP120,000mm expected to be paid to Chilectra Americas’ shareholders 53    


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Market DCF Valuation summary for Chilectra Americas based on DCF Multiples Breakdown of Chilectra Americas’ equity value (US$mm) Breakdown by business2 Gx DCF valuation based on Financial Dx 84% Projections is ~10% above current market capitalization Tx Hold. & other 8% Peru: US$278mm 5% 1 (161) 3% 269 9 856 Breakdown by country2 (CLP$491/share) Colombia: US$238mm 42% Argentina 238 Brazil Colombia 23% Peru Holding 6% Brazil: US$436mm 2% 35 24 27% 296 Argentina: US$65mm 81 69 (3) Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Holding Equity value n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. Argentina Brazil Colombia Peru Source: Capital IQ, Financial Statements, Financial Projections. Market data as of June 30, 2016 Note 1: Multiples shown below the horizontal axis correspond to FV/EBITDA 2017E average by business Note 2: Multiples in functional currency 1 Holding equity value includes expected dividend of CLP120,000mm to be paid to Chilectra Americas’ shareholders. As informed by Enersis Americas management, dividend it will be voted in the extraordinary shareholders meeting to be held in connection with the Merger 2 Breakdown does not consider expected dividend of CLP120,000mm expected to be paid to Chilectra Americas’ shareholders 54    


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Market DCF Universe of comparable companies considered in the analysis Multiples Universe of comparable companies Summary Market ADTV¹ 3M Included in the Industry Company Country Endesa Americas, Enersis Americas and Chilectra Americas have unique cap.(US$mm) (US$mm) valuation Pampa Energia Argentina 1,857 8.2 ? characteristics with regards to the markets and sectors in which they CPFL Energia Brazil 6,545 16.7 ? operate as well as their corporate structure CEMIG Brazil 2,860 22.5 ?    Therefore, it is difficult to find comparable companies that would allow for a COPEL Brazil 2,497 10.9 ? EDP Brazil 2,023 10.2 ? valuation analysis of Endesa Americas, Enersis Americas and Chilectra Integrated Light Brazil 718 3.4 ? Americas based on a single multiple at a consolidated level Enersis Chile Chile 5,772 8.3 ? Based on this, and in line with what was done in the DCF valuation analysis, EEB Colombia 5,622 0.3 ? Central Puerto Argentina 1,371 0.1 ? we believe that it is advisable to follow a sum-of-the-parts approach, based Tractebel Energia Brazil 7,809 9.2 ? on selecting comparable players for each operational subsidiary CESP Brazil 1,217 4.3 ? AES Tietê Brazil 1,761 6.6 ? Although it is more likely to find comparable players for Enersis Americas Colbun Chile 4,263 1.8 ? and Endesa Americas at the operational subsidiaries levels, this continues to AES Gener Chile 4,121 1.0 ? be a challenging exercise since the universe of listed companies in the Latin Generation E-CL Chile 1,801 1.0 ? American power sector is limited, which results in a certain degree of Endesa Chile Chile 7,604 9.2 ? discretionality in the exercise as a whole Isagen Colombia 3,829 0.8 ? Celsia Colombia 950 0.6 ? The selection criteria to choose comparable companies for each operating Edegel Peru 2,052 0.1 ? company was based on different factors, including: EnerSur Peru 1,535 0.1 ? Edenor Argentina 790 1.0 Sector and geographic similarities ? COELBA Brazil 1,481 0.1 ? Stock liquidity Electropaulo Brazil 442 2.2 ?    Equity research coverage and availability of financial projections Elektro Brazil 1,023 0.0 ? Ampla Brazil 1,111 0.0 ? The table on the left shows the most relevant listed companies in the Latin Coelce Brazil 1,038 0.2 ? Distribution Equatorial Brazil 3,017 14.3 ? American power sector Luz del Sur Peru 1,556 0.1 ? Within this list, the companies shown in red were excluded from the analysis Edelnor Peru 1,081 0.1 ? (mainly due to their low liquidity and lack of equity research coverage) in Transener Argentina 209 0.2 ? order to define a sub-set of selected comparable companies to be TAESA Brazil 2,065 3.0 ? considered for the trading multiples valuation analysis for Endesa Americas, CTEEP Brazil 3,420 7.9 ? Transmision Alupar Brazil 1,024 0.9 ? Enersis Americas and Chilectra Americas ISA Colombia 3,399 1.6 ? Utility Aguas Andinas Chile 3,521 2.2 ? Integrated Enersis Am. Chile 8,434 14.4 Generation Endesa Am. Chile 3,789 4.3 55 Source: Capital IQ, companies’ financial and operational information. Note: Market data as of June 30, 2016 ¹ Average of the daily traded volume for the last 3 months    


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Market Definition of methodology to calculate trading multiples to be used for DCF Multiples valuation purposes Summary Multiple to be used (FV/EBITDA vs. P/U) and timeframe to consider (2016 vs. 2017)    Valuation based on trading multiples was done using a FV/EBITDA 2017E multiple     Valuation multiples based on operating variables such as FV/Installed Capacity (generation) and FV/Clients (distribution) were also used as a reference    P/E multiple was excluded from the analysis given its high volatility both for comparable companies and for the operating companies owned by Endesa and Enersis (not a representative multiple)    2017 was preferred over 2016 as the reference date for the EBITDA projection as it is more representative of a “steady state” operation, both for Enersis and Endesa, and their comparable companies     The main advantages of using 2017 over 2016 are: (i) reduction in distortions produced by different short term growth profiles among companies, and (ii) possibility of including projects under development that start operations whithin this timefrane    The main disadvantage is that the quantity and quality of information regarding financial projections decreases as the time horizon is extended In order to make trading multiples of different companies more representative and more comparable to each other, the following adjustments and conventions are used (a detailed review of the adjustments made to each company considered for the analysis is included in the Appendix)    Mulitples are calculated in each company’s operating currency (currency in which financial statements are reported)    Minority interests in consolidated companies are included in the firm value at an estimated market value by using the P/B multiple adjustment described in the Appendix    Minority stakes in companies that are not controlled are subtracted from the firm value at their estimated market value    Projects under development are subtracted from the firm value at investment or capex value 56    


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Market DCF Criteria to define the range of multiples to be used Multiples    Given the different regulatory and market characteristics, comparable companies were divided into three geographic groups: Argentina, Brazil and Pacific (Chile, Colombia and Peru)    Limited number of listed companies     Given the particularities of the market, it is challenging to use companies from other geographies as comparables to companies in Argentina Argentina Power generation: Range estimated by applying a discount of 1.0x to the multiple of Pampa Energia, given the risk and volatility of the market and the low liquidity of the stock    Power distribution and transmission: Range estimated by applying a discount of 1.0x to the multiple of Edenor, given the risk and volatility of the market and the low liquidity of the stock    Wider universe of listed companies with businesses similar to those of Endesa and Enersis Brazil The set of comparables was separated in three groups: power generation, distribution and transmission. Integrated companies were included in the distribution group    The universe of companies was split into (i) power generation and (ii) power distribution and transmission groups    Distribution and transmission has only one relatively liquid comparable, ISA. However, ISA has certain unique characteristics including its focus on high voltage transmission and a significant portion of EBITDA coming from Brazil Two companies were added to the universe of comparables to complement the set: Pacific —Enersis Chile: Integrated player with a relevant portion of its EBITDA coming from the distribution business of Chilectra Chile —Aguas Andinas: Even though Aguas Andinas operates in a different business it has several similarities with the electricity distribution business (geography, regulatory framework, risk profile, etc.)    To provide context to the chosen trading multiples, a theoretical exercise was carried out estimating valuation multiples by country and business using a generic analysis based on a standard free cash flow modified to account for differences in growth rates, tax rates and country risk    The results of this analysis suggest that the split in three geographies is appropriate and that there are relevant differences in the multiples of these three groups, with a valuation premium for the countries of the Pacific group over Brazil, and of Brazil over Argentina 57    


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Market DCF Multiple ranges by country and business Multiples Summary of multiples used (US$mm) Theoretical multiples calculation Argentina                 FV/EBITDA 2017E Argentina Brazil Colombia Peru Country Market cap ADTV¹ 3M Median2 Min² Max² Generation 5.3x 6.8x 9.5x 11.6x Generation 3,4 3.7x 2.7x 4.7x Distribution 5.0x 6.6x 9.0x 10.8x Pampa Energia Argentina 1,857 8.2 4.7x Distribution and transmission3 2.4x 1.4x 3.4x Edenor Argentina 790 1,0 3.4x Power generation business    Argentina Brazil Colombia Peru Brazil                 FV/EBITDA 2017E EBITDA 100 100 100 100 Country Market cap ADTV¹ 3M Median2 Min² Max² Tax rate¹ 35% 34% 34% 26% Generation     5.4x 4.8x 6.3x Capex² (15) (15) (15) (15) Tractebel Energia Brazil 7,809 9.2 6.3x Free cash flow 55 56 56 59 CESP Brazil 1,217 4.3 4.8x Country risk 5.1% 4.0% 2.8% 2.1% AES Tietê Brazil 1,761 6.6 5.3x 4 4 Unlevered beta 1.00 0.80 0.70 0.70 Distribution 6.1x 5.1x 8.9x CPFL Energia Brazil 6,545 16.7 9.4x Debt/Capitalization 15% 20% 25% 25% CEMIG4 Brazil 2,860 22.5 7.1x WACC 12.5% 10.1% 8.3% 7.8% COPEL4 Brazil 2,497 10.9 5.4x Expected growth 2.0% 2.0% 2.5% 2.5% EDP4 Brazil 2,023 10.2 6.1x Firm value 533 684 950 1.156 Light4 Brazil 718 3.4 5.1x Implied FV/EBITDA 5.3x 6.8x 9.5x 11.6x Eletropaulo Brazil 442 2.2 3.4x Equatorial Energia Brazil 3,017 14.3 8.9x Power transmission and distribution business Transmission 8.1x 7.3x 9.2x Argentina Brazil Colombia Peru TAESA Brazil 2,065 3.0 7.7x 2,930 7.9 EBITDA                100                 100                100                100 CTEEP Brazil 9.2x Tax rate¹ 35% 34% 34% 26% Alupar Brazil 970 0.9 7.3x Capex²                (30)                (30)                  (30)                 (30) Pacific                 FV/EBITDA 2017E Free cash flow                46                46                 46                48 Country Market cap ADTV¹ 3M Median2 Min² Max² Country risk 5.1% 4.0% 2.8% 2.1% Generation     8.0x 7.7x 8.9x Colbun Chile 4,263 1.8 8.0x Unlevered beta 0.85 0.65 0.60 0.60 Debt/Capitalization 25% 35% 35% 35% AES Gener Chile 4,121 1.0 8.0x E-CL Chile 1,801 1.0 7.7x WACC 11.2% 8.8% 7.5% 7.2% Endesa Chile Chile 7,604 9.2 8.9x Expected growth 2.0% 2.0% 2.5% 2.5% Distribution and transmission 7.8x 6.5x 10.5x Firm value 496 661 895 1.083 Enersis Chile Chile 5,772 8.3 6.5x Implied FV/EBITDA 5.0x 6.6x 9.0x 10.8x Aguas Andinas Chile 3,521 2.2 10.5x ISA Colombia 3,399 1.6 6.5x Source: Capital IQ, Financial Statements. Market data as of June 30, 2016 ¹ Includes CREE’s 9.0% tax rate in Colombia and Labor Workers’ 5.0% tax rate in Range of multiples used Peru Source: Capital IQ, Financial Statements. Market data as of June 30, 2016 ² Considers Depreciation = Capex ¹ Average daily trading volume of the last 3 months; ² Valuation range considers maximum/minimum trading multiples in the list. In the Argentinian generation business, range has a +/-1.0x sensitivity over the discounted multiple of Pampa Energia. For Brazil distribution companies, outliers (CPFL Energia and Eletropaulo) are excluded. Mid-point considers median observation for those groups with three or more comparables and average for 58 everything else; 3 Considers a 1.0x discount over the median of trading comparable multiples; 4 Integrated companies are involved in different power businesses, focused mainly in power generation and power distribution    


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Market DCF Summary of individual companies valuation based on trading multiples Multiples Multiple’s valuation summary (US$mm) Enersis Americas Endesa Americas Chilectra Americas FV/EBITDA FV/MW FV/Clients Equity Company Business Firm Value Stake Prop. Stake Prop. Stake Prop. 2017E (US$mm/MW) (US$/client) value1    (%) equity (%) equity (%) equity Chocon Gx 3.7x 0.25 342 277 39% 108 65% 180 —— Costanera Gx 3.7x 0.10 222 157 45% 71 76% 119 ——Dock Sud2 Gx 3.7x 0.23 198 153 40% 61 ————Edesur Dx 2.4x 136 513 3444 72% 246 1% 2 34% 117 TESA Tx 2.4x 4 (22) 84% (18) 37% (8) 11% (2) CTM Tx 2.4x 3 (22) 84% (18) 37% (8) 11% (2) Other Arg. n.a. 3 8 n.a. 6 n.a. 5 n.a. 0 Cachoeira Gx 5.4x 0.89 590 626 84% 527 37% 232 11% 70 Fortaleza Gx 5.4x 1.40 457 457 84% 385 37% 170 11% 51 Ampla Dx 6.1x 360 1,638 593 92% 546 17% 103 37% 217 Coelce Dx 6.1x 302 1,734 1,408 65% 913 22% 308 7% 93 CIEN Tx 8.1x 650 634 84% 535 37% 235 11% 71 Com. e Serv. Other 5.8x 77 75 84% 63 37% 28 11% 8 Enel Brazil Hold. 5.8x (244) 249 84% 210 37% 92 11% 28 Emgesa Gx 8.0x 1.66 5,761 4,071 38% 1,536 27% 1,094 0% 0 Codensa Dx 7.8x 840 3,678 3,018 48% 1,461 —9% 282 Edegel2 Gx 8.0x 1.09 2,164 2,012 59% 1,179 63% 1,257 ——Chinango Gx 8.0x 313 283 47% 133 50% 141 ——EEPSA Gx 8.0x 391 349 97% 337 ————Edelnor Dx 7.8x 910 1,854 1,447 76% 1,093 ——16% 225 Other Peru n.a. (2) (5) n.a. (6)    n.a. 0 n.a. 9 Enersis Amer. Hold. 10.0x (172) 1,174 100% 1,174 ———— Holding3 Endesa Amer. Hold. 10.0x (26) 36 60% 21 100% 36 ——Chilectra Amer. Hold. 10.0x (18) (154) 99% (153) ——100% (154) Equity 10,411 3,987 1,015 Note 1: Firm and equity values correspond to the mid-points of the valuation ranges Note 2: Multiples calculated in local currency 1 Considers 100% of equity value 2 FV/EBITDA calculated based on a normalized 2017 EBITDA estimated by averaging 2016 and 2018 EBITDA figures 59 3 Considers a larger multiple given the EBITDA to FCF convertion ratio of these holding companies 4 Edesur’s Equity Bridge includes only 30% of the total debt with CAMMESA (AR$9,367mm/US$629mm)    


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Market DCF Valuation summary for Endesa Americas based on trading multiples Multiples Breakdown of Endesa Americas’ equity value (US$mm) Breakdown by business Valuation based on trading multiples using the Financial 80% Projections’ EBITDA is ~5% above Gx current market capitalization Dx Tx Peru: US$1,398mm; 8.0x 36 3,987 Hold. & other 1,398 (CLP$321/share) 4% 6% 10% Breakdown by country 29% Colombia: US$1,094mm; 8.0x Argentina 27% 1,094 Brazil Colombia Peru Holding 7% 1% Brazil: US$1,168mm; n.a. 35% 120 235 411 401 Argentina: US$290mm; 2.9x 299 4 (16) 3 Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Holding Equity value 2.9x1 n.a. n.a. n.a. n.a. n.a. n.a. n.a. 8.0x n.a. n.a. n.a. 8.0x n.a. n.a. n.a. Argentina Brazil Colombia Peru Source: Capital IQ, Financial Statements, Financial Projections. Market data as of June 30, 2016 Note 1: Multiples shown below the horizontal axis correspond to FV/EBITDA 2017E average by business Note 2: Multiples in functional currency 1 Firm value adjusted by FONINVEMEM and VOSA expected payments 60    


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Market DCF Valuation summary for Enersis Americas based on trading multiples Multiples Breakdown of Enersis Americas’ equity value (US$mm) Breakdown by business3 Valuation based on trading multiples using the Financial Projections’ EBITDA is ~23% above Gx 42% current market capitalization Dx Tx Hold. & other 10,411 1,042 2 (CLP$140/share) Peru: US$2,736mm; 7.9x 11% 42% 1,093 (6) 5% 1,657 Breakdown by country3 Colombia: US$2,997mm; 7.9x 31% Argentina 29% Brazil 1,461 1 Colombia Peru Holding 4% 1,535 8% Brazil: US$3,179mm; 6.2x 27% 273 535 1,459 912 Argentina: US$456mm; 2.9x 241 250 (37) 2 Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Holding Equity value 3.7x1 2.4x 2.4x n.a. 5.4x 6.1x 8.1x n.a. 8.0x 7.8x n.a. n.a. 8.0x 7.8x n.a. n.a. Argentina Brazil Colombia Peru Source: Capital IQ, Financial Statements, Financial Projections. Market data as of June 30, 2016 Note 1: Multiples shown below the horizontal axis correspond to FV/EBITDA 2017E average by business Note 2: Multiples in functional currency 1 Firm value adjusted by FONINVEMEM and VOSA expected payments 2 Holding equity value considers effect of expected dividend of CLP120,000mm to be paid to Chilectra Americas’ shareholders. As informed by Enersis Americas management, dividend will be voted in the extraordinary shareholders meeting to be held in connection with the Merger 3 Breakdown does not consider expected dividend of CLP120,000mm expected to be paid to Chilectra Americas’ shareholders 61    


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Market DCF Valuation summary for Chilectra Americas based on trading multiples Multiples Breakdown of Chilectra Americas’ equity value (US$mm) Breakdown by business2 Valuation based on trading multiples using the Financial Projections’ EBITDA is ~30% above Gx current market capitalization Dx Peru: US$234mm Tx 78% (154)1     Hold. & other 225 9 10% 1,015 6% Colombia: US$282mm (CLP$582/share) 6% 282 Breakdown by country2 45% Argentina Brazil Brazil: US$540mm Colombia 37 Peru Holding 9% 71 24% 311 2% 20% 122 Argentina: US$112mm 117 (5) Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Gx. Dx. Tx. Other Holding Equity value n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. Argentina Brazil Colombia Peru Source: Capital IQ, Financial Statements, Financial Projections. Market data as of June 30, 2016 Note 1: Multiples shown below the horizontal axis correspond to FV/EBITDA 2017E average by business Note 2: Multiples in functional currency 1 Holding equity value considers effect of expected dividend of CLP120,000mm to be paid to Chilectra Americas’ shareholders. As informed by Enersis Americas management, dividend will be voted in the extraordinary shareholders meeting to be held in connection to with Merger 2 Breakdown does not consider expected dividend of CLP120,000mm expected to be paid to Chilectra Americas’ shareholders 62    


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Enersis Americas, Endesa Americas and Chilectra Americas valuation summary Valuation summary (US$bn for equity value, CLP$ for share price) Share price: Min Mid Max $3.7 $4.2 $4.8 DCF valuation $296 $335 $388 $4.0 Americas FV/EBITDA 17E based on Financial Projections $3.6 $4.8 $291 $321 $385 $3.8 Market value $278 $296 $315 $3.4 $3.9 Endesa $3.8 Research analysts’ target price $289 $305 $328 $3.6 $4.1 $9.9 DCF valuation $8.6 $11.7 $116 $133 $157 Americas FV/EBITDA 17E based on Financial Projections $8.9 $10.4 $13.5 $120 $140 $181 $8.4 Market value $7.0 $8.4 $95 $111 $117 Enersis $8.9 Research analysts’ target price $7.9 $9.5 $106 $120 $128 $0.9 DCF valuation $0.8 $1.3 $377 $491 $646 $1.0 Americas FV/EBITDA 17E based on Financial Projections $0.7 $1.6 $399 $582 $944 Market value $0.7 $0.8 $444 $446 $446 Chilectra Research analysts’ target price n.a. n.a. n.a. n.a. — 2.0 4.0 6.0 8.0 10.0 12.0 14.0 Note 1: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the equity value of each company. In the DCF valuation, WACC sensitivity is based on a factor of 0.95x and 1.05x and terminal value’s perpetuity growth rate sensitivity of +/- 0.5% Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts’ target prices case 63


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Enersis Americas Pro-forma equity valuation Enersis Americas Pro-forma equity value (US$bn) $10.1 $11.6 $13.6 DCF valuation FV/EBITDA 17E based on Financial Projections $10.4 $12.0 $15.4 Market value $8.4 $9.4 $10.0 Research analysts’ $10.4 target price $9.4 $11.1 6.0 8.0 10.0 12.0 14.0 16.0 Note 1: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the equity value of each company. In the DCF valuation, WACC sensitivity is based on a factor of 0.95x and 1.05x and terminal value’s perpetuity growth rate sensitivity of +/- 0.5% Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts’ target prices case 64    


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Agenda I. Introduction and executive summary                3 II. Merger description                 16 1. Background and description of the proposed transaction                 16 2. Scope of Tyndall´s work                32 III. Analysis performed by Tyndall                36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas                 36 2. Analysis of the Reference Exchange Ratio                 65 3. Considerations regarding the Merger’s contribution to the social interest of Endesa Americas                 72 4. Other considerations                76 IV. Conclusions                82 V. Appendix                87 65    


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Relative contribution to Enersis Americas and exchange ratio    After performing a valuation analysis on Enersis Americas, Endesa Americas and Chilectra Americas, it is necessary to analyze the relative contribution of each one in the Merger    For our analysis we used two equivalent methods to parameterize the contribution of the shareholders of Endesa Americas in the Merger    Relative Contribution of the minority shareholders of Endesa Americas in the Merger —Percentage of the equity value of Pro-forma Enersis Americas that is contributed by the minority shareholders of Endesa Americas Relative Contribution of Equity value of Endesa Americas x Ownership stake of minority shareholders minority shareholders of = Endesa Americas Equity value of Pro-forma Enersis Americas    Exchange ratio —The number of shares of Pro-forma Enersis Americas to be received for each share of Endesa Americas Price of Endesa Americas share Exchange ratio = Number of shares in Endesa Americas to exchange for each = share of Enersis Americas Price of Enersis Americas share    Since the Merger involves three companies (Endesa Americas, Enersis Americas and Chilectra Americas), for the purposes of the Relative Contribution and exchange ratio for the shareholders of Endesa Americas analyses, we assumed that the exchange ratio between Chilectra Americas and Enersis Americas contained in the Reference Exchange Ratio (4.0 shares of Enersis Americas for each share of Chilectra Americas) was an exogenous and fixed parameter —Given the relative sizes of the companies participating in the Merger and the ownership stake of Enersis Americas in Chilectra Americas (99.1%), the exchange ratio between the shares of Endesa Americas and Enersis Americas is not materially sensitive to changes in the exchange ratio between Chilectra Americas and Enersis Americas 66    


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Analysis of the exchange ratio observed in the market (1/2) Considerations    The exchange ratio or historical “ratio” shows the evolution of the relative price of the shares of two publicly listed companies listed during a certain period of time (the analysis period)    This ratio is calculated by dividing, for each trading day of the analysis period, the closing price of the share of the company to be absorbed by the price of the share of the absorbing company    The resulting ratio shows, for each date Included In the analysis, the price of the share of the company to be absorbed in terms of shares of the absorbing company and represents the number of shares of the absorbing company that it will be necessary to deliver to the shareholder of the absorbed company for each of their shares    It is therefore a methodology of (i) relative valuation (ii) based on market parameters that provides context and a reference to the exchange ratio proposed for a merger, comparing it with the historical evolution of the relative prices of both shares    Relevant aspects to consider when using this methodology:    Liquidity of the shares / volumes traded at different prices    Absence of factors (e.g., rumors of purchase, extraordinary events, etc.), other than the performance of the companies itself, which may have affected or may be affecting the market price of the respective companies —The objective of this analysis is to determine the “neutral” exchange ratio on the basis of market prices that are “not affected“ —Therefore, to perform this kind of analysis we try to use a timeframe in which the prices of the shares don’t include information concerning the transaction being analyzed (yet)    Relative coverage by research analysts    Changes in equity due to (i) distributions to shareholders (dividends or repurchase of shares) and (ii) issuance of new shares    In the case of Enersis Americas and Endesa Americas, since their first day of trading, the market price of their shares was “affected” by information about the Corporate Reorganization and the Merger, in particular with regard to the Reference Exchange Ratio announced in the Division Shareholders Meeting    In addition, after the Division Shareholders Meeting, the three companies to be merged distributed dividends in a different proportion from the one implicit in the Reference Exchange Ratio 67    


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Analysis of the exchange ratio observed in the market (2/2) Exchange Ratio evolution since April 21, 2016 More favorable Exchange Ratio distribution by days: for Endesa Exchange Ratio non-adjusted by dividends Americas 3.00x Exchange Ratio adjusted by dividends < 2.60x 1 2.60x—2.65x 8 2.95x 2.65x—2.70x 13 72% of the 2.70x—2.75x 16 trading volume 2.90x 2.75x—2.80x 7 2.80x—2.85x 2 2.85x May-17: Closing date for > 2.85x 3 dividend payments1 0 5 10 15 20 2.80x Reference Exchange Ratio: 2.80x 2.75x Exchange Ratio as of June 30: 2.69x 2.70x Exchange Ratio as of June 30: 2.67x 2.65x 2.60x Less favorable 2.55x for Endesa Americas 04/21 04/28 05/05 05/12 05/19 05/26 06/02 06/09 06/16 06/23 06/30    In general, the implicit exchange ratio observed in the market is slightly below the Reference Exchange Ratio, which could be a result of the historical exchange ratio incorporating the risk that the Merger is not consummated or that the Terms and Conditions of the Merger are modified    It is reasonable to expect the exchange ratio to converge to 2.8x as the Merger date approaches Source: Capital IQ 1 May 17, 2016 was the closing date for dividends payment for Endesa Americas and Enersis Americas shareholders. Dividends per share were 68 CLP$9.37 and CLP$4.17 per share for Endesa Americas and Enersis Americas, respectively    


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Exchange Ratio and relative contribution to Enersis Americas Pro-forma Exchange Ratio according to different valuation methodologies 3.5x Proposed Exchange Ratio : 2.80x [15.8%] More favorable for Endesa Americas 2.9x [16.1%] 3.0x 2.9x [16.4%] 2.9x [16.1%] 2.8x 2.7x [15.1%] 2.7x 2.7x [15.3%] [15.3%] 2.5x 2.5x [14.4%] 2.6x [14.8%] 2.3x [13.3%] 2.4x [13.9%] 2.2x [12.7%] 2.0x 1.9x [11.3%] Less favorable 1.5x for Endesa Market value DCF FV/EBITDA Multiple Research analysts’ Americas target price Note 1: Figures in brackets correspond to the ownership stake of the minority shareholders of Endesa Americas in Enersis Americas Pro-forma Note 2: Highlighted circle on each range corresponds to the base case scenario in the DCF and FV/EBITDA multiple case, the market price as of June 30, 2016, in the Market value case, and the median in the Research analysts’ target prices case Note 3: Ranges are based on sensitivities of discount rates and perpetuity growth rates (in the case of DCF) and multiples (in the case of trading multiples) that maximize/minimize the ownership stake of the minority shareholders of Endesa Americas in Enersis Americas Pro-forma 69    


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Sensitivity analysis of the exchange ratio to changes in the valuation of the operating companies Considerations    The chart below shows the impact on the exchange ratio of a change in the value of the operating companies that are part of Endesa America, Enersis Americas and Chilectra Americas The bars show the impact on the exchange ratio of an increase of 10% in the firm value of each of the companies shown (the impact of this increase on the relative contribution of the minority shareholders of Endesa Americas in Enersis Americas Pro-forma is shown in parenthesis) The chart is based on a DCF valuation analysis that on its base case results in an exchange ratio of 2.5x (14.4% ownership stake for the minority shareholders of Endesa Americas in Enersis Americas Pro-forma) The chart shows that an increase in the value of power generation companies in Peru and Colombia would have the greatest positive impact on the exchange ratio (increase of 0.046x in the case of Emgesa and 0.054x In the case of Edegel). On the other hand, a 10% increase in the firm value of power distribution companies in Peru and Colombia would have the greatest negative impact on the exchange ratio (a reduction of 0.039x in the case of Codensa and 0.041x in the case of Edelnor) In the case of the Argentine companies, Chocon is the one that would have the greatest impact on the exchange ratio, with an increase of 0.009x in the event of an increase of 10% in its firm value In Brazil, Ampla is the company that would have the greatest impact with a decrease of 0.022x in the exchange ratio in the event of a 10% increase in its firm value Sensitivity analysis of the exchange ratio based on a 10% increase in the firm value of operating companies Exchange ratio (relative contribution of Endesa’s minority shareholders) based on DCF valuation 0.054x 0.046x 0.009x 0.009x 0.003x 0.000x 0.000x 0.000x (0.002x) (0.004x) (0.007x) (0.008x) (0.022x) (0.039x) (0.041x) Chocón Costanera Dock Sud Edesur Cachoeira Fortaleza Ampla Coelce CIEN Emgesa Codensa Edegel Chinango EEPSA Edelnor Impact on relative contribution of Endesa’s minority shareholders (bps) 5 2 (1) (3) 0 0 (9) (2) 0 23 (20) 27 4 (4) (21) 70


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Considerations regarding the analysis of the exchange ratio    The ranges for the relative contribution and exchange ratio analyses under multiples and DCF valuation methodologies correspond to the minimum and maximum possible values under different combinations of the sensitized variables (stress test)    We used the combination of discount rates and perpetuity growth rates (DCF case), or multiples (multiple based valuation), that maximizes and minimizes the relative contribution of the minority shareholders of Endesa Americas in Enersis Americas Pro-forma    In the case of the ranges for market value and research analysts price targets, they correspond to the minimum and maximum values observed Given that (i) Enersis Americas has a relevant ownership stake in Endesa Americas and Chilectra Americas, (ii) Enersis Americas is a shareholder in most of the companies in which Endesa Americas and Chilectra Americas hold a stake, and (iii) Enersis Americas, Endesa Americas and Chilectra Americas are shareholders of Enel Brazil, the range of the relative contribution has a relatively stable behavior, even in significantly different valuation scenarios    The Reference Exchange Ratio is located at the top of the range and above the mid-point of the exchange ratios obtained under the two valuation methodologies used, and above the market values and target prices of research analysts    Furthermore, our sensitivity analysis suggests that even under different valuation scenarios for specific operating assets, the exchange ratio does not show significant variations, considering it very unlikely that variations in the value of operating assets may cause the value of the Reference Exchange Ratio to be below the range obtained    Therefore, we believe that if the Merger is performed with the Reference Exchange Ratio, it would conform in terms of “price” to those currently prevailing in the market 71


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Agenda I. Introduction and executive summary                3 II. Merger description                 16 1. Background and description of the proposed transaction                 16 2. Scope of Tyndall´s work                32 III. Analysis performed by Tyndall                36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas                 36 2. Analysis of the Reference Exchange Ratio                 65 3. Considerations regarding the Merger’s contribution to the social interest of Endesa Americas                 72 4. Other considerations                76 IV. Conclusions                82 V. Appendix                87 72    


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Methodology used to determine the potential contribution of the Merger to the social interest of Endesa Americas (1/3)    From a purely financial perspective, it is reasonable to assume that a transaction contributes to the social interest of a company, to the extent that the economic value for the shareholders of the company is greater if the transaction is carried out than if it is not    According to this criterion, in order to analyze whether the Merger contributes to the social interest of Endesa Americas, it is necessary to perform a Value Creation Analysis, which consists in comparing the value of the net assets or equity of Endesa Americas assuming that it continues to operate independently (“Value Without Merger”), with the pro-forma value for the shareholders of Endesa Americas if the Merger were to materialize under the proposed terms (“Pro-forma Value”)    If the difference between the Pro-forma Value and the Value Without Merger is positive, then the transaction creates value If the difference between the Pro-forma Value and the Value Without Merger is negative, then the transaction destroys value The estimated amount of value created or destroyed by the transaction would be equal to that difference    For the analysis to be consistent, the Values Without Merger and the Pro-forma Values should be estimated using the same methodology (market values, DCF, multiples, etc.) and using consistent assumptions     In the specific case of the Merger, the Value Creation Analysis would require comparing:    The equity value of Endesa Americas at a certain date, assuming that it continues to operate without the Merger (“Endesa Americas Without Merger”); versus    The ownership stake of the shareholders of Endesa in Enersis Americas according to the Reference Exchange Ratio (“Ownership Stake in Enersis Americas”)    The value created (destroyed) by the Merger would be the result of: Value creation (destruction) = Ownership Stake in Enersis Americas—Endesa Americas Without Merger 73


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Methodology used to determine the potential contribution of the Merger to the social interest of Endesa Americas (2/3)    Performing the Value Creation Analysis to the Merger in the terms described before, would require: Financial and operational projections for Endesa Americas Without Merger Financial and operational projections for Enersis Americas Pro-forma    To date, however, Enersis Americas and Endesa Americas have provided the information under the assumption that the Merger takes place, this is, a free cash flow projection, including an EBITDA projection, for each of Endesa Americas, Chilectra Americas and Enersis Americas (holding companies), and for the operating companies that comprise their respective groups, that already includes the effects of the Merger (i.e., there is no projection “without Merger” for these companies) In this scenario, we used two mechanisms to estimate whether the Merger is expected to create value for Endesa Americas’ shareholders Comparing the Reference Exchange Ratio with the estimated exchange ratio according to different valuation methodologies    If the Reference Exchange Ratio is located above the midpoint of the range, it is likely that the Merger, if performed according to the Terms and Conditions of the Merger, will create value for the shareholders of Endesa Americas    Estimating whether the cancellation of the Merger would have a positive or negative impact on the current market price of Endesa Americas Endesa Americas is a holding company that has controlling stakes (but not necessarily the absolute majority of economic rights), in power generation assets in Argentina, Peru and Colombia, and a minority stake in power distribution and generation assets in Brazil If the Merger is not implemented, there are factors and risks that could negatively impact the market price of the Endesa Americas —Endesa Americas would probably require a management structure at the parent company level that it does not currently have and whose cost is not considered in the Financial Projections (additional cost) —Potential discounts to the value of underlying assets i. Endesa Americas would have material non-consolidated investments (Enel Brazil) and minority interests (Colombia, Peru and Argentina) that could difficult coverage and valuation of the stock by the market —Conflict of interest at the Enel level regarding the vehicle to use to grow in Latin America (Enersis Americas, where it owns 60.62% of the economic rights vs. Endesa Americas, where it only owns 36.36% of the economic rights), which could adversely affect market price —Potential decline in the liquidity of the share    Additionally, the Merger would eliminate a number of expenses related to the maintenance of a publicly traded corporation, which also has an ADR program, including expenses for professional fees of lawyers and auditors, investor relations and the Board of Directors 74    


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Methodology used to determine the potential contribution of the Merger to the social interest of Endesa Americas (3/3)    Considering the position of Endesa Americas current shareholders, the market price of the stock, and the Reference Exchange Ratio, from a purely financial value creation point of view, the Merger would be positive for the shareholders of Endesa Americas Given that our analysis suggests that from a purely financial point of view, the Merger would be positive for the shareholders of Endesa Americas, and considering that the value of Endesa Americas could be negatively affected if the Merger is not implemented, we conclude that the Merger, if implemented under the Terms and Conditions of the Merger, would contribute to the social interest of Endesa Americas 75    


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Agenda I. Introduction and executive summary                3 II. Merger description                 16 1. Background and description of the proposed transaction                 16 2. Scope of Tyndall´s work                32 III. Analysis performed by Tyndall                36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas                 36 2. Analysis of the Reference Exchange Ratio                 65 3. Considerations regarding the Merger’s contribution to the social interest of Endesa Americas                 72 4. Other considerations                76 IV. Conclusions                82 V. Appendix                87 76    


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Considerations on the Terms and Conditions of the Merger (1/5) Considerations on the Tender Offer (1/2)    In the context of a Merger, dissenting shareholders who do not approve the operation are “protected” by the withdrawal right (more information on the calculation of the exercise price for withdrawal rights purposes on page 94)    Prior to the Divisions, and given the stages and deadlines of the Corporate Reorganization process proposed, some shareholders of Endesa expressed their concern with regard to the effectiveness of the withdrawal right in the context of the Corporate Reorganization    The exercise price of the withdrawal right is calculated during the 60 trading days period between the thirtieth and ninetieth trading days prior to the shareholders meeting that approves a merger    However, given that in the context of the Corporate Reorganization, the companies to be merged were only to trade after the announcement of the Reference Exchange Ratio, the price of Endesa Americas, and therefore the “market price” for purposes of the withdrawal right, would already be affected by the Merger    Therefore, if a dissenting shareholder believed that the Reference Exchange Ratio was unfavorable, the withdrawal right would not grant him protection from a valuation point of view (possibility of selling at a price unaffected by the Merger), but it would simply allow him to sell all of his shares at a market price already affected by the Reference Exchange Ratio (i.e. it would only provide him liquidity)    The announcement of Enersis (now Enersis Americas) regarding its intention to launch a Tender Offer for up to 40.02% of the shares in Endesa Americas subject to the Tender Offer Conditions mentioned on page 26 of this report, was intended to provide the shareholders of Endesa with greater certainty regarding the minimum price at which they would be able to sell the shares of Endesa Americas that they would receive as a result of Endesa’s division, in case they considered the Merger to be unfavorable to them    Although the Tender Offer Price (CLP$285 per share) is currently below the market price of Endesa Americas’ share, we believe that the Tende Offer Price provides a “floor” which gives a greater degree of protection to the shareholders of Endesa Americas (obviously subject to the actual launching of the Tender Offer and that, when this happens, it is not subject to additional conditions that distort its original purpose) 77


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Considerations on the Terms and Conditions of the Merger (2/5) Considerations on the Tender Offer (2/2)    The price implicit in the Reference Exchange Ratio is 11.4% higher than the Tender Offer Price, using the share price of Enersis Americas as of June 30, 2016 as a reference    Also, the market price as of June 30, 2016 is 7.0% higher than the Tender Offer Price    The weighted average price, using a methodology similar to that used for the calculation of the exercise price of the withdrawal right (although in a different timeframe), is 3.8% higher than the Tender Offer Price    There can be differences in the tax treatment of capital gains under the exercise of withdrawal right versus selling in a Tender Offer, depending on the type of shareholder    For Pension Funds Administrators (AFPs) and shareholders that have acquired their shares on a stock exchange, capital gains are exempt from capital gains tax if they are sold in a tender offer. This does not apply for shares sold under the exercise of withdrawal rights, in which case the shareholders (excluding the AFPs), shall pay taxes on capital gains    ADR holders wouldn’t be subject to different taxation scenarios; they pay taxes on capital gains under both scenarios (except when the shares are sold at the same price of their exchange value) Tender Offer Price CLP$/share Premium / (discount) to Tender Offer Price Tender Offer Price 285.0—Market Price as of June 30, 2016 304.9 7.0% Weighted average Price 295.8 3.8% Price implicit in the Reference Exchange Ratio 317.5 11.4% Source: Information provided by Endesa Americas and Enersis Americas 78    


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Considerations on the Terms and Conditions of the Merger (3/5) Withdrawal Rights Conditions (1/2)    The Merger would be subject to a condition precedent, consisting of the Withdrawal Rights Conditions, this is:    That the exercise of withdrawal rights by the shareholders of Enersis Americas, Endesa Americas and Chilectra Americas does not exceed: —Up to 10.00% of the issued voting shares, in the case of Enersis Americas —Up to 10.00% of the issued voting shares, in the case of Endesa Americas —Up to 0.91% of the issued voting shares, in the case of Chilectra Americas    That the exercise of the withdrawal rights does not result in any shareholder exceeding the maximum share concentration of 65% in Enersis Americas after the Merger is consummated    The option of subjecting the Merger to a condition precedent is expressly stipulated in the Regulation of the LSA     The LSA provides (Article 71) that the Board of a company that adopted an agreement that grants withdrawal rights may call, within 30 days of the deadline for the exercise of such withdrawal rights, a new meeting so that it may reconsider or ratify the agreements that led to the exercise of the right    Although conditioning the Merger to the exercise of withdrawal rights not exceeding a predetermined limit expressed as a percentage of the total number of shares of the company, cannot be considered “customary” given the low number of mergers of publicly traded corporations performed in the Chilean market; it seems to us that it is a practice that is being incorporated in mergers of publicly traded corporations in Chile 79    


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Considerations on the Terms and Conditions of the Merger (4/5) Withdrawal Rights Conditions (1/2)    The percentages set for the limit of the exercise of withdrawal rights at Enersis Americas and Endesa Americas (up to 10.00% of the shares) are higher than the percentages set for previous mergers where this type of condition was included (given its ownership structure, the 0.91% set for Chilectra Americas should not be relevant) Company Date Upper limit Exercised rights (%) LAN 12/21/11 2.50% 0.002% Melon 11/29/10 0.85%¹ 0.27% E.Cl 12/29/09 5.00% 1.57% Watts 09/02/09 3.00% 2.13% Salfacorp 10/23/07 8.00% 0.00% Colbun 10/19/05 3.00% 0.47% Terranova² 04/13/05 0.47% 0.31% Masisa³ 04/12/05 0.99% 0.23% Terranova 10/31/03 n.a. 0.34% Falabella 10/17/03 n.a. 0.35%    Given the context of the Merger and from the perspective of a shareholder of Endesa Americas, we believe it is positive from a certainty of execution point of view, to have high limits since it makes it easier for the condition to be fulfilled, and therefore reduces the risk that the Merger is not consummated Source: SVS, Financial Statements of companies ¹ Condition precedent defined as the amount to be paid by Melon not to exceed US$3 million (equivalent to 0.17% of the shares). For an exercise of withdrawal rights implying an amount above US$3mm but below US$15mm (0.85% of the shares), the Board was entitled to waive such condition and authorize the Merger considering the best interest of the company. The withdrawal right was approximately US$5mm ² Condition precedent defined as the amount to be paid by Masisa not to exceed US$6mm (0.99% of total shares) ³ Condition precedent defined as the amount to be paid by Terranova not to exceed US$10 million (0.47% of the total number of shares) 80    


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Considerations on the Terms and Conditions of the Merger (5/5) Considerations on Enel’s commitments    1 Enel committed to vote in favor of the Merger at the respective shareholders meeting provided that no material adverse changes may have occurred before the meeting    This seems positive to us, since it gives a greater degree of certainty to the Merger and to the Terms and Conditions of the Merger that have already been announced Conditioning this commitment to the fact that before the meeting that votes on the Merger no material adverse changes have occurred, allocates market risk to the shareholders that already approved the Divisions with the expectation that the Merger would be approved in the announced terms    Enel stated that, if the Merger is approved, within a period of 5 years, it is its intention not to carry out any other corporate 2 reorganization process that affects Enersis Americas or propose that such process be carried out    We think this is a condition that is difficult to evaluate given that it is atypical for operations of this kind, which seems to us (i) that reflects an idiosyncratic situation of the Enersis Group and (ii) considering it to be positive (negative) would assume considering beforehand that every future reorganization proposal will be negative (positive) 81    


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Agenda I. Introduction and executive summary                3 II. Merger description                 16 1. Background and description of the proposed transaction                 16 2. Scope of Tyndall´s work                32 III. Analysis performed by Tyndall                36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas                 36 2. Analysis of the Reference Exchange Ratio                 65 3. Considerations regarding the Merger’s contribution to the social interest of Endesa Americas                 72 4. Other considerations                76 IV. Conclusions                82 V. Appendix                87 82    


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Conclusion (1/4) 1 Considering the position of the current shareholders of Endesa Americas, from a purely financial perspective of value creation, the approval of the Merger in accordance with the Reference Exchange Ratio would be positive for the shareholders of Endesa Americas     The Reference Exchange Ratio is close to the upper limit of the range and above the midpoint estimated for the exchange ratio under the two valuation methodologies used, as well as considering market values and target prices of research analysts    Furthermore, our sensitivity analysis suggests that even if the valuation of specific operating assets changes, the exchange ratio does not vary significantly, and operating scenarios where the value of the operating assets might cause the lower limit of the range to be located above the value of the Reference Exchange Ratio are considered highly unlikely    Additionally, if the Merger does not take place, there are factors and risks that could negatively impact Endesa Americas’ share price    Endesa Americas would probably require an administrative structure at the holding company level that it does not currently have, the cost of which is not included in the Standalone Value of Endesa Americas (additional cost)    A series of expenses, including those associated with maintaining a publicly traded company with an ADRs program, would be eliminated if the Merger takes place. Such expenses also include professional fees for lawyers and auditors, investor relations and Board of Directors    Potential discounts to the value of underlying assets based on potential difficulties from research analysts in covering an valuing the Company (relevant minority interest and non-consolidated investments)     Conflict of interest at the Enel level regarding the vehicle to be used to grow in Latin America (Enersis Americas, where it holds a ~61% economic interest vs. Endesa Americas, where it is only entitled to ~36% of the economic rights), which could adversely affect the market price of the share    Potential decline in liquidity 83    


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Conclusion (2/4) 2 Although the Tender Offer Price is currently below the market price of Endesa Americas, we believe that the Tender Offer Price provides a “floor” that gives Endesa Americas shareholders a greater degree of protection (subject to the Tender Offer actually being launched and, when that happens, the Tender Offer not being subject to additional conditions that distort its original purpose)    Endesa Americas’ share price implicit in the Reference Exchange Ratio is 11.4% higher than the Tender Offer Price, using the share price of Enersis Americas as of June 30, 2016 as a reference     The market price as of June 30, 2016 is 7.0% higher than the Tender Offer Price     The weighted average price (weighted by volume traded) using a similar methodology to the one used to calculate the exercise price of withdrawal rights (but for a different period), is 3.8% higher than the Tender Offer Price     However, depending on the type of shareholder, tax treatment of capital gains may vary. Therefore, assuming equal prices, there could be an advantage in selling shares in a Tender Offer versus exercising withdrawal rights 84


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Conclusion (3/4) 3 Other Terms and Conditions of the Merger    Regarding the Withdrawal Rights Conditions                The option of subjecting the Merger to a condition precedent is expressly stipulated in the Regulation of the LSA    The condition of the exercise of withdrawal rights not exceeding a maximum limit, expressed as a percentage of the shares of the company, is a practice that is being incorporated in mergers of publicly traded companies in Chile —The LSA provides (Article 71) that the Board of a company that adopted an agreement that grants withdrawal rights may call, within 30 days of the deadline for the exercise of such withdrawal rights, a new meeting so that it may reconsider or ratify the agreements that led to the exercise of the right Regarding the limits set for the Merger, the percentages set for Enersis Americas and Endesa Americas (up to 10.00% of the shares) are higher than the percentages set for previous mergers where this type of condition was included (given its ownership structure, the 0.91% set for Chilectra Americas should not be relevant) —This is positive from a certainty of execution point of view, since it makes it easier for the condition to be fulfilled     Regarding Enel´s commitment to vote in favor of the Merger, we think it’s positive since it gives a greater degree of certainty to the Merger and to the Terms and Conditions of the Merger that have already been announced    Conditioning this commitment to the fact that before the meeting that votes on the Merger no material adverse changes have occurred, allocates market risk to the shareholders that already approved the Divisions with the expectation that the Merger would be approved in the announced terms Regarding Enel´s commitment that if the Merger is approved, within a period of 5 years, it is its intention not to carry out any other corporate reorganization process that affects Enersis Americas or propose that such process be carried out, we think this is a condition that is difficult to evaluate because it is atypical for operations of this kind, which seems to us (i) that reflects an idiosyncratic situation of the Enersis Group and (ii) considering it to be positive (negative) would assume considering beforehand that every future reorganization proposal will be negative (positive) 85    


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Conclusion (4/4)    On May 6, 2016, the Committee of Directors appointed Tyndall as an additional independent appraiser to inform the shareholders of Endesa Americas about the conditions of the Merger, its effects, and its potential impact on the Company, pursuant to the terms set forth in Article 147 of the LSA    Based upon, and subject to the factors and assumptions set forth in this Report, we conclude the following with regard to the proposed Merger:    We believe that the consummation of the Merger, pursuant to the terms and conditions proposed, would contribute to the social interest of Endesa America    The proposed exchange ratio of 2.8 shares of Enersis Americas for each share of Endesa Americas is consistent with market conditions prevailing in the market at the time of this Report    The other terms and conditions of the Merger, summarized in what we have defined as the Terms and Conditions of the Merger, also conform to the ones prevailing in the market at the time of this Report 86


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Agenda I. Introduction and executive summary                3 II. Merger description                 16 1. Background and description of the proposed transaction                 16 2. Scope of Tyndall´s work                32 III. Analysis performed by Tyndall                36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas                 36 2. Analysis of the Reference Exchange Ratio                 65 3. Considerations regarding the Merger’s contribution to the social interest of Endesa Americas                 72 4. Other considerations                76 IV. Conclusions                82 V. Appendix                87 1. Trading comparables                87 87    


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Adjusted trading comparables by business (1/2) Integrated companies US$mm FV/EBITDA P/E CAGR 15—17 Country Firm value Market cap ADTV 3M     2015E 2016E 2017E 2015E 2016E 2017E EBITDA Pampa Energia Argentina 2,484 1,857 8.2 6.2x 4.7x 4.2x 13.2x 9.4x 9.5x 22.2% CPFL Energia Brazil 12,916 6,545 16.7 10.4x 9.4x 8.5x 22.1x 16.5x 13.7x 10.6% CEMIG Brazil 6,999 2,860 22.5 6.2x 7.1x 5.8x 6.1x 7.1x 5.4x 4.1% COPEL Brazil 4,873 2,497 10.9 6.5x 5.4x 5.2x 8.0x 7.0x 6.3x 12.3% EDP Brazil 4,050 2,023 10.2 6.1x 6.1x 5.8x 12.7x 13.2x 9.7x 2.8% Light Brazil 2,676 718 3.4 5.9x 5.1x 4.5x 25.4x 6.6x 3.8x 14.5% EEB Colombia 9,698 5,622 0.3 7.8x 5.8x 5.0x 11.7x 15.6x 10.2x 24.8% Enersis Chile 13,699 8,434 14.4 5.0x 4.8x 4.5x 13.7x 12.2x 10.1x 5.4% Americas Enersis Chile2 Chile 8,246 5,772 8.3 6.4x 6.5x 6.4x 9.9x 12.5x 12.2x n.a. Media                 10.5                 6.7x 6.1x 5.5x    13.6x 11.1x 9.0x    10.7% Median                 10.2                 6.2x 5.8x 5.2x    12.7x 12.2x 9.7x    10.6% Power generation companies US$mm FV/EBITDA P/E CAGR 15—17 Country Firm value Market cap ADTV 3M FV/MW1 2015E 2016E 2017E 2015E 2016E 2017E EBITDA Tractebel Brazil 8,147 7,809 9.2 1.1 7.1x 6.3x 5.8x 13.3x 12.0x 10.7x 10.0% CESP Brazil 1,349 1,217 4.3 0.8 4.9x 4.8x 5.0x 14.5x 9.6x 8.5x n.a. AES Tietê Brazil 1,976 1,761 6.6 0.7 6.0x 5.3x 5.2x 11.3x 9.2x 8.4x 7.3% Colbun Chile 5,695 4,263 1.8 1.5 8.0x 8.0x 8.0x 13.8x 12.5x 14.6x 0.3% AES Gener Chile 5,6053 4,121 1.0 1.2 7.2x3 8.0x3 7.5x3 15.3x 16.0x 13.2x 6.2% E-CL Chile 2,231 1,801 1.0 1.1 7.2x 7.7x 6.6x 6.5x 27.6x 18.8x 4.5% Endesa Americas Chile 7,640 3,789 4.3 0.9 7.0x 6.9x 6.9x 10.8x 13.4x 13.3x 0.4% Endesa Chile2 Chile 8,908 7,604 9.2 1.4 9.2x 8.9x 8.7x 12.1x 14.1x 14.3x 2.8% Media                 4.2 1.1 7.1x 7.0x 6.7x 12.2x 14.3x 12.7x    4.5% Median                 4.3 1.1 7.1x 7.3x 6.8x 12.7x 13.0x 13.3x    4.5% Source: Capital IQ, Financial Statements. Market data as of June 30, 2016 Note: Minority interest at market value was estimated by applying the respective P/B ratio to the book value of the minority interest 1 US$000´s/MW; 2 Endesa Chile and Enersis Chile valuations exclude capex effectively executed to date in Los Condores power plant, which should start operations in 4Q18; 2 Electrica Guacolda is consolidated proportionally. Proportional net debt is added to the firm value for multiple calculation purposes. An estimate of the proportional 2017E EBITDA is also considered to ensure consistency. Additionally, Cochrane and Alto Maipo projects are excluded until the beginning of their operations in 3Q16 and 1Q19, respectively 88    


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Adjusted trading comparables by business (2/2) Power distribution companies US$mm FV/EBITDA P/E CAGR 15—17 Country Firm value Market cap ADTV 3M FV/clients1 2015E 2016E 2017E 2015E 2016E 2017E EBITDA Edenor Argentina 931 790 1.0 328 5.1x 3.4x 2.9x 11.0x 4.5x 3.1x 32.9% Eletropaulo Brazil 1,262 442 2.2 183 5.0x 3.4x 2.6x 9.3x 5.5x 2.9x 38.8% Equatorial Brazil 4,173 3,017 14.3 1.828 10.4x 8.9x 7.7x 16.3x 13.1x 10.0x 16.5% Aguas Andinas Chile 4,962 3,521 2.2 1.160 11.1x 10.5x 10.0x 17.8x 16.8x 16.0x 5.4% Media                 4.9    875    7.9x 6.5x 5.8x    13.6x 10.0x 8.0x    23.4% Mediana                  2.2    744    7.8x 6.1x 5.3x    13.6x 9.3x 6.6x    24.7% Power transmission companies US$mm FV/EBITDA P/E CAGR 15—17 Country Firm value Market cap ADTV 3M 2015E 2016E 2017E 2015E 2016E 2017E EBITDA TAESA Brazil 3,004 2,065 3.0 7.0x 7.7x 8.2x 6.7x 7.9x 7.8x n.a. CTEEP Brazil 3,420 3,147 7.9 20.7x 9.2x 7.1x 26.4x 16.6x 10.5x 71.0% Alupar Brazil 3,015 1,094 0.9 7.6x 7.3x 7.5x 11.3x 11.8x 10.2x 0.8% ISA Colombia 8,634 3,399 1.6 9.4x 6.5x 5.9x 20.0x 11.3x 10.2x 26.4% Media                 3.4 11.2x 7.7x 7.2x    16.1x 11.9x 9.7x    22.7% Mediana                 2.3 8.5x 7.5x 7.3x    15.6x 11.5x 10.2x    13.6% Source: Capital IQ, Financial Statements. Market data as of June 30, 2016 Note: Minority interest at market value was estimated by applying the respective P/B ratio to the book value of the minority interest 1 US$/clients 89    


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Agenda I. Introduction and executive summary                3 II. Merger description                 16 1. Background and description of the proposed transaction                 16 2. Scope of Tyndall´s work                32 III. Analysis performed by Tyndall                36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas                 36 2. Analysis of the Reference Exchange Ratio                 65 3. Considerations regarding the Merger’s contribution to the social interest of Endesa Americas                 72 4. Other considerations                76 IV. Conclusions                82 V. Appendix                87 2. Replacement Capex for generation assets                 90 90    


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Terminal value replacement Capex assumptions (1/2) Generation The following table summarizes the replace cost per MW and the estimated useful life for different plant technologies Technology Type Replacement Capex (US$’000/MW)—a Estimated useful life (years) Hydro 1.200 50 Steam turbine 2.500 30 Thermal Gas turbine 600 25 Combined Cycle 1.000 25 Commercial operations Country Firm / Plant Technology Installed Capacity (MW) End of concession date (COD) Cachoeira Hydro 658 1997 2027 Fortaleza Thermal – Combined Cycle 322 2003 Emgesa 3,201 Betania Hydro 541 1987 Charquito Hydro 19 1972 Guavio Hydro 1,213 1992 El Limonar Hydro 18 1957 La Guaca Hydro 325 1985 La Junca Hydro 19 1968 La Tinta Hydro 20 1970 Paraiso Hydro 277 1985 Tequendama Hydro 20 1998 Quimbo Hydro 400 2015 Cartagena Steam turbine 127 1985 Termozipa Steam turbine 223 1978 Edegel 1,273 Callahuanca Hydro 80 1947 Huampani Hydro 30 1960 Huinco Hydro 247 1965 Matucana Hydro 129 1971 Moyopampa Hydro 65 1952 Santa Rosa Gas turbine 229 1990 Ventanilla Combined Cycle 493 2000 Source: Information provided by Endesa Americas and Enersis Americas 91


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Terminal value replacement Capex assumptions (2/2) Generation Commercial operations Country Firm / Plant Technology Installed Capacity (MW) End of concession date (COD) EEPSA 348 Malacas TG4 Gas turbine 103 1992 Malacas TG5 Gas turbine 193 2013 Malacas TG6 Gas turbine 52 2017 Chinango 194 Chimay Hydro 151 2000 Yanango Hydro 43 2000 Chocon Hydro 1,328 1972 2023 Costanera 2,317 TV Steam turbine 1,138 1962-1984 CC MHI Combined Cycle 859 1998 CC Sie Combined Cycle 320 1995 Dock Sud 870 CC Alstom Combined Cycle 798 2001 TG Gas turbine 72 1989 Source: Information provided by Endesa Americas and Enersis Americas 92    


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Agenda I. Introduction and executive summary                3 II. Merger description                 16 1. Background and description of the proposed transaction                 16 2. Scope of Tyndall´s work                32 III. Analysis performed by Tyndall                36 1. Valuation of Endesa Americas, Enersis Americas and Chilectra Americas                 36 2. Analysis of the Reference Exchange Ratio                 65 3. Considerations regarding the Merger’s contribution to the social interest of Endesa Americas                 72 4. Other considerations                76 IV. Conclusions                82 V. Appendix                87 3. Withdrawal rights                93 93    


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LOGO

 

Determination of the “market price” for the exercise of withdrawal rights Article 132 of the Regulation of the LSA Shares with presencia bursatil According to Article 132 of the Regulation of In NCG No 327 of 2012, the SVS set as requirements for a company to have    presencia bursatil (in addition to being registered on the Registro de Valores the LSA a difference should be made between: and listed in a stock exchange in Chile) to meet at least one of the following conditions: 1. Shares with presencia bursatil To have an “adjusted presence” of at least 25% To have a “Market Maker” The weighted average of stock exchange    Article 4 Bis of Law 18,045 of the Securities Market defines that the transactions during the 60 trading days “adjusted presence“ for a particular day should be calculated as follows: period between the thirtieth and ninetieth days preceding the date of the Number of days in which total daily transactions within the 180 shareholders meeting that triggers the trading days preceding the day of calculation reach a minimum of withdrawal right UF 1,000 This number should be divided by 180 and multiplied by 100, in order to be expressed as a percentage 2. Shares without presencia bursatil The NCG No 327 states that to determine the adjusted presence of a company that is created from a division, the daily volume traded on the days The book value of the shares in line with prior to the division should be calculated by multiplying total daily what is set forth in Article 132 of the transactions of the divided company before the division, by the percentage Regulation of the LSA that the new entity represents of the book value of the divided company     According to NCG No 327, it can be considered that a security has a “Market According to the cited articles, shares with Maker” if the issuer has signed a contract with at least one stock broker that presencia bursatil are those that are so meets the conditions indicated in the aforementioned NCG qualified by the SVS through general application rule 94    


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ANNEX G

FAIRNESS OPINION OF MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED, FINANCIAL ADVISOR TO ENERSIS AMÉRICAS


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[BANK OF AMERICA MERRILL LYNCH LETTERHEAD]

August 5, 2016

The Board of Directors

Enersis Américas S.A.

Sta. Rosa 76

Santiago 8330099

Chile

Members of the Board of Directors:

We understand that Enersis Américas S.A. (“Enersis”) proposes to undertake certain transactions pursuant to which, among other things, (i) Endesa Américas S.A. (“Endesa”) will merge with and into Enersis (the “Endesa Merger”) and each outstanding share of the common stock, no par value per share, of Endesa (“Endesa Common Stock”) will be converted into the right to receive 2.8 (the “Endesa Exchange Ratio”) shares of the common stock, no par value per share, of Enersis (“Enersis Common Stock”) and (ii) Chilectra Américas S.A. (“Chilectra”) will merge with and into Enersis (the “Chilectra Merger” and together with the Endesa Merger, the “Transactions”) and each outstanding share of the common stock, no par value per share, of Chilectra (“Chilectra Common Stock”) will be converted into the right to receive 4.0 (the “Chilectra Exchange Ratio” and, together with the Endesa Exchange Ratio, the “Exchange Ratios”) shares of Enersis Common Stock. We have assumed, at the direction of Enersis, that the Endesa Merger and the Chilectra Merger will be consummated substantially concurrently and will each be conditioned on the consummation of the other merger transaction. We have further assumed, at the direction of Board of Directors of Enersis, that a special dividend in the amount of Ch$ 120 billion will be distributed to the shareholders of Chilectra (the “Chilectra Dividend”) prior to the consummation of the Transactions. We understand that, as of August 5, 2016 Enersis owns approximately 59.98% and 99.1% of the Endesa Common Stock and the Chilectra Common Stock, respectively, and intends to vote all such shares in favor of the Endesa Merger and the Chilectra Merger, respectively. The terms and conditions of the Transactions are more fully set forth in the Terms and Conditions of Merger by Absorption of Endesa and Chilectra into Enersis (the “Terms and Conditions”).

You have requested our opinion as to the fairness, from a financial point of view, to Enersis of the Exchange Ratios provided for in the Transactions.

In connection with this opinion, we have, among other things:

 

  (1) reviewed certain publicly available business and financial information relating to Enersis, Endesa and Chilectra;

 

  (2) reviewed certain internal financial and operating information with respect to the business, operations and prospects of Enersis furnished to or discussed with us by the management of Enersis, including certain financial forecasts relating to each of the subsidiaries of Enersis on an individual basis, prepared by the management of Enersis (collectively, such forecasts, the “Enersis Forecasts”) and discussed with the management of Enersis its assessment as to the likelihood of achieving the future financial results reflected in the Enersis Forecasts;

 

  (3) discussed the past and current business, operations, financial condition and prospects of certain subsidiaries of Endesa and Chilectra with members of senior managements of such subsidiaries and, in each case, with members of senior management of Enersis, and discussed the past and current business, operations, financial condition and prospects of Enersis with members of senior management of Enersis;

 

  (4) reviewed the historical trading prices for Endesa Common Stock, Chilectra Common Stock and Enersis Common Stock and a comparison of the historical trading prices with each other;

 

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The Board of Directors

Enersis Américas S.A.

Page 2

 

  (5) compared certain financial and stock market information of certain of the subsidiaries of each of Endesa, Chilectra and Enersis with similar information of other companies we deemed relevant;

 

  (6) reviewed the relative financial contributions of Endesa, Chilectra and Enersis to the historical financial performance of the combined company on a pro forma basis;

 

  (7) reviewed the preliminary registration statement filed by Enersis with the Securities and Exchange Commission (the “SEC”) on May 17, 2016 (the “Preliminary Registration Statement”) and the amendment thereto filed by Enersis with the SEC on July 15, 2016 (the “Amended Registration Statement”, and, together with the Preliminary Registration Statement, the “Registration Statement”);

 

  (8) reviewed a draft, dated August 5, 2016 of the Terms and Conditions (the “Draft Terms and Conditions”); and

 

  (9) performed such other analyses and studies and considered such other information and factors as we deemed appropriate.

In arriving at our opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and have relied upon the assurances of the managements of certain of the subsidiaries of Endesa and Chilectra and of the management of Enersis that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Enersis Forecasts, we have assumed, at the direction of Enersis, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Enersis as to the future financial performance of each of the subsidiaries of Enersis, and, based on the assessments of the management of Enersis as to the likelihood of achieving the future financial results reflected in the Enersis Forecasts, we have relied, at the direction of Enersis, on the Enersis Forecasts for purposes of our opinion. At the direction of Enersis, we have relied upon the assessments of or our discussions with the management of Enersis as to, among other things, the geopolitical, macroeconomic and other conditions in Chile and certain market, competitive and other trends in and prospects for, and governmental, regulatory and legislative matters, relating to or affecting, the utilities industry, which, if different than assumed, could have a material impact on our analyses or opinion. As you are aware, we have not been provided with, and we did not have access to, financial forecasts relating to (i) Endesa on a combined basis prepared by the management of Endesa or (ii) Chilectra on a combined basis prepared by the management of Chilectra. We have not made or been provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Endesa, Chilectra or Enersis, nor have we made any physical inspection of the properties or assets of Endesa, Chilectra or Enersis. We have not evaluated the solvency or fair value of Endesa, Chilectra or Enersis under any Chilean or U.S. state, federal or other laws relating to bankruptcy, insolvency or similar matters. We have assumed, at the direction of Enersis, that the Transactions will be consummated in accordance with the terms set forth in the Terms and Conditions, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on Endesa, Chilectra or Enersis or the contemplated benefits of the Transactions. We have further assumed, at the direction of Enersis, that the Endesa Merger and the Chilectra Merger will be consummated substantially concurrently. We also have assumed, at the direction of Enersis, that the final Terms and Conditions submitted to the shareholders of Enersis will not differ in any material respect from the Draft Terms and Conditions reviewed by us. We also have assumed, at the direction of Enersis, that the Transactions will qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

 

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The Board of Directors

Enersis Américas S.A.

Page 3

 

We express no view or opinion as to any terms or other aspects of the Transactions (other than the Exchange Ratios to the extent expressly specified herein), including, without limitation, the form, structure or tax consequences or benefits of the Transactions or any related transactions. In addition, we express no view or opinion regarding the Spin-Offs, including, without limitation, the form, structure or any terms, aspects or implications thereof or the Chilectra Dividend, including, without limitation, the amount, form, structure or any terms, aspects or implications thereof. We were not requested to, and we did not, participate in the negotiation of the terms of the Transactions, nor were we requested to, and we did not, provide any advice or services in connection with the Transactions other than the delivery of this opinion. We express no view or opinion as to any such matters. Our opinion is limited to the fairness, from a financial point of view, to Enersis of the Exchange Ratios provided for in the Transactions and no opinion or view is expressed with respect to any consideration received in connection with the Transactions by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view is expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Transactions, or class of such persons, relative to the Exchange Ratios. Furthermore, no opinion or view is expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to Enersis or in which Enersis might engage or as to the underlying business decision of Enersis to proceed with or effect the Transactions. We are not expressing any opinion as to what the value of Enersis Common Stock actually will be when issued or the prices at which Enersis Common Stock, Endesa Common Stock or Chilectra Common Stock has or will trade at any time, including following the announcement or consummation of the Spin-Offs or the Transactions. In addition, we express no opinion or recommendation as to how any shareholder should vote or act in connection with the Transactions or any related matter. Our opinion does not constitute an expert report (informe de perito), an independent valuation report (informe de evaluador independiente) or any other type of opinion or report mandated by applicable Chilean law or regulation.

We have acted as financial advisor to the Board of Directors of Enersis solely to render this opinion and will receive a fee for our services, a portion of which is payable in connection with this opinion and a portion of which was payable upon consummation of the Spin-Offs that were effectuated prior to the Transactions. In addition, Enersis has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement.

We and our affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of our businesses, we and our affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Enersis, Endesa, Chilectra and certain of their respective affiliates.

We and our affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Enersis and have received or in the future may receive compensation for the rendering of these services, including having provided or providing certain derivatives and foreign exchange trading services to Enersis.

In addition, we and our affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Endesa, Enel SpA, the parent

 

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The Board of Directors

Enersis Américas S.A.

Page 4

 

company of Enersis (“Enel”), and their respective affiliates (other than Enersis) and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as (i) financial advisor to Endesa in connection with a sale of assets, (ii) dealer manager to an affiliate of Enel in connection with an exchange of notes, (iii) joint book runner and/or dealer to Enel and certain of its affiliates in connection with debt offerings, (iv) provider of certain management services and products to Enel and/or certain of its affiliates and (v) provider of certain commodity, derivatives and foreign exchange trading services to Enel and certain of its affiliates.

It is understood that this letter is for the benefit and use of the Board of Directors of Enersis (in its capacity as such) in connection with and for purposes of its evaluation of the Transactions. This opinion may not be disclosed, referred to, or communicated (in whole or in part) to any third party, nor shall any public reference to us be made, for any purpose whatsoever except with our prior written consent in each instance.

Our opinion is necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion, and we do not have any obligation to update, revise, or reaffirm this opinion. The issuance of this opinion was approved by a fairness opinion review committee of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, we are of the opinion on the date hereof that the Exchange Ratios provided for in the Transactions are fair, from a financial point of view, to Enersis.

Very truly yours,

/s/ MERRILL LYNCH, PIERCE, FENNER &

         SMITH INCORPORATED

MERRILL LYNCH, PIERCE, FENNER & SMITH

         INCORPORATED

 

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ANNEX H

REPORT OF PABLO D’AGLIANO, INDEPENDENT APPRAISER

OF ENERSIS AMÉRICAS

This Annex H is a free English translation and should not be construed as being identical in content to the original Spanish document, which will prevail in the event of any discrepancy with the English translation.

The pro forma and historical consolidated statement of financial position of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A., as of June 30, 2016 that are contained in, or referred to, in the report of Pablo D’Agliano, dated August 5, 2016, has not been examined or audited in accordance with either the standards of the American Institute of Certified Public Accountants (AICPA) or the standards of the U.S. Public Company Accounting Oversight Board (PCAOB). These pro forma and historical consolidated statements of financial position are considered unaudited for SEC purposes. The English language version of the report of Pablo D’Agliano, dated August 5, 2016, that was filed in Spanish with the SVS in Chile has been modified in certain respects to reflect this fact for purposes of presentation in this joint information statement/prospectus.


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The pro forma and historical consolidated statement of financial position of Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A., as of June 30, 2016 that are contained in, or referred to, in the report of Pablo D’Agliano, dated August 5, 2016, has not been examined or audited in accordance with either the standards of the American Institute of Certified Public Accountants (AICPA) or the standards of the U.S. Public Company Accounting Oversight Board (PCAOB). These pro forma and historical consolidated statements of financial position are considered unaudited for SEC purposes. The English language version of the report of Pablo D’Agliano, dated August 5, 2016, that was filed in Spanish with the SVS in Chile has been modified in certain respects to reflect this fact for purposes of presentation in this joint information statement/prospectus.

C O U R T E S Y   T R A N S L A T I O N

This is an English courtesy translation of the original report prepared in Spanish language. Please note that only the original report prepared in Spanish is valid and that this English courtesy translation was prepared only for convenience.

Santiago, August 5, 2016

To

Board Members and Shareholders

Enersis Américas S.A.

To whom it may concern:

The Board of Directors of Enersis Américas S.A. (hereafter “Enersis Américas” or the “Company”) unanimously appointed me as the independent expert for the issuance of an expert report regarding the estimated value of the companies Endesa Américas S.A. (hereafter “Endesa Américas”), Enersis Américas and Chilectra Américas S.A. (hereafter “Chilectra Américas”) (hereafter all three companies collectively the “Companies”) that are envisaged to be merged (hereafter the “Merger”), and the estimated exchange ratio for the corresponding shares (hereafter the “Exchange Ratio”) in the event the Merger is materialized according to the state of the law (hereafter the “Expert Report”).

The appointment was informed to the Superintendencia de Valores y Seguros (hereinafter the “SVS”) through a corresponding Hecho Esencial (Material Fact) dated June 16, 2016.

In regard of what was informed and, according to what is indicated in the Contract of Provision of Services that Enersis and myself have signed on July 15, 2016 (hereafter the “Contract of Services”), I proceed with providing my expert report in the following terms:

1.- Objective and Content of the Expert Report.

1.1.- Objective. The Expert Report has been contracted aimed at being one more piece of information that the Board of Directors of the Company will provide the shareholders of the Company that have to decide on the Merger, according to the provisions of article N° 155 of the Regulation of Corporations (hereafter “Regulation”).

1.2.- Content. This Expert Report contains a report on the value of the Companies, the Exchange Ratio of the corresponding shares, and an unaudited proforma consolidated statement of financial position that represents the absorbing Company, presenting asset accounts, liabilities, and equity of the Companies.

2.- Information available for issuing the Expert Report.

2.1.- It is noted that the Expert Report has been prepared exclusively based upon the information provided by the Company and public information available, where the Expert that writes this report has not performed an independent investigation or validation of the information received.

The information received has been of a financial, corporate, and legal nature, and I understand that it corresponds –at least– to such information that is normally the information elaborated as part of the process of habitual management control and financial management.

2.2.- Similarly, I have had access to the same type of information from Endesa Américas S.A. and Chilectra Américas S.A. provided by those entities, where this Expert has not made an independent investigation nor a validation of the information received.

 

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2.3.- The information being considered for issuing the Expert Report is the following:

 

  (i) Historic financial statements;

 

  (ii) Financial projections for the period 2016 – 2020, including balance sheets, income statements, investment and capital expenditures, and main working capital accounts, among others;

 

  (iii) Projections of the main operational drivers, including prices and quantities that conform the main revenues, among others;

 

  (iv) Financial statements as of March and June 2016;

 

  (v) Unaudited proforma consolidated statement of financial position as of June 30, 2016;

 

  (vi) Net financial debt and other adjustments (Equity Bridges) of the valuated companies as of June 30, 2016;

 

  (vii) Management presentations of the businesses by country, including their operations in Generation, Transmission and Distribution;

 

  (viii) Management presentation of tax matters (tax and fiscal effects) regarding the impact of the reorganization undertaken;

 

  (ix) Corporate and equity ownership structure of each holding over operating companies;

 

  (x) Macroeconomic assumptions under which the management based their financial and operational projections;

 

  (xi) Other information considered relevant for purpose of this report, including a wide list of questions and answers exchanged with the companies’ managements; and,

 

  (xii) A dividend distribution for Chilectra Americas’ shareholders in the amount of $ 120,000 million Chilean pesos, payable before Merger completion, as informed by management last July 27, 2016, where Chilectra’s board of directors agreed to propose the case at the shareholders meeting addressing the Merger.

2.4.- Part of the information considered is or could be based upon future events, which are part of the expectations or projections of the Companies and/or their management. These future events may not happen, therefore, part of the conclusions in this Expert Report may suffer alterations.

3.- Responsibility.

3.1.- Considering that the Expert has not validated in an independent form the information provided by the management of the Companies, and nor he has validated the public information used in the analysis and conclusions of the Expert Report, the Expert does not assume any responsibility whatsoever for errors or omissions that may exist in the information provided or to which he has had access, nor over the impact that such errors or omissions may exert in the analysis and conclusions directly or indirectly from it derived.

3.2.- Additionally, the results and comments incorporated in this Expert Report are subject to the scopes and assumptions included as reference in the Annex N°1 “Scopes and Assumptions” attached to the Expert Report.

4.- Use of the Expert Report.

This Expert Report is exclusively made to be used as the report required by article N° 156 of the Regulation, for purposes of the Merger.

In such way, it is allowed that the Expert Report:

 

  (i) Serves as base for the recommendations that the Board Members or Board of Directors of the Company make or may make regarding the Merger and/or the Exchange Ratio;

 

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  (ii) Is made available to the shareholders of the Companies through the means that the Board of Directors and/or management determines, including its publication on the web pages of the Company and/or by means of incorporation, as an annex, to the Form F-4 that will be registered in the Securities and Exchange Commission of the United States of America due to the call for the Extraordinary Shareholders Meeting that should decide on the Merger and the Exchange Ratio; and

 

  (iii) Is made available to the shareholders of Endesa Américas S.A. and Chilectra Américas S.A. through the means that the Board of Directors of the Company considers proper.

5.- Used Methodology

The methodology used for issuing the Expert report and its conclusions consists in:

 

  (i) Analysis of the available information as described;

 

  (ii) Requests of meetings with the management to address specific matters and corroborate concepts;

 

  (iii) Submission of questions, along with the review of the corresponding answers;

 

  (iv) Selection of the valuation methods (predominantly Discounted Cash Flow method – DCF -, supported by an analysis of multiples obtained from similar companies either listed in stock exchanges and/or from transactions of comparable companies), where the best approach to value each one of the Companies consists in a sum-of-the-parts valuation methodology given the number of companies comprised, in four countries and different realities;

 

  (v) Development of DCF individual models, analysis of multiples from trading and transaction comparables;

 

  (vi) Detailed calculation of discount rates (“WACC”) applicable to the different companies in the different business segments and countries, for the DCF models, including detailed calculation for the respective Betas considered in the WACCs;

 

  (vii) Calculation of the enterprise value and equity value, once discounted from net financial debt and other adjustments explained in the annexed report, performing a sensitivity analysis of the main value drivers;

 

  (viii) Calculation of the relative contribution of the equity values of each one of the three Companies according to the respective equity interests as informed;

 

  (ix) Calculation of the Exchange Ratio derived from the relative equity values, in relation to the existing number of shares and their respective shareholders, and the need of issuing new shares given the capital increase produced by the eventual merger;

 

  (x) Elaboration of this report and its annexes.

Please refer to Annex N°3 “Economic Valuation and Exchange Ratio Calculation Report” for further information of the methodology.

6.- Estimated value of the Companies to be merged.

The estimated value of the Companies resulting from this analysis is:

 

     ENERSIS AMÉRICAS
($)
     CHILECTRA
AMÉRICAS
($)
     ENDESA AMÉRICAS
($)
 

Perito Valuation as of 30.06.2016

     5.987.757.234.743        575.209.520.633        2.684.560.810.120  

 

Note: figures are in Chilean Pesos, according to the Observed Dollar as of July 1, 2016 (CLP/USD 661.37).

 

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Please note that the valuation and Exchange Ratio calculations consider Chilectra Américas distributes a 120 billion Chilean Pesos dividend, which, as informed by such company’s management, will be submitted for the consideration of Chilectra Américas’ shareholders at the extraordinary shareholders meeting expected to vote the proposed Merger.

Please refer to Annex N°3 “Economic Valuation and Exchange Ratio Calculation Report” for further information for this valuation.

7.- Estimated Exchange Ratio for the shares of the Companies and number of new shares to be issued.

The estimated Exchange Ratio for the shares of the Companies (shares of Enersis Américas per share of Endesa Américas, and shares of Enersis Américas per share of Chilectra Américas) and the number of new shares to be issued as per this analysis is:

 

CALCULATIONS BASED ON VALUATIONS AS OF JUNE 30,  2016
CAPITAL INCREASE & EXCHANGE RATIOS

   $      %  

Equity valuation of Enersis Américas

     5.987.757.234.743        84,72

Minority shareholders of Chilectra Américas

     5.230.833.809        0,07

Minority shareholders of Endesa Américas

     1.074.336.230.321        15,20
  

 

 

    

 

 

 

VALUATION OF MERGED EQUITY

     7.067.324.298.872        100,00
  

 

 

    

 

 

 

CAPITAL INCREASE

     1.079.567.064.129     

CALCULATION OF NUMBER OF SHARES TO BE ISSUED BY ENERSIS  AMÉRICAS

  

  

Post Merger shares

     57.943.990.085     

Shares to be issued

     8.851.217.323     
EXCHANGE RATIOS    N° Shares      Exchange Ratio
Enersis/Share
exchanged
 

Pre Merger shareholders of Enersis Américas

     49.092.772.762        1,00   

Minority shareholders of Chilectra Américas

     42.886.865        4,10   

Minority shareholders of Endesa Américas

     8.808.330.458        2,68   

Total shares

     57.943.990.085     

 

Note: figures are in Chilean Pesos, according to the Observed Dollar as of July 1, 2016 (CLP/USD 661.37).

Please refer to Annex N°3 “Economic Valuation and Exchange Ratio Calculation Report” for further information for these Exchange Ratio estimates.

 

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8.- Unaudited proforma consolidated statement of financial position post-merger

The following unaudited proforma consolidated statement of financial position represents the absorbing company, showing asset, liabilities and equity accounts of the Companies, with the respective adjustments and merged unaudited pro forma consolidated statement of financial position that represent the new entity.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

   Enersis Américas
Consolidated (SVS)
M$
    Merger
adjustments

M$
    Enersis Américas
Proforma Merged
M$
 

Total current assets

     2.843.275.687        —         2.843.275.687   

Total non-current assets

     7.875.181.914        —          7.875.181.914   
  

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

     10.718.457.601        —          10.718.457.601   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     2.463.763.554        18.499.833        2.482.263.387   

Total non-current liabilities

     2.947.697.294        —          2.947.697.294   
  

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

     5.411.460.848        18.499.833        5.429.960.681   
  

 

 

   

 

 

   

 

 

 

Issued capital

     3.575.339.010       1.079.567.064       4.654.906.074   

Accumulated profits

     2.148.192.728       —          2.148.192.728   

Other reserves

     (1.976.890.178     (579.913.623     (2.556.803.801
  

 

 

   

 

 

   

 

 

 

Net worth attributable to controlling shareholders

     3.746.641.560        499.653.441        4.246.295.001   

Non-controlling shareholdings

     1.560.355.193        (518.153.274     1.042.201.919   
  

 

 

   

 

 

   

 

 

 

TOTAL NET WORTH

     5.306.996.753        (18.499.833     5.288.496.920   
  

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND NET WORTH

     10.718.457.601        —          10.718.457.601   
  

 

 

   

 

 

   

 

 

 

 

Note: figures are in Chilean Pesos, according to the Observed Dollar as of July 1, 2016 (CLP/USD 661.37).

Merger adjustments consider the following effects:

 

  1) Current liabilities: correspond to a tax of M$18,499,833 that Chilectra Américas and Endesa Américas shall pay in Peru and Argentina due to transferring the investments that both companies have in those countries. Its value corresponds to the best estimate provided by the Management. This tax will be accrued in Endesa Américas and Chilectra Américas, but paid by Enersis Américas as legal follower.

 

  2) Issued capital: corresponds to the capital increase in Enersis Américas, succeeding company, for the acquisition of the assets and liabilities of Chilectra Américas and Endesa Américas, that will result from the merger by incorporating the former ones into the first one. Such capital increase would be $1,079,567,064,129 and it is determined according to the value added by the assets being incorporated.

 

  3) Other reserves: correspond to the recognition of the difference between the capital increase in Enersis Américas and the book value of minority interests that become part of the share capital of the equity attributable to the shareholders of Enersis Américas post-merger. The difference between the market value of the compensation received or paid and the amount by which the non-controlling interest is adjusted, is recognized in the equity attributable to the shareholders of Enersis Américas.

 

In detail:

     M$   

Reserves due to the union of interests

     (561,413,790

Tax payables for investments transference (Peru)

     (18,499,833
  

 

 

 

Total

     (579,913,623

 

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  4) Non-controlling equity interests: correspond to the book value of minority interests that will become direct shareholders of the capital share of Enersis Américas post-merger and the exchange of shares of Endesa Américas and Chilectra Américas per shares of Enersis Américas. According to the unaudited financial statements of Enersis Américas as of June 30, 2016, the book value of non-controlling equity interests belonging to minority shareholders that will be incorporated in the merger is the following:

 

Company

   % Ownership     M$  

Chilectra Américas

     0.91     4,915,104   
    

 

 

 

Endesa Américas

     40.02     513,238,170   
    

 

 

 

Total

       518,153,274   
    

 

 

 

Please refer to Annex N°3 “Economic Valuation and Exchange Ratio Calculation Report” for further information for pro forma financial statements post-merger.

9.- Declarations of the Expert.

According to the provisions of articles N° 156 and N° 168 of the Regulation, the Expert declares:

 

  (i) That he is independent from the Companies, and from the group of companies to which the same belong, its external auditors and from the consultants or advisors of the Merger;

 

  (ii) That he is not related to the Companies, in the terms described by article 100 of the Law N° 18,045 regarding Stocks Market; and

 

  (iii) That he is responsible of the appreciations contained in the current Expert Report, in the terms and conditions shown in the same document, as well as in the Contract of Services.

/s/ Pablo D’Agliano

Pablo D’Agliano

C.I.E. N° 14.750.468-3

IN SANTIAGO, TODAY, SIGNED BEFORE ME MR. PABLO D’AGLIANO, C.I.E. N° 14.750.468-3. SANTIAGO AUGUST 5, 2016.-

 

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Annex N°1

Scope and Assumptions

The analysis, comments, indications, and conclusions in this Expert Report are subject to the scopes and assumptions that are indicated as follows:

1.- This Expert Report was prepared, exclusively, based on information provided by the Companies and public information available.

The Expert has not made an independent validation of the information provided by the Companies or public information used in the analysis and conclusions of the Expert Report; consequently, not giving nor granting a guarantee, representation, or assurance of any kind regarding the veracity or accuracy of such information.

Therefore, the Expert does not assume any responsibility for damages or harm, direct or indirect, derived from any information deemed incomplete, erroneous, and not trustworthy or untimely that has been provided by the Companies.

2.- This Expert Report is delimited to the requirement made, contained in the Contract of Services.

Consequently, it does not include any other aspect, matter, or information that may be proper, relevant or necessary for the adequate assessment of the Expert Report.

3.- Part of the information considered in the Expert Report is or may be based upon future events, which are part of the expectations or projections of the Companies and/or their management. These future events may or may not occur, so part of the conclusions in this Expert Report may suffer alterations in the future, which are not and will not be the Expert’s responsibility.

4.- The Expert does not give opinion and does not assure:

 

  (i) financial statements of the Companies;

 

  (ii) the internal or operative controls of the Companies, and nor

 

  (iii) the current or future value of the entity resulting from the Merger;

5.- This Expert Report is not:

 

  (i) a recommendation on the approval of the Merger nor its Exchange Ratio;

 

  (ii) a study of financial feasibility of the Merger or the future businesses of the merged entity;

 

  (iii) a market study;

 

  (iv) a fairness opinion of the Companies or the Merger;

 

  (v) an investment advisory;

 

  (vi) a due diligence of the Companies;

 

  (vii) a recommendation of granting of funding;

 

  (viii) a tax advisory;

 

  (ix) a strategic assessment or advisory of the Merger.

6.- This Expert Report, as well as the analysis, opinions, comments, and/or conclusions contained in it are valid as of its date of issuance; and is only useful for the purpose for which the Expert Report was hired.

 

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7.- This Expert Report, as well as the analysis, opinions, comments and/or conclusions that it contains can only be used for the purpose established when contracting the Expert Report; and shall not be used for any other kind of objective, unless what is expressly indicated in the Expert Report, by the Company, any of the Companies, their respective directors, shareholders, managers, and/or officials.

8.- The Expert shall not be responsible, in any way at all, of any decision, of any nature, that may be taken after consulting the Expert Report.

All or any of the decisions taken based upon the Expert Report shall be of exclusive responsibility of the Companies, their respective board members, shareholders, managers and/or officials, as well as the implementation and/or execution made based upon them.

9.- The Expert points out that the concept of value used in this Expert Report, explicitly or implicitly, solely refers to the Merger and it shall not be necessarily applied, to a sale price or other kind of transaction made after the Merger, which depend upon other considerations, unrelated to this Expert Report.

10.- Without prejudice of the fact that according to the Contract of Services where this Expert Report becomes property of the Company, the Company and any of the Companies shall not publish, distribute, or grant right of use or consultation besides the terms indicated in the Contract of Services and this Expert Report.

Consequently, the Expert is liberated from all and any responsibility from the improper use, consultation, or reading of the Expert Report from third parties that are not authorized to do so.

11- The Expert has assumed that the assets, fixed or current, properties, stakes, or interests in any of the companies or business are free from taxation, limitations, or liabilities.

The Expert has not determined, in an independent form, if any asset, current or fixed, property, stake, or interest in company or business is subject to any tax, limitation, or liability, nor he has included the scope or effect to such taxes, limitations, or obligations to the Expert Report.

12.- The current Expert Report shall be read and understood on its entirety. Reading or selecting only specific parts of this report may lead to error or erroneous interpretations, which shall not be the Expert’s responsibility.

13.- This Expert Report has been prepared with the exclusive aim of being one more of the pieces of information that the Board of Directors of the Company will provide the shareholders of Enersis Américas, who shall decide on the Merger, according to the provisions of article N° 155 of the Regulation.

14.- It is recommended that any person or entity that wishes to use this Expert Report as a bases for adopting any decision, either for the Merger or Exchange Ratio, makes those additional validations or comparisons from other sources that are deemed necessary and pertinent, assuming their own responsibility in case only the Reading of the Expert Report is considered.

Annex N°2

Methodology used for Determining the Unaudited Pro Forma Consolidated Statement of

Financial Position of Enersis Américas S.A.

The unaudited pro forma consolidated statement of financial position of the succeeding company which is included in this report, shows the sum of asset, liabilities and equity accounts of the companies that will merge, and it has been prepared on the basis of the consolidated financial statements of Enersis Américas S.A., Chilectra Américas S.A. and Endesa Américas S.A. as of June 30, 2016.

 

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In the consolidation of the unaudited pro forma consolidated statement of financial position of the succeeding Company, “Enersis Américas S.A.”, assets and liabilities contributions have been recorded according to the values registered in the accountings of each of the companies absorbed.

For purposes of my revision, I had in consideration:

 

    Spreadsheet of consolidation of the unaudited financial statements of Enersis Américas S.A., Chilectra Américas S.A. and Endesa Américas S.A. as of June 30, 2016, provided by the Management of Enersis Américas, which are contained in Appendix 2 of Annex N°3.

 

    That for purposes of materializing the referred Merger, Enersis Américas S.A., as succeeding company and in order to match the incorporation of assets and liabilities of Chilectra Américas S.A. and Endesa Américas S.A., will deliver to the minority shareholders of the absorbed companies, shares of its own issuance, through a capital increase in the Absorbing Company.

 

    That both Chilectra Américas S.A. and Endesa Américas S.A. equity interests’ are mainly concentrated in Enersis Américas S.A., in a 99.09% and 59.98%, respectively.

 

    That the shareholding and net worth of the minority shareholders of Chilectra Américas and Endesa Américas remains duly safeguarded by the fact that as per the Merger they would receive in ownership shares of Enersis Américas through the exchange of their original shares of Chilectra Américas and Endesa Américas in line with the Exchange Ratios calculated in point 7 “Estimated Exchange Ratio for the shares of the Companies and number of new shares to be issued” of this Expert Report.

 

    That through the Merger to be implemented, the assets and liabilities of Chilectra Américas S.A. and Endesa Américas S.A., that will become part of the equity or net worth of Enersis Américas S.A., shall be registered through a capital increase.

 

    According to the background information provided by the Management, there is no awareness of any other situation that, to my best knowledge and understanding, should be reported to the shareholders for purposes of due consideration of the proposal of Merger.

The procedures performed to the unaudited pro forma consolidated statement of financial position consisted mainly of:

 

  (a) Check that the amounts of assets, liabilities and equity of the companies participating in the Merger, as of June 30, 2016, described in Appendix 2 of Annex N°3 match the amounts recorded in the unaudited financial statements.

 

  (b) Add line by line the assets and liabilities of the unaudited financial statements as of June 30, 2016, of the companies involved in the Merger process.

 

  (c) Check eliminations of accounts receivable and payable between the merging companies detailed in the “merger adjustments” column to generate the merged unaudited proforma consolidated statement of financial position, shown in Appendix 2, Annex N°3.

 

  (d) Check the elimination of investments between the companies involved in the merging process.

 

  (e) Determine the capital increase in Enersis Américas S.A., succeeding company, corresponding to the acquisition of the assets and liabilities of Chilectra Américas S.A. and Endesa Américas S.A. that will result from the Merger by incorporation of the last ones to the first one. Such capital increase is estimated in $1,079,567,064,129.-

 

  (f)

Determine the effect in the Equity account “Other reserves”, representing the recognition of the difference between the capital increase in Enersis Américas and the book value of minority interests that become part of the capital share of net Equity attributable to the shareholders of Enersis Américas

 

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  post-merger. The difference between the market value of the compensation received or paid and the amount to which non-controlling interests are adjusted is recognized in the net equity attributable to the shareholders of Enersis Américas.

 

In detail:        M$  

Reserves due to the union of interests

     (561,413,790

Tax payables for investments transference (Peru)1

     (18,499,833
  

 

 

 

Total

     (579,913,623

 

  (1) Corresponds to a total tax of M$18,499,833 to be paid by Chilectra Américas S.A. and Endesa Américas S.A. in Peru and Argentina for transferring the investments that both companies in these countries. The value corresponds to the Management’s best estimate. This tax is accrued in Endesa Américas and Chilectra Américas, but it shall be paid by Enersis Américas as the legal follower.

 

  (g) Determine the effect on accounts of non-controlling interests, that corresponds to the book value of minority shareholders that will become direct shareholders in the share capital of Enersis Américas post-merger, and the exchange of shares of Endesa Américas and Chilectra Américas for shares of Enersis Américas. According to the unaudited financial statements of Enersis Américas S.A. as of June 30, 2016, the book value of non-controlling interests belonging to minority shareholders to be incorporated in the Merger is the following:

 

Company

   % Ownership     M$  

Chilectra Américas S.A.

     0.91     4,915,104   

Endesa Américas S.A.

     40.02     513,238,170   
    

 

 

 

Total

       518,153,274   
    

 

 

 

 

  (h) Determine the exchange proportion described in Annex N°3.

 

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Strictly Private & Confidential

C O U R T E S Y T R A N S L A T I O N

This is an English courtesy translation of the original report prepared in Spanish language. Please note that only the original report prepared in Spanish is valid and that this English courtesy translation was prepared only for convenience.

Enersis Américas S.A.

Annex 3: Economic Valuation and Exchange Ratio Calculation Report

Providence Capital is a member of Corporate Finance International (CFI), a Swiss

August 5, 2016 Verein, International M&A Network. www.thecfigroup.com


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1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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STRICTLY PRIVATE & CONFIDENTIAL

Executive Summary

1

Within the process of the corporate reorganization of Enersis Americas S.A. (“Enersis Américas” or the “Company”), including under such process Endesa Américas. S.A. and Chilectra Américas S.A. (all three entities collectively as the “Companies”), Enersis Américas S.A. has appointed Mr. Pablo D’Agliano as the independent expert to submit an independent Expert Report on the estimated value of the Companies to be merged and an estimate of the exchange ratio for the shares of each company.

For the purposes of this report, Providence Capital has made use and relied on the information provided by and on behalf of Enersis Américas S.A. including under such premise, meetings held with management, information exchange through Q&A process, and information publicly available, performing no independent investigation or verification of such information.

2

For purposes of this report and the conclusions contained herein, Providence Capital performed an assessment of the estimated value (valuation) of the equity of each one of the firms where the Companies have an ownership interest, following a sum-of-parts criteria to calculate the equity values, considering all Power Generation (Gx), Transmission (Tx) and Distribution (Dx) businesses in Argentina, Brazil, Colombia and Peru, as well as the present value of organizational costs and net financial debt associated to the holding companies.

Company valuations were primarily performed under the Discounted Cash Flow model (DCF), and for cross reference purposes, valuations were also calculated using Trading Comparables and Transaction Comparables methodologies. Exceptions to this criteria are clearly identified in this Report for those companies of minor relevance. In addition, for purposes of the valuation and determination of the exchange ratio, we have considered a dividend distribution for Chilectra Americas’ shareholders in the amount of $ 120,000 million Chilean pesos. This dividend has been informed by the company’s management and shall be presented to the shareholders of Chilectra Americas at the Extraordinary Shareholders Meeting to address the merger proposal.

Following these considerations, the estimated economic value of the equity of the newly merged company (Enersis Américas S.A. absorbing both Endesa Américas S.A. and Chilectra Américas S.A.) is within a range of USD 9,993 millions and USD 11,378 millions.

To determine the exchange ratio between Enersis Américas and its subsidiaries Endesa Americas and Chilectra Américas, we also performed a sensitivity analysis with different scenarios out of the base case scenario presented in this report. These scenarios were defined considering changes in critical variables that generate relative changes in valuations within the different industries (Dx and Gx), different countries and Holding discounts. As a result of this analysis, we estimate that the existing shareholders of Enersis Américas shall own between 84.0% to 85.9% of the equity of the newly merged company, generating the following exchange ratios:

2.44 and 2.84 shares of Enersis Américas for each share of Endesa Américas; and

3.57 and 4.52 shares of Enersis Américas for each share of Chilectra Américas.

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STRICTLY PRIVATE & CONFIDENTIAL

Executive Summary – Exchange Ratio Estimates

Enersis Américas Endesa Américas Chilectra Américas

Currrent ownership structure Controller 29,762 60.6% 4,919 60.0% 1,140 99.1% Current Ownership Structure Minority shareholders 19,331 39.4% 3,282 40.0% 10 0.9% (Million of shares) (Million shares)

Total 49,093 100.0% 8,202 100.0% 1,151 100.0%

1 Estimated economic value of equity (1) Enersis Américas Endesa Américas Chilectra Américas

(USD Million) - mid value - $ 10,095 $ 4,190 $ 864

2 Calculation of the exchange ratio Minority Shareholders Minority Shareholders

Enérsis Américas Endesa Américas Chlectra Américas TOTAL

A. Economic values to use for Contribution $ 10,095 $ 1,677 $ 8 purposes of the merger: Adjustments (2) -$ 1,041 -$ 52 $ 0

(USD Million) Net value $ 9,054 $ 1,624 $ 8

Incremental value for Enersis Post-Merger Américas: $ 1,632

% Over adjusted Enersis Américas value: 18.0%

B. Number of new Enersis Américas (Million) 49,093 8,851 57,944 shares to be issued: Current New Post Merger

C. Allocation and Exchange Ratio for Current shareholders Minority shareholders Minority shareholders the new shares: Enersis Américas Endesa Américas Chlectra Américas

Incremental value contribution: - 99.5% 0.5%

Allocations of new shares of Enersis Américas: - 8,808.33 42.89 The implicit exchange ratio is the

Numbers of “old” (current) Shares: - 3,282.27 10.46 result of the post adjusted average

Implied exchange ratio 2.68 4.10 (3) economic equity value of the Companies

Ownership structure post merger: 84.7% 15.2% 0.1%

The range for the Exchange Ratio was estimated through a sensibility

Exchange Ratio (new shares for old shares): - Low High Low High

(Estimated range from sensitized scenarios) - 2.44 2.84 3.57 4.52 analysis to critical variables that generate relative changes in valuations within the industries (Dx, Gx), Countries and holding discounts

Notas: (1) NAV or Net Asset Value is the sum of the equity stakes in the operating companies and the present value of organizational costs and net financial debt of holding companies. (2) Includes the compensation of Enersis Américas S.A. shareholders to minority shareholders of Endesa Américas S.A. and Chilectra Américas S.A. for taxes paid by

Endesa Chile S.A. and Chilectra S.A. and a holding discount of 10% and 5% for Enersis Américas and Endesa Américas, respectively. (3) Includes dividend to be paid in Chilectra. 4 | Number exact of shares: 42.886.865 and 10.464.606


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STRICTLY PRIVATE & CONFIDENTIAL

Scope of Work

As it has been communicated to the market as material fact or hecho esencial dated December 18th, 2015, the first stage of the corporate reorganization process (the “Reorganization”) has been executed, involving the main companies of Enersis Group in Chile, i.e. Enersis S.A. and its affiliated companies Endesa Chile S.A. and Chilectra S.A., consisting in the spinoff of Enersis Group’s business activities developed outside Chile.

The Reorganization has already been fulfilled within its first stage consisting in the approval of the division of Enersis S.A., Endesa Chile S.A. and Chilectra S.A.

A second stage, which as of today is pending, is to approve the merger of the companies grouping Enersis Group’s equity interests outside Chile, i.e. the merge of Enersis Américas S.A. (the “Company” or “Enersis Américas”), Endesa Américas S.A. and Chilectra Américas S.A. (all three entities collectively as the “Companies”).

According to the applicable legislation for corporations, merger transactions shall be approved by Extraordinary Shareholder Meetings in each company involved in the transaction. In this regard, and for purposes of proceeding with the referred merger, and in attention to article 99 of the Corporate Company Law in Chile, article 156 of its Rules of Procedure and General Rule No. 30 issued by the Superintendencia de Valores y Seguros (“SVS”), the board of directors of a corporation involved in a merger process shall appoint an independent expert to, among other subjects, issue a report addressing the value of the companies to be merged and the exchange ratio for the corresponding shares or corporate rights (the “Expert Report” o the

“Report”).

For this purpose, the Board of Directors of the Company appointed Mr. Pablo D’Agliano, Argentinean citizen, married, Bachelor in Business and Administration, ID No. 14.750.468-3, as the independent expert (the “Expert”) for the procedure of the Reorganization, complying with the requirements of articles No.156 and No. 168, both of the Corporate Company Rules, and with the purpose of issuing the Expert Report, which is subject in its contents to the terms established in article 156 of the Corporate Company Rules and general rule No. 30 of the SVS.

The valuation work performed by the Expert, to serve as a referential value to estimate the exchange ratio as presented herein, has been developed on the basis of the information provided by the Company. For purposes of this work, the Expert used and relied on the information provided by or in behalf of Enersis Américas, as well as on information publicly available. The Expert, supported by the financial advisory firm Providence Capital, has made no independent investigation and verification of the information provided by the Company and of the public information used in the analysis and conclusions of the Expert Report.

In this regard, the Expert and Providence Capital assume no responsibility for any errors and omissions that may exist in the information available and for the analysis and conclusions contained herein the Expert Report.

The Expert Report is simultaneously presented in two formats, an original version in Spanish and an English courtesy translation copy.

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STRICTLY PRIVATE & CONFIDENTIAL

Limitations of Work

This Report was prepared to be used exclusively by the Board and shareholders of Enersis Américas, as part of their analysis of the transactions that constitute the Merger, and therefore, must be exclusively used in such context, and not to be used for other purposes.

This Report does not constitute a recommendation, express or implied, to the Board of Enersis Américas in connection with the convenience to make a decision about the transactions that constitute the Merger.

In the preparation of this Expert Report no obligation or responsibility is undertaken for potential results or consequences of whether the Merger takes place or not.

For the purposes of the preparation of this analysis and subsequent conclusions contained in this Expert Report, information delivered in writing and orally by the Company has been made available through its managers in addition to publicly available information, without independent verification of such information’s truthfulness, integrity, accuracy, consistency or precision. As to the estimates, projections or forecasts, we have had to assume and trust that they have been prepared in good faith and reasonably, based on assumptions that reflect the best available estimates and judgment by management in connection with expected future results. Likewise, we have assumed that the Reorganization will take place under the terms described in the respective material facts or “hechos esenciales”.

In the preparation of this Expert Report, we assume no obligation or commitment whatsoever for providing legal, accounting or tax advisory services, nor performing due diligence of the companies subject to the Reorganization. Therefore, nothing in this Report may be considered, used or construed as legal, accounting or tax advice, and any contents thereof that makes reference, directly or indirectly, to legal, accounting or tax matters must be understood as a reference to general aspects that we have deemed necessary and relevant to support the analysis.

As requested by Enersis Américas, this Expert Report includes: (i) an estimated value of the Companies that will eventually merge and, (ii) estimate of the exchange ratio of the relevant shares, should the proposed operation take place.

Finally, we hereby state that we have not been subject to request nor have provided any advisory services neither in connection with the design, choice or structuring of the transactions that conform the Reorganization, nor regarding the terms or conditions or any other aspect of the transactions, nor have we receive requests for services different from the preparation of this Report. Therefore, we make no pronouncement in this Report nor make any pronouncement about the possibility of an alternative transaction or a different setup of the companies subject to the Reorganization which may or may not have better outcomes for the shareholders of one or more of the companies involved.

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STRICTLY PRIVATE & CONFIDENTIAL

Available Information and Procedures

For purposes of analysis and evaluation, Providence Capital, acting as advisor to the Expert, had access to private and confidential information provided by the Company’s management and through a privately owned data base, and to public information obtained both in written or electronic means through the internet.

The information provided by the Company’s management, submitted through a virtual data room in Intralinks, included among other: o Historical financial statements. o Financial projections from 2016 – 2020, including balance sheets and income statements, expansion and maintenance capital expenditures, and main working capital accounts, among others. o Projections of business and operational drivers, i.e. mainly price and quantities constituting the principal revenues, among other. o Financial statements as of March 2016 and June 2016. o Net financial debt and other adjustment items (Equity Bridges) as of June 30, 2016. o Management presentations by country. o Presentation of tax implications (fiscal and tax consequences) performed by the management of the Companies in connection to the impacts of the Reorganization. o Ownership structure of the Companies in operating companies.

Meetings and Q&A sessions held with Management o Javier Galán, CFO, Enersis Américas, June 14, 2016. o Mauricio Poblete, Planning & Control LatAm, Enersis Américas, June 15, 2016. o Paolo Pirri, Gerente de Administración Latin America, Enersis, June 17, 2016. o Mauricio Poblete, Planning & Control LatAm, Enersis Américas, June 22, 2016. o Conference Calls for 30 minutes with management of each one of the 4 countries, June 22, 2016. o More than 25 questions submitted to the Intralink’s data room and review of Q&As exchanged with other advisors. o Regular calls with Management to clear up doubts.

Information obtained from other proprietary and public sources: o Statistical information, market prices, reports of Investment Banks and market multiples obtained from Thomson Reuters and Bloomberg. o Company web pages of the evaluated companies and rating companies. o News in general obtained through the web.

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STRICTLY PRIVATE & CONFIDENTIAL

1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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STRICTLY PRIVATE & CONFIDENTIAL

Description of the Transaction

Enersis Group is currently undergoing a process of corporate reorganization (the “Reorganization”), that has involved the main companies in Chile, i.e. Enersis S.A. and its affiliated companies Endesa Chile S.A. and Chilectra S.A., consisting on the spin-off of Enersis Group’s activities in distribution and generation developed outside Chile from those ones developed in Chile.

The first stage of the Reorganization has already been achieved, and entailed the division of the aforementioned companies, grouping operations outside Chile in three newly created companies Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A.

Prior

Understanding A second stage, pending as of today, implies the approval for the merger of these companies holding equity interests outside Chile, i.e. the merger of Enersis Américas S.A. (the “Company” or “Enersis Américas”), Endesa Américas.

S.A. and Chilectra Américas S.A. (all three entities collectively as the “Companies”), being Enérsis Américas the company absorbing the other two ones.

Therefore, this process involves two stages: First Stage: DIVISION (achieved)

Second Stage: MERGER (under development)

Both Endesa Chile and Chilectra were divided into two companies, where all equity interests outside Chile were allocated into two newly created companies: Endesa Américas holding all interests outside Chile previously held by First Stage: Endesa Chile S.A. and Chilectra Américas holding all interests outside Chile previously held by Chilectra.

DIVISION In the case of Enersis, a new company was created, named Enersis Chile, where all equity interests in businesses in Chile were allocated into it, while those equity interests outside Chile were retained in Enersis, renamed afterwards as Enersis Américas.

Having been accomplished the division of the companies at the First Stage, then Enersis Américas will absorb both Second Stage: Endesa Américas and Chilectra Américas, by incorporating Endesa Américas and Chilectra Américas’ shareholders

MERGER directly into Enersis Américas according to the share’s exchange ratio to be agreed. Endesa Américas and Chilectra

Américas subsequently will be dissolved.

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STRICTLY PRIVATE & CONFIDENTIAL

Description of the Transaction

Purpose of the Reorganization

According to the information publicly communicated, the purpose of the reorganization is:

To differentiate geographical areas that currently have different growth structures, in order to provide a more focused attention to each region;

To continue simplifying the ownership and corporate structures of Enersis in Latin America, by reducing consolidation of minority stakes and improving strategic approaches; and

To execute a strategy that allows to improve operational efficiencies, business growth and a differentiated policy of shareholders retribution.

Methodology for estimates of relative equity interests

As previously mentioned, the Second Stage of the Reorganization entails the merger of Enersis Américas, Endesa Américas and Chilectra Américas (the “Companies”).

For purposes of issuing the Expert Report regarding the valuation and share exchange ratio for the Companies’ merger, each one of the businesses where the Companies have equity interests were valuated independently following a sum-of-parts criteria, i.e. an independent valuation of Power Generation (“Gx”), Transmission (“Tx”) and Distribution (“Dx”) businesses in Argentina, Brazil, Colombia and Peru.

The valuation methodologies used for this purposes included the Discounted Cash Flow model (“DCF”), and Trading and Transaction Comparable models.

The prevailing methodology for defining the value of individual businesses and therefore of the Companies was the DCF, being assigned the highest relative weight, while Comparables were used for purposes of valuing specific cases of smaller businesses with limited information, as well as to crosscheck results obtained through the DCF.

Subsequently, results were adjusted according to values of specific accounts not included in financial projections (non-operational assets and liabilities with economic impact) and deductions of net financial debt to obtain the economic value of the equity for each business. Finally, values of all individual equity stakes of the Companies were summed-up accordingly. To the results obtained for each one of the Companies, additional adjustments were applied for specific cases (please refer to Chapter 5, Company Valuation).

Expert Report

The objective of the Expert Report is to serve as one more piece of the background information that the Board of the Company will make available to Enersis Américas’ shareholders that must decide regarding the merger.

The Expert Report contains information of the value of the Companies, the corresponding share exchange ratios between the Companies and a proforma unaudited consolidated statement of financial position that shall be representative of the absorbing entity.

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1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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Enersis Américas Group

Overwiew of Enersis Américas Group

The Group operates and has equity interests in Generation (Gx), Distribution (Dx) and Transmission (Tx) assets in Argentina, Brazil, Colombia and Peru. It is one of the biggest privately owned electric companies in Latin America, in terms of total assets and operational income, generated by a stable growth of its businesses in Gx, Tx and Dx.

The Group has a direct and indirect participation on these businesses through Endesa Américas (60%) and Chilectra Américas (99,1%).

The Group totals approximately 10,951 MW of installed capacity, 48,481 GWh of annual production of energy and served more than 13 million clients through its distribution companies as of 2015.

During 2015, the Group generated approximately USD 8,103 million in sales and USD 2,467 million in EBITDA. By the year end of 2015, the Group had a total financial debt of USD 3,138 million.

Post-Division Corporate Structure General Overview of the Merger’s Perimeter

Grupo Enel (*) Grupo Enel (*)

60,6% 60,6% 60,6%

Enersis Enersis Enersis

Enersis Chile Américas Chile Américas

Ende ilectra Américas Américas

60,0% 99,1% 60,0% 99,1%

Endesa Chilectra Endesa Chilectra 60,0% 99,1% Chile Chile Américas Américas Endesa Chilectra

Argentina Colombia Brasil Peru

Chile Chile

Argentina Colombia Brasil Peru

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(*) Through Enel Latinoamérica S.A. and Enel Iberoamérica SRL


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Enersis Américas Group

Map of Enersis Américas Group

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Main Characteristics of the Group’s Assets

CAPACITY PRODUCTION COMPANY TECHNOLOGY (N° FACILITIES) (MW) (GWh)

ENDESA COSTANERA 100% Thermal (1) 1,328 8,337 Argentina EL CHOCON 100% Hydro (2) 2,324 3,366 CENTRAL DOCK SUD 100% Thermal (1) 870 4,832 CACHOEIRA 100% Hydro (1) 665 2,270

Brazil

GENERATION CGT. FORTALEZA 100% Thermal (1) 322 2,542 Colombia EMGESA 85% Hydro (9) / 15% Thermal (2) 2,151 14,250 EDEGEL 38% Hydro (5) / 62% Thermal (2) 1,322 6,437 Peru CHINANGO 100% Hydro (2) 194 973 EE PIURA 100% Thermal (1) 297 689

COVERAGE CLIENTS DEMAND COMPANY AREA OF CONCESSION

(Km2) (Millons) (GWh)

Argentina EDESUR Buenos Aires (South) 3,309 2.47 18,342 AMPLA Rio de Janeiro 32,188 3.06 11,715

Brazil

DISTRIBUTION COELCE Ceará State 149,000 3.90 11,543 Colombia CODENSA (inc. EEC) Bogotá+ Cundinamarca 14,456 2.87 13,769 Peru EDELNOR Lima (North) 1,517 1.29 7,942

LENGHT TENSIÓN COMPANY CONNECTION POINTS

(Kms) (kV)

YACILEC Yacyretá (Par) - Resistencia (Arg) 269 500

Argentina

TRANSMISSION CTM Rincón (Arg) - Garabí (Bra) 130 500 Brazil CIEN Garabí (Bra) - Itá (Bra) 354 500

The tables above show the main operational assets of Enersis Américas Group split by business segment (Generation, Distribution and Transmission), highlighting main technical variables of the companies, by country.

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Enersis Américas Group – Equity Interests by Activity

ENERSIS ENDESA CHILECTRA TOTAL TOTAL THIRD

COMPANY AMÉRICAS AMÉRICAS AMÉRICAS ENERSIS AM PARTIES Indirect participation through the following companies:

ENDESA COSTANERA 75.7% 45.4% 30.3% Endesa Argentina and Southern Cone HIDROELECTRICA EL CHOCON 65.4% 39.2% 26.2% Endesa Argentina and Hidroinvest CENTRAL DOCK SUD 40.3% 40.3% 0.0% Inversora Dock Sud

Argentina

TERM. MANUEL BELGRANO 0.6% 16.4% 10.4% 6.5% Endesa Costanera, El Chocón and Dock Sud TERM. JOSE DE SAN MARTIN 0.6% 16.4% 10.4% 6.5% Endesa Costanera, El Chocón and Dock Sud

VUELTA DE OBLIGADO 2.6% 22.7% 16.2% 9.1% Endesa Costanera, El Chocón and Dock Sud

CACHOEIRA 50.8% 37.0% 11.2% 84.2% 14.9% Enel Brasil GENERATION CGT. FORTALEZA 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Brasil EOLICA FAZENDA NOVA 50.9% 37.1% 11.3% 84.3% 15.0% Enel Brasil EGP MODELO I 0.5% 0.4% 0.1% 0.8% 0.1% Enel Brasil EGP MODELO II 0.5% 0.4% 0.1% 0.8% 0.1% Enel Brasil Colombia EMGESA 21.6% 26.9% 37.7% 10.8% EDEGEL 21.1% 62.5% 58.6% 25.0% Generandes Perú Peru CHINANGO 16.9% 50.0% 46.9% 20.0% Edegel

EE PIURA 96.5% 96.5% 0.0% Generalima and Caboblanco

EDESUR 37.6% 0.5% 34.1% 71.6% 0.5% Distrilec

Argentina

SACME 18.8% 0.3% 17.0% 35.8% 0.3% Edesur

AMPLA 45.3% 17.4% 36.7% 92.0% 7.3% Chilectra Inversud and Enel Brasil

Brasil 45.2% 21.9% 6. 64.9% 8.8%

COELCE 6% Enel Brasil

DISTRIBUTION CODENSA 39.1% 9.4% 48.4% 0.1%

Colombia DECA 19.2% 4.6% 23.7% 0.0% Codensa EEC 15.8% 3.8% 19.5% 0.0% Deca Peru EDELNOR 60.1% 15.6% 75.5% 0.1% Distrilima

CTM 50.9% 37.1% 11.3% 84.4% 15.0% Cien

Argentina TESA 50.9% 37.1% 11.3% 84.4% 15.0% Cien, Endesa Argentina

TRANSMISSION

YACILEC 22.2% 22.2% 0.0%

Brasil CIEN 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil

Argentina CEMSA 55.0% 45.0% 82.0% 18.0% Endesa Argentina COM. AND SERVICES Brasil EN BRASIL 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Colombia EMGESA PANAMA 21.6% 26.9% 37.7% 10.8% Emgesa

INFRASTRUCTURE Colombia PORT. CENTRAL CARTAGENA 22.4% 25.5% 0.5% 38.2% 10.2% Emgesa and Inversora Codensa

Column “Enersis Américas” shows its direct and indirect equity interests over each one of the induvial businesses, excluding those indirect interests through Endesa Américas and Chilectra Américas.

Column “Controlled by Enersis” shows total direct and indirect equity interests over each one of the individual businesses.

Column “Minority Contribution” shows indirect equity interests that minority shareholders of Endesa Américas and Chilectra Américas own in each one of the individual businesses. Bottom line, this column represents the equity interests that Enersis Américas will sum-up to its control post merger.

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Enersis Américas Group – Equity Interests by Country

ENERSIS ENDESA CHILECTRA TOTAL TOTAL THIRD

COMPANY AMÉRICAS AMÉRICAS AMÉRICAS ENERSIS AM PARTIES Indirect participation through the following companies:

ENDESA COSTANERA 75.7% 45.4% 30.3% Endesa Argentina and Southern Cone HIDROELECTRICA EL CHOCON 65.4% 39.2% 26.2% Endesa Argentina and Hidroinvest CENTRAL DOCK SUD 40.3% 40.3% 0.0% Inversora Dock Sud Generation . MANUEL BELGRANO 0.6% 16.4% 10.4% 6.5%

TERM Endesa Costanera, El Chocón and Dock Sud

TERM. JOSE DE SAN MARTIN 0.6% 16.4% 10.4% 6.5% Endesa Costanera, El Chocón and Dock Sud

ARGENTINA VUELTA DE OBLIGADO 2.6% 22.7% 16.2% 9.1% Endesa Costanera, El Chocón and Dock Sud

EDESUR 37.6% 0.5% 34.1% 71.6% 0.5% Distrilec Distribution SACME .8% 0.3% 17. 35.8% 0.3%

18 0% Edesur

CTM 50.9% 37.1% 11.3% 84.4% 15.0% Cien

Transmission TESA 50.9% 37.1% 11.3% 84.4% 15.0% Cien, Endesa Argentina YACILEC 22.2% 22.2% 0.0% Com. and services CEMSA 55.0% 45.0% 82.0% 18.0% Endesa Argentina

CACHOEIRA 50.8% 37.0% 11.2% 84.2% 14.9% Enel Brasil CGT. FORTALEZA 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Generation EOLICA FAZENDA NOVA 50.9% 37.1% 11.3% 84.3% 15.0% Enel Brasil EGP MODELO I 0.5% 0.4% 0.1% 0.8% 0.1% Enel Brasil BRAZIL EGP II 0.5% 0.4% 0. 0.8% 0.1%

MODELO 1% Enel Brasil

AMPLA 45.3% 17.4% 36.7% 92.0% 7.3% Chilectra Inversud and Enel Brasil

Distribution COELCE 45.2% 21.9% 6.6% 64.9% 8.8%

Enel Brasil

Transmission CIEN 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Com. and services EN BRASIL 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil

Generation EMGESA 21.6% 26.9% 37.7% 10.8% CODENSA 39.1% 9.4% 48.4% 0.1%

COLOMBIA Distribution DECA 19.2% 4.6% 23.7% 0.0% Codensa EEC 15.8% 3.8% 19.5% 0.0% Deca Com. and services EMGESA PANAMA 21.6% 26.9% 37.7% 10.8% Emgesa

Infrastructure PORT. CENTRAL CARTAGENA 22.4% 25.5% 0.5% 38.2% 10.2% Emgesa amd Inversora Codensa

EDEGEL 21.1% 62.5% 58.6% 25.0% Generandes Perú PERU Generation CHINANGO 16.9% 50.0% 46.9% 20.0% Edegel

EE PIURA 96.5% 96.5% 0.0% Generalima and Caboblanco

Distribution EDELNOR 60.1% 15.6% 75.5% 0.1% Distrilima

Column “Enersis Américas” shows its direct and indirect equity interests over each one of the induvial businesses, excluding those indirect interests through Endesa Américas and Chilectra Américas.

Column “Controlled by Enersis” shows total direct and indirect equity interests over each one of the individual businesses.

Column “Minority Contribution” shows indirect equity interests that minority shareholders of Endesa Américas and Chilectra Américas own in each one of the individual businesses. Bottom line, this column represents the equity interests that Enersis Américas would sum-up to its control post merger.

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1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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The valuation process

Forecast Selection of the Understanding the companies’ appropriate Valuation report business performance valuation model

Key value drivers Historical financial Description of the valuation Summary and valuation statement analysis model and key assumptions conclusions Company strategy Macroeconomic scenario Absolute valuation models: Business description and Industry/segment: size, industry analysis growth and profitability Key value drivers - DCF

Risk factor description Company positioning within Scenario sensitivity Relative valuation models: the industry analysis Description of the relative

- Transaction comps values of each of the

Threat of new entrants in Definition of methodology

- Trading comps Companies the industry for calculation of terminal values Calculation of the Exchange Threat of substitutes Ratio Estimate growth rates for Bargaining power of buyers perpetuity formulas Bargaining power of suppliers Rivalry among existing competitors Key regulatory aspects

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Valuation methodologies

Since the 3 companies have operations in different segments (Gx, Dx, Tx) and countries (Arg, Bra, Col, Per) with specific characteristics and different risk-return equations, we chose to value them by the methodology of sum-of-parts, mostly relying on the DCF method, using multiples-based valuations as a reference or with partial weighting in the final value.

For the valuation by DCF, we used financial projections provided by management, as well as estimates of terminal value and discount rates that reflect the risks associated with the projected flows, calculated by Providence Capital for each of them.

To the value obtained for each business, we subtracted the net financial debt along with other adjustments, case by case, named Equity Bridges by the management, for determining the equity value of each company.

Finally, according to the equity interest that each of the 3 Companies have over each company valued, we calculate the relative value of each one of the Companies following a sum-of-parts criteria, including adjustments to reflect the tax compensation and the holding discounts (see chapter 5).

Valuation

Absolut Relative

Valuation Valuations

DCF (most widely used) Multiples (referential methodology)

Cash flows to be discounted by company: Trading Comps

EBITDA (Income) Transaction Comps

(-) Tax calculated on EBIT

(-) Capex Selectrion of appropiate comparables for: (-) Consumption of Working Capital o Gx

= Free Cash Flow for the Company o Tx

Terminal values by company. o Dx

Growth rates of terminal value cash flows. Multiples selection

Company discount rates (WACC). o Enterprise value / EBITDA (EV/EBITDA)

Deriving the Enterprise Values o Enterprise value / MW (reviewed, but not used) Deduction of net financial debt and other adjustments, called by the administration “Equity Bridges”.

Obtaining Equity Values

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Discounted Cash Flow Methodology (“DCF”)

The method of discounted cash flow (DCF ) estimates the value of the business / company by adding free cash flows generated by the company discounted to present value.

5-year financial projections for the companies evaluated were used, with a terminal value representing the continuation

DCF Methodology of the business.

This methodology distinguishes between operational and financial elements which add to the Enterprise Value. used by The operational elements are represented in the projected operational free cash flows (excluding financial flows such as

Providence Capital interest paid and received).

Financial elements are considered in the discount rate (WACC), at which the operating free cash flows are discounted back to present value. The WACC is obtained by multiplying the proportional share of each source of capital with their respective cost (i.e. cost of debt multiplied by the proportionate share of debt in total capital).

Free Cash Flow by Free Cash Flow (FCF) = Income – Operational Costs (excluding Depreciation & Amortization) – Taxes – CapEx –

Company or Asset Variations of Working Capital

The terminal value reflects the sum of the expected free cash flows of the company beyond the explicitly projected period, which in these valuation exercise occurs from year 5 onwards. Exceptions were considered in certain cases.

Our model assumes the traditional formula of perpetuity for Gx businesses and an approach through expected returns

Terminal Value on new investments in those regulated industries such as Dx, subject to regulatory limits, target growth rates and discount rates .

Normalized free cash flows for the first year post explicit forecast period are used for these calculations.

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DCF – WACC (discount rate)

The company’s cost of capital reflects the opportunity cost (or profitability) for all the capital providers of the company weighted by their relative contribution to the company’s capital The cost of capital used to calculate the net present value of the free cash flows to the firm is determined by the Weighted Average Cost of Capital (“WACC”) of the firm or project being valued.

The WACC is calculated based in the following formula:

WACC parameters WACC(t) = Ke * E/(D+E) + Kd * D/(D+E), where: Ke = Cost of Equity Kd = After Tax Cost of Debt

E = Market Value of Equity

D = Value of Debt

The standard model to estimate the cost of equity is the capital asset pricing model (CAPM). A basic principle of the model is that the required rate of return for a risky asset can be broken down into two parts = Rate of return for a risk-free asset + Risk premium.

Another basic principle of the model is that the total risk (measured by the variance of an asset’s return) of a risky asset can also be split into two parts = Undiversifiable risk (systematic risk) + Diversifiable risk (unsystematic risk)

The CAPM states that:

Cost of Equity Ke = (Rf + Cr)+ ß*(MRP), where:

(Ke) Ke = cost of Equity

Rf = Risk Free Rate of Return Cr = Country Risk Premium

Rm = Expected rate of return of the market portfolio of risky assets MRP = Market risk premium (Rm-Rf)

ß = Equity beta (levered beta)

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DCF – WACC (discount rate)

The currency and duration of the risk free rate should match the currency and duration of the cash flows that are being Risk Free Rate discounted. We have used the 10-year sovereign bond of the United States to calculate the risk free rate (estimated as (Rf) a United States 10 -year benchmark index -Thomson Reuters) for the purposes of calculating the risk -free rate.

The Rf used is 1.55%

Country risk As a proxy for country risk premium we used the EMBI of each market (Arg, Bra, Col , Per , Chi) of Thomson Reuters premium and Bloomberg as final sources.

(Cr) The Cr used is 4.99% for Argentina, 3.59% for Brazil, 1.95 % for Chile, 2.53% for Colombia, and 1.91% for Peru.

The MRP is the additional return over and above the risk free return required by investors before they will invest in the market portfolio.

Market risk premium

As proxy MRP, we considered the average MRPs used by international investment banks, some of which cite sources

(MRP) such as Morningstar and Ibbottson.

The MRP used is 6.6 %.

The capital structure of each company is calculated based on market averages observed in Gx, Tx & Dx companies in

Capital structure

Latin America, which is consistent with the comparables used for calculating the Betas.

The cost of debt was estimated as the 10-years average marginal cost of borrowing in USD, observed in comparable

Cost of debt companies in the industry with similar risk profile .

Corporate income

Nominal tax rates were used to tax capital gains for each of the countries where the companies evaluated operates. tax rate

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DCF – WACC (discount rate)

Beta is a measure of systematic market risk, non-diversifiable. The coefficient Beta attempts to indicate what proportion of a company’s share price variation may be explained by the variation in the market portfolio.

It is calculated through a linear regression between the series of variations in the share price and the series of variations in the market portfolio (Index MSCI World) over a certain period of time, both in USD

For illiquid stocks and markets, such as the Latin-American Stock Market, the best approach to calculate a company’s beta is to determine a set of comparable companies in order to build an industry unlevered Beta (asset Beta) and this is taken as reference for the unlevered Beta of the company under study. This Beta is then re-levered to reflect the company’s target capital structure (equity Beta).

For our analysis, based on the unleveraged Betas (obtained from Bloomberg) we calculate the unlevered Beta for Beta Generation companies, and other for Transmission and Distribution companies.

Beta is composed of both operational and financial risk. In order to obtain the operational risk of the business, the equity

(ß) beta is unlevered based on the company’s market value debt to equity structure and income tax rate according to the following formulas:

ß U = ß L/ (1 + (1 - Tc) * (Debt/Equity)), where: Tc = Corporate Tax Rate

ß U = Unlevered beta

ß L = Levered beta

The average unlevered beta of the set of comparable companies is then re-levered to the company’s target capital structure, in accordance to the following formula:

ß L = ß U * (1 + (1 - Tc) * (Debt/Equity))

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Key value drivers

Macroeconomic Costs / CapEx /

Revenues WACC scenario Taxes Working Capital

Exchange rates Capacity Fixed costs Investments: Risk free rates GDP growth rates Load factor Variable costs o Expansion Country risk (EMBIs) Electricity demand Effective generation Operating costs & of o Maintenance Betas growth Other revenues holding companies Treatment of terminal Market risk premium Inflation rates (overheads) values Transmission tolls Debt costs Commodity prices: coal, Taxes Oscillations of accounts Distribution tariff Capital structures gas, diesel receivable and payable Tariff revisions (insignificant in these Interest rates Mix of regulated and industries and assets) Country risk rates unregulated customers Regulatory framework Energy price expectations in the long-term

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General conventions used in the valuations

Valuation date Valuation and calculation of the exchange ratio as of June 30, 2016.

Projections up to 5 years were provided by the management of the companies. These projections are not included in

Forecast period this report as they are confidential, according to the request of the administration of the companies.

The cash flows were expressed in local currency of each country on a nominal basis, using local currency as the functional currency for all companies, with the exception of Gx in Peru and Colombia, where the functional currency is

Currencies the USD.

Free cash flows (FCF) were converted into USD based on the exchange rate projections provided by management, and then discounted at the nominal WACCs in USD.

Macroeconomic Exchange rate projections provided by management. GDP and inflation projections provided by management. assumptions Information obtained from public sources.

For the projection period for explicit flows, effective tax rates provided by the administration were used.

Taxes

To calculate terminal values, nominal rates of each country were used.

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Share exchange ratio

Initially, we obtain the equity value of each of the Companies (i.e. Enersis Américas, Endesa Américas, Chilectra Américas).

Based on the pre merger equity value of Enersis Américas, the percentage increase of the equity value is calculated by comparing the pre merger equity value to the equity value of Enersis Américas post merger. The latter is calculated by adding the value of the shares interests of minority shareholders in Endesa Américas and Chilectra Américas to the value of Enersis Américas pre merger.

The new shares to be issued are calculated based on the percentage increase in equity value post merger and the Share exchange number of shares of Enersis Américas existing pre merger. ratio New shares of Enersis Américas are distributed between the minority shareholders of Endesa Américas and Chilectra Américas based on their relative interests on the equity incremental value post merger, as Enersis Américas would be the acquiring company. Therefore the Exchange Ratio for the shareholders of each company (Endesa Américas and Chilectra Américas) would be defined as: o Number of Enersis Américas shares per one Endesa Américas share, that minority shareholders of Endesa Américas would receive. o Number of Enersis Américas shares per one Chilectra Américas share, that minority shareholders of Chilectra Américas would receive.

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Macroeconomic projections

The main macroeconomic projections for each of the four countries considered were recently updated by the team of economists of the group and are shown in the tables below:

GDP Inflation

Projected GDP Growth 2016 2017 2018 2019 2020 Projected Inflation 2016 2017 2018 2019 2020

Argentina -0.9% 1.8% 2.3% 2.9% 3.0% Argentina 31.5% 23.0% 20.0% 17.0% 14.0%

Colombia 2.6% 2.9% 3.1% 3.1% 3.3% Colombia 7.1% 4.8% 4.0% 4.0% 3.8% Brazil -3.6% 0.2% 1.6% 2.0% 2.3% Brazil 7.5% 6.1% 5.7% 5.5% 5.0% Peru 3.7% 4.1% 4.0% 4.1% 4.3% Peru 3.7% 3.2% 2.9% 2.7% 2.6%

Currencies

Projected Local Currency vs USD Exc. Rate 2016 2017 2018 2019 2020

Argentina 15.6 16.3 16.9 17.3 19.3 Colombia 3,136.0 3,154.0 3,185.0 3,226.0 3,276.0 Brazil 3.9 4.0 4.0 3.9 3.9 Peru 3.5 3.7 3.5 3.5 3.4

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1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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Summary of companies’ valuation

Equity Value Equity Value for Equity Value for Equity Value for Country Company Business (100%) Enersis Américas Endesa Américas Chilectra Américas

Low High Low High Low High Low High

AMPLA Dx $ 457 $ 626 $ 420 $ 576 $ 80 $ 109 $ 167 $ 229 COELCE Dx $ 833 $ 927 $ 540 $ 601 $ 182 $ 203 $ 55 $ 61 CACHOEIRA Gx $ 376 $ 385 $ 317 $ 324 $ 139 $ 142 $ 42 $ 43 CGT. FORTALEZA Gx $ 374 $ 385 $ 315 $ 325 $ 139 $ 143 $ 42 $ 43 CIEN Tx $ 265 $ 271 $ 224 $ 228 $ 99 $ 100 $ 30 $ 30 EN BRASIL Others $ 107 $ 119 $ 91 $ 100 $ 40 $ 44 $ 12 $ 13 ENEL BRASIL Holding $ 201 $ 188 $ 169 $ 159 $ 75 $ 70 $ 23 $ 21 EDEGEL Gx $ 2,023 $ 2,304 $ 1,186 $ 1,350 $ 1,264 $ 1,439 $ 0 $ 0 CHINANGO Gx $ 473 $ 543 $ 222 $ 255 $ 236 $ 271 $ 0 $ 0 EE PIURA Gx $ 190 $ 219 $ 183 $ 212 $ 0 $ 0 $ 0 $ 0 EDELNOR Dx $ 1,546 $ 1,843 $ 1,168 $ 1,392 $ 0 $ 0 $ 241 $ 287 CABO BLANCO Holding $ 8 $ 8 $ 8 $ 8 $ 0 $ 0 $ 0 $ 0 GENERALIMA Holding -$ 74 -$ 74 -$ 74 -$ 74 $ 0 $ 0 $ 0 $ 0 INVERSIONES DISTRILIMA Holding $ 29 $ 29 $ 29 $ 29 $ 0 $ 0 $ 9 $ 9 COSTANERA Gx $ 30 $ 32 $ 14 $ 15 $ 23 $ 24 $ 0 $ 0 EL CHOCON Gx $ 276 $ 282 $ 108 $ 111 $ 180 $ 185 $ 0 $ 0 DOCKSUD Gx $ 76 $ 79 $ 31 $ 32 $ 0 $ 0 $ 0 $ 0 EDESUR Dx $ 304 $ 346 $ 218 $ 248 $ 2 $ 2 $ 104 $ 118 CEMSA Dx $ 17 $ 19 $ 14 $ 15 $ 8 $ 8 $ 0 $ 0 TESA Tx -$ 18 -$ 18 -$ 16 -$ 15 -$ 7 -$ 7 -$ 2 -$ 2 CTM Tx -$ 19 -$ 19 -$ 16 -$ 16 -$ 7 -$ 7 -$ 2 -$ 2 EMGESA Gx $ 5,341 $ 6,313 $ 2,015 $ 2,382 $ 1,435 $ 1,696 $ 0 $ 0 PORT. CENTRAL CARTAGENA Gx $ 2 $ 2 $ 1 $ 1 $ 0 $ 0 $ 0 $ 0 CODENSA Dx $ 2,727 $ 3,226 $ 1,295 $ 1,532 $ 0 $ 0 $ 252 $ 298 ENERSIS AMERICAS Holding $ 1,151 $ 1,139 $ 1,151 $ 1,139 $ 0 $ 0 $ 0 $ 0 ENDESA AMERICAS Holding $ 34 $ 33 $ 21 $ 20 $ 34 $ 33 $ 0 $ 0 CHILECTRA AMERICAS Holding -$ 197 -$ 198 -$ 195 -$ 197 $ 0 $ 0 -$ 197 -$ 198

Total “” of stakes in individual companies N.A N.A $ 9,439 $ 10,750 $ 3,922 $ 4,457 $ 776 $ 951

- Holding discount N.A N.A -$ 944 -$ 1,075 -$ 196 -$ 223 $ 0 $ 0

Sum of parts “” of stakes in individual Value “” of stakes minus holding discount N.A N.A $ 8,495 $ 9,675 $ 3,726 $ 4,234 $ 776 $ 951

Pre contribution adjustment value of Companies to the merger (1) N.A N.A $ 8,495 $ 9,675 $ 1,491 $ 1,695 $ 7 $ 9 companies

+/- Tax compensation (2) N.A N.A -$ 32 -$ 32 $ 32 $ 32 $ 0 $ 0

Companies final value contributed for merger N.A N.A $ 8,464 $ 9,643 $ 1,523 $ 1,726 $ 7 $ 9

Notes: (1) Corresponds to 100% of the value of “ of shareholdings less holding discount” for Enersis Américas and “ of shareholdings less holding discount” of the minority shareholdings in

Endesa Américas and Chilectras Américas. (2) Estimated tax compensation payable by the shareholders of Enersis Américas to the minority shareholders of Endesa Américas and Chilectra 29 | Américas, in relation to the net taxes already paid by Endesa Chile and Chilectra Chile, originated during the first stage of the corporate restructuring (corporate division) .


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Valuations and implied multiples

V a lua tion m e thod ponde ra tion E V E quity V a lue Im plie d

C o u n t r y C o m p an y B u sin e ss

Trad in g Tran sac t io n EV / EB ITD A D C F L o w H igh L o w H igh

(1 ) (2 ) (3 )

EV / EB ITD A EV / EB ITD A 2 0 1 6 E

A M P LA Dx 100% 0% 0% $ 1 ,4 8 9 $ 1 ,6 5 8 $ 4 5 7 $ 6 2 6 9 .9 x C O ELC E D x 1 0 0 % 0 % 0 % $ 1 ,1 5 5 $ 1 ,2 4 9 $ 8 3 3 $ 9 2 7 5 .7 x C A C H O EI R A G x 1 0 0 % 0 % 0 % $ 3 4 1 $ 3 5 0 $ 3 7 6 $ 3 8 5 3 .3 x C G T. F O R TA LEZ A G x 1 0 0 % 0 % 0 % $ 3 7 4 $ 3 8 6 $ 3 7 4 $ 3 8 5 5 .1 x C I EN Tx 1 0 0 % 0 % 0 % $ 2 8 1 $ 2 8 6 $ 2 6 5 $ 2 7 1 4 .9 x EN B R A S I L O th er s 5 0 % 5 0 % 0 % $ 1 1 0 $ 1 2 1 $ 1 0 7 $ 1 2 1 6 0 .4 x EN EL B R A S I L H o l d i n g 1 0 0 % 0 % 0 % -$ 2 8 6 -$ 2 9 9 $ 2 0 1 $ 1 8 8 -ED EG EL G x 1 0 0 % 0 % 0 % $ 2 ,1 8 0 $ 2 ,4 6 0 $ 2 ,0 2 3 $ 2 ,3 0 4 9 .6 x C H I N A N G O G x 1 0 0 % 0 % 0 % $ 5 0 4 $ 5 7 4 $ 4 7 3 $ 5 4 3 1 1 .9 x EE P I U R A G x 1 0 0 % 0 % 0 % $ 2 3 3 $ 2 6 3 $ 1 9 0 $ 2 1 9 5 .7 x ED ELN O R D x 1 0 0 % 0 % 0 % $ 1 ,9 5 4 $ 2 ,2 5 1 $ 1 ,5 4 6 $ 1 ,8 4 3 1 0 .4 x C A B O B LA N C O H o l d i n g 1 0 0 % 0 % 0 % -$ 0 -$ 0 $ 8 $ 8 -G EN ER A LI M A H o l d i n g 1 0 0 % 0 % 0 % -$ 3 3 -$ 3 3 -$ 7 4 -$ 7 4 -I N V ER S I O N ES D I S TR I LI M A H o l d i n g 1 0 0 % 0 % 0 % $ 0 $ 0 $ 2 9 $ 2 9 -C O S TA N ER A G x 1 0 0 % 0 % 0 % $ 9 3 $ 9 5 $ 3 0 $ 3 2 1 .5 x EL C H O C O N G x 1 0 0 % 0 % 0 % $ 3 2 0 $ 3 2 7 $ 2 7 6 $ 2 8 2 1 0 .1 x D O C K S U D G x 1 0 0 % 0 % 0 % $ 1 0 5 $ 1 0 7 $ 7 6 $ 7 9 3 .4 x ED ES U R D x 1 0 0 % 0 % 0 % $ 4 7 2 $ 5 1 4 $ 3 0 4 $ 3 4 6 3 .3 x C EM S A D x 1 0 0 % 0 % 0 % $ 1 5 $ 1 6 $ 1 7 $ 1 8 -TES A Tx 1 0 0 % 0 % 0 % $ 7 $ 8 -$ 1 8 -$ 1 8 -C TM Tx 1 0 0 % 0 % 0 % $ 6 $ 6 -$ 1 9 -$ 1 9 -EM G ES A G x 1 0 0 % 0 % 0 % $ 7 ,0 3 2 $ 8 ,0 0 4 $ 5 ,3 4 1 $ 6 ,3 1 3 1 1 .6 x P O R T. C EN TR A L C A R TA G EN A G x 1 0 0 % 0 % 0 % $ 2 $ 2 $ 2 $ 2 1 4 .0 x C O D EN S A D x 1 0 0 % 0 % 0 % $ 3 ,3 0 0 $ 3 ,7 9 8 $ 2 ,7 2 7 $ 3 ,7 9 8 8 .3 x EN ER S I S A M ER I C A S H o l d i n g 1 0 0 % 0 % 0 % -$ 1 9 2 -$ 2 0 4 $ 1 ,1 5 1 $ 1 ,1 3 9 -EN D ES A A M ER I C A S H o l d i n g 1 0 0 % 0 % 0 % -$ 2 7 -$ 2 9 $ 3 4 $ 3 3 -C H I LEC TR A A M ER I C A S H o l d i n g 1 0 0 % 0 % 0 % -$ 2 7 -$ 2 9 -$ 1 9 7 -$ 1 9 8 -

Notes: (1) Trading Comparables using EV/EBITDA multiple. (2) Transaction Comparables using EV/EBITDA multiple. (3) Implied EV/EBITDA multiple resulting from the mid-point value (average high- 30 | low) of the EV and the estimated EBITDA 2016.


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Valuation by method: DCF, Trading comps, Transaction comps

DCF Valuation Trading comps Valuation Transaction comps Valuation Country Company Business (1) (2) (3)

EV/EBITDA EV/EBITDA EV/EBITDA

EV Equity Value Implied 2016E EV Equity Value 2016E EV Equity Value 2016E

AMPLA Dx $ 1,574 $ 541 9.9x $ 1,086 $ 53 6.8x $ 1,332 $ 300 8.3x COELCE Dx $ 1,202 $ 880 5.7x $ 1,441 $ 1,119 6.8x $ 1,769 $ 1,447 8.3x CACHOEIRA Gx $ 345 $ 380 3.3x $ 768 $ 803 7.4x $ 968 $ 1,003 9.4x CGT. FORTALEZA Gx $ 380 $ 379 5.1x $ 553 $ 552 7.4x $ 696 $ 695 9.4x CIEN Tx $ 283 $ 268 4.9x $ 392 $ 376 6.7x $ 487 $ 472 8.3x EN BRASIL Others $ 206 $ 204 107.9x $ 25 $ 23 13.0x $ 25 $ 23 13.0x ENEL BRASIL Holding -$ 293 $ 194 - - - - - - -EDEGEL Gx $ 2,320 $ 2,164 9.6x $ 2,048 $ 1,892 8.5x $ 2,526 $ 2,370 10.5x CHINANGO Gx $ 539 $ 508 11.9x $ 386 $ 355 8.5x $ 476 $ 445 10.5x EE PIURA Gx $ 248 $ 205 5.7x $ 370 $ 327 8.5x $ 457 $ 413 10.5x EDELNOR Dx $ 2,103 $ 1,694 10.4x $ 1,824 $ 1,416 9.0x $ 2,021 $ 1,613 10.0x CABO BLANCO Holding -$ 0 $ 8 - - - - - - -GENERALIMA Holding -$ 33 -$ 74 - - - - - - -INVERSIONES DISTRILIMA Holding $ 0 $ 29 - - - - - - -COSTANERA Gx $ 94 $ 31 1.5x $ 248 $ 185 3.9x $ 289 $ 227 4.5x EL CHOCON Gx $ 323 $ 279 10.1x $ 123 $ 79 3.9x $ 144 $ 100 4.5x DOCKSUD Gx $ 106 $ 78 3.4x $ 120 $ 91 3.9x $ 162 $ 133 5.2x EDESUR Dx $ 493 $ 325 3.3x $ 585 $ 417 3.9x $ 789 $ 621 5.2x CEMSA Dx $ 17 $ 18 - -$ 0 $ 0 - -$ 0 $ 0 -TESA Tx $ 8 -$ 18 - $ 4 -$ 22 - $ 6 -$ 20 -CTM Tx $ 6 -$ 19 - $ 4 -$ 21 - $ 5 -$ 20 -EMGESA Gx $ 7,518 $ 5,827 11.6x $ 5,487 $ 3,797 8.5x $ 6,767 $ 6,767 10.5x PORT. CENTRAL CARTAGENA Gx $ 2 $ 2 14.0x $ 1 $ 1 8.5x $ 1 $ 1 10.5x CODENSA Dx $ 3,549 $ 2,976 8.3x $ 3,860 $ 3,287 9.0x $ 4,277 $ 3,704 10.0x ENERSIS AMERICAS Holding -$ 198 $ 1,145 - - - - - - -ENDESA AMERICAS Holding -$ 28 $ 34 - - - - - - -CHILECTRA AMERICAS Holding -$ 28 -$ 197 - - - - - -

The table shows referential Enterprise Values (“EV”) and Equity Values, corresponding to the mid-values estimated as value ranges for each company derived from each specific valuation method.

Notes: (1) EV/EBITDA implicit multiple resulting from middle values (average, high-low) of the estimated Enterprise value (EV) and the expected EBITDA for year 2016. (2) Used multiple to determine the middle point of EV. It is determined based on EV/EBITDA multiples of transaction comparables. For more details please refer to pages 39 – 41 of this Report. (3) Multiple used to 31 | determine the middle point of EV. It is determined based on EV/EBITDA multiple estimates used in transactions comparables. For more details, please refer to page 42 of this report.


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Enersis Américas: most relevant companies in terms of equity value

Individual company equity values adding to the sum-of-the-parts equity valuation(1), in USD million

12,000

ENERSIS AMERICAS

Equity value

1,401 10,095 10,000

320 571

498 Otros (3) 8,000 CACHOEIRA

1,145 BR, Gx

COELCE AMPLA BR, Dx 1,280 BR, Dx

6,000

ENERSIS 1,414 AMERICAS (2) EDELNOR

4,000 1,268 PE, Dx

CODENSA 2,198 CO, Dx

2,000 EDEGEL

PE, Gx

0

EMGESA

CO, Gx

Notes: (1) Excludes both holding discount and tax compensation adjustments. (2) Considers: (i) the net present value of holding operational expenses; (iii) Individual net financial debt (it has net cash position); (Iii) Reception of the proportional dividend that the administration of Chilectra Amercias will propose by CLP 120,000 million. (3) Considers an increase of net financial 32 | debt of Chilectra Americas as a result of the CLP 120,000 million dividend that the administration will propose.


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Endesa Américas: most relevant companies in terms of equity value

Individual company equity values adding to the sum-of-the-parts equity valuation(1), in USD million

ENDESA AMERICAS

4,500 Equity value 309 4,190

4,000 141 192

94 Otros 254 CACHOEIRA

3,500 100

COELCE BR, Gx 182 AMPLA BR, Dx BR, Dx

CHINANGO 3,000 1,351 CIEN

PE,Gx CHOCON BR, Tx AR, Gx

2,500

2,000

1,566 1,500

EDEGEL

PE, Gx

1,000

500

0

EMGESA

CO, Gx

33 |

Note: (1) Excludes both holding discount and tax compensation adjustments.


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Chilectra Américas: most relevant companies in terms of equity value

Individual company equity values adding to the sum-of-the-parts equity valuation(1), in USD million

1,200

30 13

1,000 - 113

CHILECTRA AMERICAS

43 Equity value

43 CIEN EN BRASIL 864 111 BR, Tx BR, Others

FORTALEZA

Others (2) CACHOIRA BR, Gx 800 198 BR,Gx

EDESUR

AR, Dx

600 264

AMPLA

BR, Dx

400

275

EDELNOR 200 PE, Dx

0

CODENSA

CO, Dx

Notes: (1) Excludes both holding discount and tax compensation adjustments. (2) Considers an increase of net financial debt of Chilectra Americas by CLP 120,000 million as a result of the 34 | dividend that the administration will propose by the same amount.


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WACC - Generation

Our DCF valuation WACC Calculation methodology is based on Argentina Brazil Chile Colombia Peru the calculation of a nominal USD WACC that reflects Generation the returns required from the different sources of capital (1) US Risk Free Rate: Rf 1.55% 1.55% 1.55% 1.55% 1.55% for each asset in relation to (2) Country Risk Premium: Rp 4.99% 3.59% 1.95% 2.53% 1.91% country risk and asset’s Country Risk Free Rate: Rfp 6.54% 5.14% 3.50% 4.09% 3.46% industry, among other (3) Unlevered Beta: Bd1.200.940.620.620.62 factors. 

(4) Debt/Equity: D/E 18.3% 32.9% 51.7% 51.7% 51.7% Corporate Tax Rate: Tc 35.0% 34.0% 27.0% 34.0% 26.0%

Our analysis assumes the Levered Beta: Bl1.341.140.860.840.86 usage of the same

(5) Market Risk Premium: PRM 6.6% 6.6% 6.6% 6.6% 6.6% unlevered Beta for generation assets in Chile, Cost of Equity: Ke 15.4% 12.7% 9.2% 9.6% 9.1%

Colombia and Peru (MILA) and specific Betas for

Argentina and Brazil , given (6) Cost of Debt (Before Taxes): Kdpt 9.6% 6.4% 4.1% 4.9% 4.5% particularities of the Corporate Tax Rate: Ic 35.0% 34.0% 27.0% 34.0% 26.0% businesses in these Cost of Debt (After Tax): Kd 6.2% 4.2% 3.0% 3.2% 3.3% countries D/(D+E) 15.5% 24.8% 34.1% 34.1% 34.1% E/(D+E) 84.5% 75.2% 65.9% 65.9% 65.9%

WACC 14.0% 10.6% 7.1% 7.4% 7.2%

Notes: (1) Rf: US Government 10 year bond benchmark; (2) Rp: Country EMBIs; (3) Bd: industrial average; (4) D/E: Industrial average; (5) PRM: Equity research and investment banks reports average (6) Kdpt: Cost of debt estimations based on utilities’ corporate bonds yields in each country

35 |

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital – 22/07/2016


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WACC – Distribution and Transmission

In the case of Brazil, the WACC Calculation target D/E ratio was normalized to the average of Argentina Brazil Chile Colombia Peru

MILA and Argentina Distribution and Transmission parameters

(1) US Risk Free Rate: Rf 1.55% 1.55% 1.55% 1.55% 1.55% (2) Country Risk Premium: Rp 4.99% 3.59% 1.95% 2.53% 1.91% Country Risk Free Rate: Rfp 6.54% 5.14% 3.50% 4.09% 3.46%

(3) Unlevered Beta: Bd1.450.930.600.600.60 (4) Debt/Equity: D/E 50.5% 50.5% 50.4% 50.4% 50.4% Corporate Tax Rate: Tc 35.0% 34.0% 27.0% 34.0% 26.0% Levered Beta: Bl1.921.250.820.800.83 (5) Market Risk Premium: PRM 6.6% 6.6% 6.6% 6.6% 6.6%

Cost of Equity: Ke 19.2% 13.4% 8.9% 9.4% 8.9%

(6) Cost of Debt (Before Taxes): Kdpt 9.6% 6.4% 4.1% 4.9% 4.5% Corporate Tax Rate: Ic 35.0% 34.0% 27.0% 34.0% 26.0% Cost of Debt (After Tax): Kd 6.2% 4.2% 3.0% 3.2% 3.3%

D/D+E 33.5% 33.5% 33.5% 33.5% 33.5% E/D+E 66.5% 66.5% 66.5% 66.5% 66.5%

WACC 14.9% 10.3% 6.9% 7.3% 7.0%

Notes: (1) Rf: US Government 10 year bond benchmark; (2) Rp: Country EMBIs; (3) Bd: industrial average; (4) D/E: Industrial average; (5) PRM: Equity research and investment banks reports average (6) Kdpt: Cost of debt estimations based on utilities’ corporate bonds yields in each country

36 |

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital – 22/07/2016


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Beta calculation - Generation

BETA Calculation

Company Country Martket CapD/D+E D/E CorporateBeta Beta (USD M) Tax Rate Levered Unlevered

Generation

Costanera Argentina274 16% 18% 35%1.34 1.20 Tractebel Brasil8,316 11% 13% 34%1.08 0.99 CESP Brasil1,418 13% 15% 34%1.32 1.20 Electrobras Brasil6,801 66% 195% 34%1.43 0.63 Colbun Chile4,357 34% 51% 27%0.72 0.52 AES Gener Chile4,123 45% 83% 27%1.00 0.62 E-CL Chile1,964 27% 37% 27%0.89 0.70 ISAGEN Colombia4,143 23% 30% 34%0.71 0.59 CELSIA Colombia956 60% 149% 34%0.98 0.49 EDEGEL Peru2,292 7% 7% 26%0.86 0.82

Average MILA 17,835,055,741 34% 52% 29%0.86 0.62 Average Brasil 16,534,763,022 25% 33% 34%1.28 0.94 Average Argentina 273,739,436 16% 18% 35%1.34 1.20

In the Betas calculation, we have considered the existing industry, market and liquidity structural differences of the potentially comparable companies At the sub-industry level, the sample was divided in Generation and a second group composed by Transmission and Distribution companies, considering that the latest group share a more comparable risk and profitability profile, and that there is a reduced number of companies available to obtain a significant sample for each of these sub-industries

At a country level, the sample was conformed grouping countries with comparable characteristics, where Chile, Colombia and Peru were considered together in one block (MILA) given their greater structural similarity, while Brazil and Argentina were considered separately

37 |

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital – 22/07/2016


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Beta calculation – Distribution and Transmission

BETA Calculation

Company Country Martket CapD/D+E D/E CorporateBeta Beta (USD M) Tax Rate Levered Unlevered

Distribution and Transmission

EDENOR Argentina391 34% 50% 35%1.92 1.45 Electropaulo Brazil1,132 48% 92% 34%1.56 0.97 AMPLA Brazil1,033 46% 85% 34%1.83 1.17 COELCE Brazil967 26% 35% 34%1.29 1.04 CEMIG Brazil3,432 55% 124% 34%1.45 0.80 Copel Brazil2,318 48% 94% 34%1.45 0.90 EDP Energias Do Br Brazil2,694 40% 67% 34%1.05 0.73 CGE Chile2,737 41% 69% 27%0.89 0.59 Luz del Sur Peru1,640 23% 29% 26%0.78 0.64 Edelnor Peru Peru1,104 27% 37% 26%0.73 0.57

Average MILA 5,481,139,449 34% 50% 26%0.80 0.60 Average Brazil 11,575,289,858 34% 50% 34%1.44 0.93 Average Argentina 390,879,760 34% 50% 35%1.92 1.45

In the case of Distribution and Transmission, the greatest part of the comparables sample is attributable to Brazil, with some cases available in Chile and Peru,

Given the current situation of the country, the target D/E for distribution and transmission companies in Brazil was adjusted to make it converge to the

MILA and Argentina average parameter

38 |

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital – 22/07/2016


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Trading Multiples – Chile, Colombia y Perú

Our analysis considers the use Chile - Colombia - Peru of trading multiples only as a

Company Country Market Cap EV/Ebitda EV/Ebitda EV/Ebitda complementary verification method respect of the values USD M 2016 E 2017 E 2018 E obtained from the DCF model

Generation

Colbun Chile4,357 8.1x 8.3x 8.3x

The multiples hereby presented

AES Gener Chile4,123 10.4x 9.8x 8.8x were calculated through the division of the companies’ EV on E-CL Chile1,964 7.2x 8.4x 7.5x

July 21, 2016, and the equity CELSIA Colombia956 8.2x 6.7x 5.9x research analysts’ estimates EDEGEL Peru2,292 9.6x 9.2x 10.2x consensus for the projected

ENERSUR Peru1,554 7.2x 7.2x 7.6x

EBITDAs of each period

Average 8.5x 8.3x 8.0x Median 8.1x 8.3x 7.9x

The sample of comparative companies for the multiples Min 7.2x 6.7x 5.9x calculation was adjusted Max 10.4x 9.8x 10.2x considering liquidity, industry Transmission and Distribution type and equity research analysts’ coverage criteria

Aguas Andinas Chile3,644 10.9x 10.4x 9.6x ISA Colombia3,485 7.8x 5.4x 4.9x EEB Colombia5,674 9.7x 9.7x 9.4x Luz del Sur Peru1,640 9.3x 8.9x 8.3x Edelnor Peru Peru1,104 7.3x 6.5x 6.2x

Average 9.0x 8.2x 7.7x Median 9.3x 8.9x 8.3x

Min 7.3x 5.4x 4.9x Max 10.9x 10.4x 9.6x

39 |

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital – 22/07/2016


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Trading Multiples - Brazil

Our analysis considers the use Brazil of trading multiples only as a

Company Country Market Cap EV/Ebitda EV/Ebitda EV/Ebitda complementary verification

USD M 2016 E 2017 E 2018 E method respect of the values obtained from the DCF model Generation

Tractebel Brazil8,316 8.1x 7.0x 6.6x CESP Brazil1,418 5.5x 5.5x 5.6x The multiples hereby presented AES Tiete Brazil1,826 6.6x 5.7x 5.3x were calculated through the division of the companies’ EV on CPFL En. Ren. Brazil1,743 9.5x 7.8x 7.1x July 21, 2016, and the equity Electrobras Brazil6,801 N.M 8.5x 5.3x research analysts’ estimates Average 7.4x 6.9x 6.0x consensus for the projected Median 7.4x 7.0x 5.6x EBITDAs of each period 

Min 5.5x 5.5x 5.3x Max 9.5x 8.5x 7.1x

The sample of comparative Transmission companies for the multiples

Taesa Brazil2,400 6.7x 7.1x 7.7x calculation was adjusted considering liquidity, industry Average 6.7x 7.1x 7.7x type and equity research Median 6.7x 7.1x 7.7x analysts’ coverage criteria Min 6.7x 7.1x 7.7x Max 6.7x 7.1x 7.7x

Distribution

Electropaulo Brazil1,132 6.1x 5.1x 3.9x EQUATORIAL Brazil3,041 9.6x 8.0x 6.7x CEMIG Brazil3,432 6.7x 6.5x 5.7x Copel Brazil2,318 5.6x 4.7x 4.3x EDP Energias D Brazil2,694 6.7x 6.5x 6.0x Light Brazil901 6.1x 5.3x 4.5x

Average 6.8x 6.0x 5.2x Median 6.4x 5.9x 5.1x

Min 5.6x 4.7x 3.9x Max 9.6x 8.0x 6.7x

40 |

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital – 22/07/2016


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Trading Multiples - Argentina

In the case of Argentina, given

Argentina the restricted sample of available companies that Company Country Market Cap EV/Ebitda EV/Ebitda EV/Ebitda present reasonable liquidity and

USD M 2016 E 2017 E 2018 E coverage from equity research analysts, we have considered a Generation - Transmission - Distribution unique average multiple for Generation, Transmission and Transener Argentina106 3.6x 2.5x 1.4x Distribution assets EDENOR Argentina391 3.0x 1.6x 1.0x Pampa Energia Argentina1,850 5.0x 3.8x 3.9x

Average 3.9x 2.6x 2.1x Median 3.6x 2.5x 1.4x

Min 3.0x 1.6x 1.0x Max 5.0x 3.8x 3.9x

41 |

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital – 22/07/2016


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Transaction Multiples

TARGET Country Industry Transaction Description Implicit Date Value % Acquired Buyer Seller EV/EBITDA

Pilmaiquén CH Gx mar-2015 $ 241 98% Statkraft Several investors 17.1x

(1)

Guacolda CH Gx mar-2014 $ 728 50% AES Gener Copec / Ultraterra 11.1x Isagen CO Gx jan-2016 $ 2,214 58% Brookflield Colombia Gov. 11.9x MILA Generandes Perú PE Gx apr-2014 $ 413 39% Enersis INKIA Holdings 8.4x

(2)

CGE CH Dx oct-2014 $ 2,825 97% Gas Natural Fenosa accionistas vía OPA 14.3x Chilquinta CH Dx jan-2011 $ 490 50% Sempra Energy Ashmore Energy International 9.0x Luz del Sur PE Dx jan-2011 $ 385 38% Sempra Energy AEI 6.6x

Pecem BR Gx dec-2014 $ 113 50% EDP Eneva S.A. 8.7x Brasil PCH BR Gx jun-2013 $ 650 49% CEMIG Petrobras 10.0x Brazil Terna BR Tx apr-2009 $ 1,050 66% Cemig Rete Elettrica Nazionale S.p.A. 7.9x TBE BR Tx sep-2008 $ 181 95% Cemig Brookfield 8.9x CTEEP BR Tx jun-2006 $ 535 50% Interconexión Eléctrica S.A. 9.4x AES Sul BR Dx jun-2016 $ 486 100% CPFL Energia AES Corp 7.2x

El Chocón AR Gx mar-2007 $ 50 25% Endesa S.A. CMS Energy 2.0x Piedra del Aguila AR Gx nov-2006 $ 145 59% Miguens/Bemberg/Merrill Lynch y otros Total 6.9x Argentina Transener AR Tx jul-2007 $ 54 53% Enarsa y Electroingeniería Petrobras 7.4x Aeseba AR Dx feb-2013 $ 80 100% Servicios Eléctricos Norte BA S.L Pampa Energía 3.9x Emdersa AR Dx jan-2011 $ 11 77% Pampa Energía AEI 4.2x

Average EV/EBITDA transactions Country Industry Average

MILA Gx(3) 10.5x MILA Dx y Tx 10.0x Summary BR Gx 9.4x BR Dx y Tx 8.3x AR Gx 4.5x AR Dx y Tx 5.2x

Notas: (1) Guacolda’s transaction multiple was calculated eliminating from the EV the financial debt (estimate) related to an expansion project not operative yet at the time of transaction execution. (2) The calculation of CGE’s transaction multiple considered the elimination of the financial debt related to the gas business, of the economic value (estimate) of CGE’s participation in Gasco and of the gas business EBITDA. (3) The average multiple of generation excludes Pilmaiquen.

Source: Thompson Reuters, Bloomberg, Morgan Markets, Providence Capital 42 |


Table of Contents

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STRICTLY PRIVATE & CONFIDENTIAL

1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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STRICTLY PRIVATE & CONFIDENTIAL

Exchange ratio calculation

Considering the projections of the operating business of the Companies, and performing moderate sensitivities to discount rates (WACCs) and growth rates used for terminal value calculations (g), the economic equity values of Enersis Américas, Endesa Américas and Chilectra Américas would fluctuate within an approximate minimum-maximum range of 14%-23%. However, the resulting exchange ratio presents little sensitivity to the amplitude of this range (less than 0.5% approx. for Enersis Américas and Endesa Américas; and 7.5% approx. for Enersis Américas and Chilectra Américas).

Although this “low sensitivity” could convey reliability to the exchange ratio calculation, the latter is sustained, among others, in the following assumptions: (i) the different countries’ economic and regulatory conditions remain constant overtime in relative terms; and, (ii) the distribution and generation assets proportional values remain constant, implying that the growth and risk perceptions for these industries vary in similar magnitudes.

Additionally, the exchange ratio calculation based on the sum-of-parts of the equity values arising from the DCFs of the operational companies and without including any holding discounts for any of the three Companies would not be reflecting the difference between the Companies in terms of the proximity to cash flow generation (in its respective operational companies), e.g. Enersis Américas has on the one hand direct participations on several operating companies, and on the other hand it has several indirect participations through its ownerships in the Holdings Endesa Américas and Chilectra Américas. Moreover, by not applying any holding discount, the exchange ratio would not be considering the relatively higher complexity in the valuation of Enersis Américas than in the valuation of Endesa Américas, derived from a higher dispersion of the equity value on an increased number of companies (e.g. Codensa, Edelnor, Dock Sud) that convey a significant value to Enersis Américas. In our base case scenario, we assumed a holding discount for Enersis Américas and Endesa Américas of 10% and 5%, respectively.

The range of the exchange ratio was estimated performing a sensitivity analysis on several critical variables that generate relative variations in the different industrial segments (Dx, Gx), countries and holding discounts. This range considers a holding discount for Enersis Américas of 0% to 15% and of 0% to 10% for Endesa Américas

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STRICTLY PRIVATE & CONFIDENTIAL

Exchange ratio calculation

Resulting ownership structure Exchange ratio Current Minority Minority Scenario description Shareholders shareholders Shareholders Enersis-Endesa Enersis-Enersis AM. Endesa AM. Chilectra AM. Am. Chilectra Am.

1 Holding discount: Enersis 15% and Endesa 5%. 84.0% 16.0% 0.1% 2.84 4.34

Scenarios for sensitivity analysis of Waccs of Argentina decline to 9%.

2 85.9% 14.0% 0.1% 2.44 4.52 Exchange Ratio No holding discount.

Wacc increase in Dx business in Colombia of

3 100 bps.85.1% 14.8% 0.1% 2.60 3.57 No holding discount.

Change in long term growth (g). Brazil 1%.

4 Argentina 2.2%. Colombia and Peru 3%. No 84.1% 15.8% 0.1% 2.81 3.83 holding discount.

Exchange Ratio - Enersis shares for shares of: Endesa Américas Chilectra Américas

(Estimated range from sensitized scenarios) 2.44 2.84 3.57 4.52 Low High Low High

45 |


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STRICTLY PRIVATE & CONFIDENTIAL

1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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STRICTLY PRIVATE & CONFIDENTIAL Assets Enersis Américas Consolidated (SVS) Merger Adjustments Enersis Américas Pro Forma Merged

M$

M$

M$ Current Assets Cash and cash equivalents 1,113,569,619 - 1,113,569,619 Other current financial assets 142,620,909 - 142,620,909 Other current non-financial assets 89,840,199 - 89,840,199 Trade and other current receivables 1,189,121,678 - 1,189,121,678 Current intercompany accounts receivables 144,502,911 - 144,502,911 Inventories 75,897,505 - 75,897,505 Current biologic assets - - - Current tax assets 87,722,866 - 87,722,866 Total current assets other than assets or group of assets for disposal classified as held for sale or held for distribution to owners 2,843,275,687 - 2,843,275,687 TOTAL CURRENT ASSETS 2,843,275,687 - 2,843,275,687 Non-Current Assets Other non-current financial assets 609,738,969 - 609,738,969 Other non-current non-financial assets 88,622,505 - 88,622,505 Trade and other non-current receivables 350,128,561 - 350,128,561 Non-current accounts receivables from related companies 270,698 - 270,698 Investments accounted for using the equity method 31,241,693 - 31,241,693 Intangible assets other than goodwill 1,153,454,168 - 1,153,454,168 Goodwill 479,483,670 - 479,483,670 Property, plant and equipment 5,024,807,458 - 5,024,807,458 Non-current biologic assets - - - Investment property - - - Deferred tax assets 137,434,192 - 137,434,192 TOTAL NON-CURRENT ASSETS 7,875,181,914 - 7,875,181,914 TOTAL ASSETS 10,718,457,601 - 10,718,457,601

Unaudited pro forma consolidated statement of financial position

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STRICTLY PRIVATE & CONFIDENTIAL

Unaudited pro forma consolidated statement of financial position Equity and Liabilities Enersis Américas Consolidated (SVS) Merger Adjustments Enersis Américas Pro Forma Merged

M$

M$

M$ Current Liabilities Other current financial liabilities 819,420,506 - 819,420,506 Trade and other current payables 1,396,855,255 18,499,833 1,415,355,088 Current accounts payable to related companies 40,131,196 - 40,131,196 Other current provisions 103,068,360 - 103,068,360 Current tax liabilities 68,867,984 - 68,867,984 Current provisions for employees benefits - - Other current non-financial liabilities 35,420,253 - 35,420,253 Total current liabilities other than those associated with groups of assets for disposal classified as held for sale 2,463,763,554 18,499,833 2,482,263,387 TOTAL CURRENT LIABILITIES 2,463,763,554 18,499,833 2,482,263,387 Non-Current Liabilities Other non-current financial liabilities 1,964,388,249 - 1,964,388,249 Trade and other non current payables 293,476,435 - 293,476,435 Non-current accounts payable to related companies - - - Other non-current provisions 237,782,799 - 237,782,799 Deferred tax liabilities 226,689,740 - 226,689,740 Non-current provisions for employees benefits 206,274,254 - 206,274,254 Other non-current non-financial liabilities 19,085,817 19,085,817 TOTAL NON-CURRENT LIABILITIES 2,947,697,294 - 2,947,697,294 TOTAL LIABILITIES 5,411,460,848 18,499,833 5,429,960,681 Issued capital 3,575,339,010 1,079,567,064 4,654,906,074 Retained earnings 2,148,192,728 - 2,148,192,728 Share premium - - Own shares hold - - - Other equity participations - - - Other reserves (1,976,890,178) (579,913,623) (2,556,803,801) Equity effect for equivalence setting - - - Equity attributable to owners of the controller 3,746,641,560 499,653,441 4,246,295,001 Non-controlling interest 1,560,355,193 (518,153,274) 1,042,201,919 TOTAL EQUITY 5,306,996,753 (18,499,833) 5,288,496,920 TOTAL EQUITY AND LIABILITIES 10,718,457,601 - 10,718,457,601

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STRICTLY PRIVATE & CONFIDENTIAL

Unaudited pro forma consolidated statement of financial position The merger adjustments consider the following effects:

1.Current Liabilities: Corresponds to taxes for M$18.499.833 that Chilectra Américas and Endesa Américas will have to pay in Peru and Argentina due to the transfer of investments that both companies hold in these countries. Its value corresponds to the Management’s best estimate. This tax is accrued in Endesa Américas and Chilectra Américas, but would be paid by Enersis Américas being the legal continuing entity.

2.Issued Capital: Corresponds to the capital increase in Enersis Américas, continuing entity, for the acquisition of the assets and liabilities of Chilectra Américas and Endesa Américas, resulting from the merger by incorporation of the latter into Enersis Américas. The capital increase amounts to $1.079.567.064.129 and is determined by the economic value of the assets contributed.

3.Other Reserves: Corresponds to the acknowledgment of the difference between the capital increase in Enersis Américas and the book value of the minority interests that become part of the social capital in the net equity attributable to the owners of Enersis Américas after the merger is finished. The difference between the market value of the consideration received or paid and the amount by which the non-controlling participation is acknowledged in the net equity attributable to the owners of Enersis Américas. It is detailed in: M$

Reserves for interests unification (561.413.790)

Tax to be paid for the investment transfer in (Perú) (1) (18.499.833)

Total (579.913.623) (1) Corresponds to taxes for M$18.499.833 that Chilectra Américas and Endesa Américas will have to pay in Peru and Argentina due to the transfer of investments that both companies hold in these countries. Its value corresponds to the Management’s best estimate. This tax is accrued in Endesa Américas and Chilectra Américas, but would be paid by Enersis Américas being the legal continuing entity.

4.Non Controlling Participations: Corresponds to the book value of the minority interests that will convert to direct shareholders in Enersis Américas social capital after the merger and exchange of Endesa Américas and Chilectra Américas shares for Enersis Américas’ ones. According to Enersis Américas Unaudited Financial Statements of June 30 2016, the book value of the non-controlling participations belonging to the minority shareholders that will incorporate in the merger is the following: Company % Ownership M$

Chilectra Américas 0,91% 4.915.104

Endesa Américas 40,02% 513.238.170

Total 518.153.274

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STRICTLY PRIVATE & CONFIDENTIAL

1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

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STRICTLY PRIVATE & CONFIDENTIAL

Enersis Américas Group – Equity participations per activity

ENERSIS ENDESA CHILECTRA TOTAL TOTAL THIRD

Indirect part icipat ion t hrough t he

COMPANY AMÉRICAS AMÉRICAS AMÉRICAS ENERSIS AM PARTIES f ollowing companies:

Chile CHILECTRA INVERSUD 100.0% 99.1% 0.9% EASA 0.0% 100.0% 60.0% 40.0% HIDROINVEST 96.1% 57.6% 38.5% Argentina SOUTHERN CONE 0.1% 99.9% 60.0% 40.0% INVERSORA DOCK SUD 57.1% 57.1% 0.0% INVESTMENT DISTRILEC 27.2% 0.9% 23.4% 50.9% 0.6%

Brazil ENEL BRASIL 50.9% 37.1% 11.3% 84.4% 15.0% Chilectra Inversud, Generandes and Edegel

COMPANY

Colombia INVERSORA CODENSA 39.1% 9.4% 48.4% 0.1% Codensa GENERANDES PERU 39.0% 61.0% 75.6% 24.4% INVERSIONES DISTRILIMA 69.9% 30.2% 99.7% 0.3% Peru GENERALIMA 100.0% 100.0% 0.0% CABOBLANCO 100.0% 100.0% 0.0% Generalima VERACRUZ 100.0% 100.0% 0.0% Generalima

ENDESA COSTANERA 75.7% 45.4% 30.3% Endesa Argentina and Southern Cone HIDROELECTRICA EL CHOCON 65.4% 39.2% 26.2% Endesa Argentina and Hidroinvest CENTRAL DOCK SUD 40.3% 40.3% 0.0% Inversora Dock Sud Argentina MANUEL BELGRANO 0.6% 10.4% 6.5%

TERM. 16.4% Endesa Costanera, El Chocón and Dock Sud

TERM. JOSE DE SAN MARTIN 0.6% 16.4% 10.4% 6.5% Endesa Costanera, El Chocón and Dock Sud

VUELTA DE OBLIGADO 2.6% 22.7% 16.2% 9.1% Endesa Costanera, El Chocón and Dock Sud

CACHOEIRA 50.8% 37.0% 11.2% 84.2% 14.9% Enel Brasil GENERATION CGT. FORTALEZA 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Brasil EOLICA FAZENDA NOVA 50.9% 37.1% 11.3% 84.3% 15.0% Enel Brasil EGP MODELO I 0.5% 0.4% 0.1% 0.8% 0.1% Enel Brasil EGP MODELO II 0.5% 0.4% 0.1% 0.8% 0.1% Enel Brasil Colombia EMGESA 21.6% 26.9% 37.7% 10.8% EDEGEL 21.1% 62.5% 58.6% 25.0% Generandes Perú Peru CHINANGO 16.9% 50.0% 46.9% 20.0% Edegel

EE PIURA 96.5% 96.5% 0.0% Generalima and Caboblanco

EDESUR 37.6% 0.5% 34.1% 71.6% 0.5% Distrilec Argentina SACME 0.3% 17.0% 18.8% 35.8% 0.3% Edesur

AMPLA 45.3% 17.4% 36.7% 92.0% 7.3% Chilectra Inversud and Enel Brasil

Brasil

DISTRIBUTION COELCE 45.2% 21.9% 6.6% 64.9% 8.8% Enel Brasil CODENSA 39.1% 9.4% 48.4% 0.1% Colombia DECA 19.2% 4.6% 23.7% 0.0% Codensa EEC 15.8% 3.8% 19.5% 0.0% Deca Peru EDELNOR 60.1% 15.6% 75.5% 0.1% Distrilima

CTM 50.9% 37.1% 11.3% 84.4% 15.0% Cien

TRANSMISSION Argentina TESA 50.9% 37.1% 11.3% 84.4% 15.0% Cien, Endesa Argentina YACILEC 22.2% 22.2% 0.0% Brasil CIEN 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil

Argentina CEMSA 55.0% 45.0% 82.0% 18.0% Endesa Argentina COM. AND SERVICES Brasil EN BRASIL 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Colombia EMGESA PANAMA 21.6% 26.9% 37.7% 10.8% Emgesa

INFRASTRUCTURE Colombia PORT. CENTRAL CARTAGENA 22.4% 25.5% 0.5% 38.2% 10.2% Emgesa and Inversora Codensa 51 |


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STRICTLY PRIVATE & CONFIDENTIAL

Enersis Américas Group – Equity participations per country

ENERSIS ENDESA CHILECTRA TOTAL TOTAL THIRD

Indirect part icipat ion t hrough t he

COMPANY AMÉRICAS AMÉRICAS AMÉRICAS ENERSIS AM PARTIES f ollowing companies:

EASA 0.0% 100.0% 60.0% 40.0% HIDROINVEST 96.1% 57.6% 38.5% Investment SOUTHERN CONE 0.1% 99.9% 60.0% 40.0% Company INVERSORA DOCK SUD 57.1% 57.1% 0.0% DISTRILEC 27.2% 0.9% 23.4% 50.9% 0.6%

ENDESA COSTANERA 75.7% 45.4% 30.3% Endesa Argentina and Southern Cone HIDROELECTRICA EL CHOCON 65.4% 39.2% 26.2% Endesa Argentina and Hidroinvest CENTRAL DOCK SUD 40.3% 40.3% 0.0% Inversora Dock Sud Generation TERM. MANUEL BELGRANO 0.6% 16.4% 10.4% 6.5%

ARGENTINA Endesa Costanera, El Chocón and Dock Sud

TERM. JOSE DE SAN MARTIN 0.6% 16.4% 10.4% 6.5% Endesa Costanera, El Chocón and Dock Sud

VUELTA DE OBLIGADO 2.6% 22.7% 16.2% 9.1% Endesa Costanera, El Chocón and Dock Sud

EDESUR 37.6% 0.5% 34.1% 71.6% 0.5% Distrilec Distribution 17.0% 35.8% 0.3% SACME 18.8% 0.3% Edesur CTM 50.9% 37.1% 11.3% 84.4% 15.0% Cien

Transmission TESA 50.9% 37.1% 11.3% 84.4% 15.0% Cien, Endesa Argentina YACILEC 22.2% 22.2% 0.0% Com. and services CEMSA 55.0% 45.0% 82.0% 18.0% Endesa Argentina

Investment

Company ENEL BRASIL 50.9% 37.1% 11.3% 84.4% 15.0% Chilectra Inversud, Generandes and Edegel

CACHOEIRA 50.8% 37.0% 11.2% 84.2% 14.9% Enel Brasil CGT. FORTALEZA 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Generation EOLICA FAZENDA NOVA 50.9% 37.1% 11.3% 84.3% 15.0% Enel Brasil BRAZIL EGP MODELO I 0.5% 0.4% 0.1% 0.8% 0.1% Enel Brasil EGP MODELO II 0.5% 0.4% 0.1% 0.8% 0.1% Enel Brasil

AMPLA 45.3% 17.4% 36.7% 92.0% 7.3% Chilectra Inversud and Enel Brasil

Distribution

COELCE 45.2% 21.9% 6.6% 64.9% 8.8% Enel Brasil Transmission CIEN 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil Com. and services EN BRASIL 50.9% 37.1% 11.3% 84.4% 15.0% Enel Brasil

Investment

Company INVERSORA CODENSA 39.1% 9.4% 48.4% 0.1% Codensa Generation EMGESA 21.6% 26.9% 37.7% 10.8% CODENSA 39.1% 9.4% 48.4% 0.1%

COLOMBIA

Distribution DECA 19.2% 4.6% 23.7% 0.0% Codensa EEC 15.8% 3.8% 19.5% 0.0% Deca Com. and services EMGESA PANAMA 21.6% 26.9% 37.7% 10.8% Emgesa

Infrastructure PORT. CENTRAL CARTAGENA 22.4% 25.5% 0.5% 38.2% 10.2% Emgesa amd Inversora Codensa

GENERANDES PERU 39.0% 61.0% 75.6% 24.4% Investment INVERSIONES DISTRILIMA 69.9% 30.2% 99.7% 0.3% GENERALIMA 100.0% 100.0% 0.0%

Company

CABOBLANCO 100.0% 100.0% 0.0% Generalima

PERU

VERACRUZ 100.0% 100.0% 0.0% Generalima EDEGEL 21.1% 62.5% 58.6% 25.0% Generandes Perú Generation CHINANGO 16.9% 50.0% 46.9% 20.0% Edegel

EE PIURA 96.5% 96.5% 0.0% Generalima and Caboblanco

Distribution EDELNOR 60.1% 15.6% 75.5% 0.1% Distrilima 52 |


Table of Contents

LOGO

 

STRICTLY PRIVATE & CONFIDENTIAL

1. Executive summary

Scope of work

General limitations

Background and procedures applied

2.Description of the transaction

3.Description of the companies

4.Methodology of work

5.Companies valuation

6.Exchange ratio of shares

7.Merger unaudited pro forma consolidated statement of financial position as of June 30, 2016 Appendix Appendix 1: Direct & indirect shareholdings of the companies Appendix 2: Proforma consolidation table

Table of contents

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STRICTLY PRIVATE & CONFIDENTIAL

Consolidation Sheet, 30 of June 2016

ENERSIS AMERICAS S.A. AND SUBSIDIARIES – Unaudited Pro Forma Consolidated Statement of Financial Position as of June 30, 2016

(In ths Chilean Pesos )

Enersis Américas

Consolidated

Historical

Less:

Deconsolidation of

Chilectra Américas,

Endesa Américas

and consolidation

adjustments

Enersis

Américas

Combined

Chilectra

Américas

Consolidated

Endesa

Américas

Consolidated

Consolidation

Adjustments

Note

Enersis

Américas

Consolidated

Historical

M$

M$

M$

M$

M$

M$

M$

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Current Assets

Cash and cash equivalents

1,113,569,619

(133,223,343)

980,346,276

19,585,660

113,637,683

-

1,113,569,619

Other current financial assets

142,620,909

(3,351,615)

139,269,294

20,656

3,330,959

-

142,620,909

Other current non-financial assets

89,840,199

(8,182,421)

81,657,778

-

8,182,421

-

89,840,199

Trade and other current receivables

1,189,121,678

(228,346,902)

960,774,776

25,417

228,027,444

294,041

(i)

1,189,121,678

Current intercompany accounts receivables

144,502,911

53,209,545

197,712,456

16,145,750

66,707,642

(136,062,937)

(i)

144,502,911

Inventories

75,897,505

(27,095,115)

48,802,390

-

27,095,115

-

75,897,505

Current biologic assets

-

-

-

-

-

-

-

Current tax assets

87,722,866

(3,044,045)

84,678,821

1,557,509

1,486,536

-

87,722,866

2,843,275,687

(350,033,896)

2,493,241,791

37,334,992

448,467,800

(135,768,896)

2,843,275,687

TOTAL CURRENT ASSETS

2,843,275,687

(350,033,896)

2,493,241,791

37,334,992

448,467,800

(135,768,896)

2,843,275,687

Non-Current Assets

Other non-current financial assets

609,738,969

(1,491,012)

608,247,957

-

1,491,012

-

609,738,969

Other non-current non-financial assets

88,622,505

(1,130,895)

87,491,610

-

1,130,895

-

88,622,505

Trade and other non-current receivables

350,128,561

(218,201,571)

131,926,990

-

218,201,571

-

350,128,561

Non-current accounts receivables from related companies

270,698

-

270,698

-

-

-

270,698

Investments accounted for using the equity method

31,241,693

1,587,466,011

1,618,707,704

504,243,419

534,850,522

(2,626,559,952)

(ii)

31,241,693

Intangible assets other than goodwill

1,153,454,168

(31,531,661)

1,121,922,507

-

31,531,661

-

1,153,454,168

Goodwill

479,483,670

(264,848,570)

214,635,100

-

96,566,275

168,282,295

(iii)

479,483,670

Property, plant and equipment

5,024,807,458

(2,632,392,915)

2,392,414,543

-

2,632,392,915

-

5,024,807,458

Non-current biologic assets

-

-

-

-

-

-

-

Investment property

-

-

-

-

-

-

-

Deferred tax assets

137,434,192

(15,792,255)

121,641,937

60,489

15,731,766

-

137,434,192

TOTAL NON-CURRENT ASSETS

7,875,181,914

(1,577,922,868)

6,297,259,046

504,303,908

3,531,896,617

(2,458,277,657)

7,875,181,914

TOTAL ASSETS

10,718,457,601

(1,927,956,764)

8,790,500,837

541,638,900

3,980,364,417

(2,594,046,553)

10,718,457,601

ASSETS

Total current assets other than assets or group of assets for disposal

classified as held for sale or held for distribution to owners

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STRICTLY PRIVATE & CONFIDENTIAL

Consolidation Sheet, 30 of June 2016

ENERSIS AMERICAS S.A. AND SUBSIDIARIES - Unaudited Pro Forma Consolidated Statement of Financial Position as of June 30, 2016

(In ths Chilean Pesos )

Enersis

Américas

Consolidated

Historical

Less:

Deconsolidation of

Chilectra Américas,

Endesa Américas

and consolidation

adjustments

Enersis

Américas

Combined

Chilectra

Américas

Consolidated

Endesa Américas

Consolidated

Consolidation

Adjustments

Note

Enersis

Américas

Consolidated

Historical

M$

M$

M$

M$

M$

M$

M$

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Current Liabilities

Other current financial liabilities

819,420,506

(250,675,372)

568,745,134

389,761

250,285,611

-

819,420,506

Trade and other current payables

1,396,855,255

(268,343,809)

1,128,511,446

205,621

268,138,188

-

1,396,855,255

Current accounts payable to related companies

40,131,196

70,221,572

110,352,768

549,710

59,695,554

(130,466,836)

(i)

40,131,196

Other current provisions

103,068,360

(41,732,172)

61,336,188

3,595

41,728,577

-

103,068,360

Current tax liabilities

68,867,984

(43,364,451)

25,503,533

-

43,364,451

-

68,867,984

Other current non-financial liabilities

35,420,253

(1,806,926)

33,613,327

-

1,806,926

-

35,420,253

2,463,763,554

(535,701,158)

1,928,062,396

1,148,687

665,019,307

(130,466,836)

2,463,763,554

TOTAL CURRENT LIABILITIES

2,463,763,554

(535,701,158)

1,928,062,396

1,148,687

665,019,307

(130,466,836)

2,463,763,554

Non-Current Liabilities

Other non-current financial liabilities

1,964,388,249

(925,445,179)

1,038,943,070

-

925,445,179

-

1,964,388,249

Trade and other non current payables

293,476,435

(35,396,432)

258,080,003

-

35,396,432

-

293,476,435

Non-current accounts payable to related companies

-

5,302,060

5,302,060

-

-

(5,302,060)

(i)

-

Other non-current provisions

237,782,799

(58,871,199)

178,911,600

-

58,871,199

-

237,782,799

Deferred tax liabilities

226,689,740

(150,982,120)

75,707,620

-

150,982,120

-

226,689,740

Non-current provisions for employees benefits

206,274,254

(22,515,863)

183,758,391

-

22,515,863

-

206,274,254

Other non-current non-financial liabilities

19,085,817

(17,730,977)

1,354,840

-

17,730,977

-

19,085,817

TOTAL NON-CURRENT LIABILITIES

2,947,697,294

(1,205,639,710)

1,742,057,584

-

1,210,941,770

(5,302,060)

2,947,697,294

TOTAL LIABILITIES

5,411,460,848

(1,741,340,868)

3,670,119,980

1,148,687

1,875,961,077

(135,768,896)

5,411,460,848

EQUITY

Issued capital

3,575,339,010

-

3,575,339,010

137,790,702

778,936,764

(916,727,466)

(iv)

3,575,339,010

Retained earnings

2,148,192,728

-

2,148,192,728

530,028,911

1,329,144,560

(1,859,173,471)

(iv)

2,148,192,728

Share premium

-

-

-

212,082

120,497,065

(120,709,147)

(iv)

-

Other reserves

(1,976,890,178)

-

(1,976,890,178)

(127,541,482)

(946,124,191)

1,073,665,673

(iv)

(1,976,890,178)

3,746,641,560

-

3,746,641,560

540,490,213

1,282,454,198

(1,822,944,411)

3,746,641,560

Non-controlling interest

1,560,355,193

(186,615,896)

1,373,739,297

-

821,949,142

(635,333,246)

(v)

1,560,355,193

TOTAL EQUITY

5,306,996,753

(186,615,896)

5,120,380,857

540,490,213

2,104,403,340

(2,458,277,657)

5,306,996,753

10,718,457,601

(1,927,956,764)

8,790,500,837

541,638,900

3,980,364,417

(2,594,046,553)

10,718,457,601

EQUITY AND LIABILITIES

Total current liabilities other than those associated with groups of assets

for disposal classified as held for sale

Equity attributable to owners of the controller

TOTAL EQUITY AND LIABILITIES

H-64


Table of Contents

LOGO

 

STRICTLY PRIVATE & CONFIDENTIAL

Consolidation Sheet, 30 of June 2016

The consolidation sheet considers:

(1) Enersis Américas Historical (SVS): Corresponds to the historical consolidated financial information of Enersis Américas S.A. and subsidiaries that has been presented to the Superintendencia de Valores y Seguros (SVS) as of June 30, 2016.

(2) Less: Deconsolidation of Chilectra Américas, Endesa Américas and consolidation adjustments. Corresponds to the deconsolidation of the groups Chilectra Américas S.A. and Endesa Américas S.A. as of June 30 2016, including the consolidation adjustments associated to the referred groups.

(3) Enersis Américas “combined“: Represents the consolidation of Enersis Américas unconsolidated financial statements with its subsidiaries Distrilima Group, Enel Brasil Group, Codensa Group, Dock Sud Group, Caboblanco Group, Edesur, Generalima, Cemsa and Compañĺa Eléctrica Veracruz S.A. plus the equity participation in Chilectra Américas Group, Endesa Américas Group, Generandes Perú Group and Emgesa Group.

(4) Chilectra Américas Consolidated: Corresponds to the consolidated financial information of Chilectra Américas S.A. and subsidiaries that has been presented to the Superintendencia de Valores y Seguros (SVS) as of June 30 of 2016.

(5) Endesa Américas Consolidated: Corresponds to the consolidated financial information of Endesa Américas S.A. and subsidiaries that has been presented to the Superintendencia de Valores y Seguros (SVS) as of June 30 of 2016.

(6) Consolidation Adjustments

(i) Reflects the elimination of intercompany balances of Enersis Américas Combined with Chilectra Américas S.A. y Endesa Américas S.A. groups

(ii) Reflects the elimination of investments balances over companies consolidated in Enersis Américas, reported by Chilectra Américas and Endesa Américas as of June 30 of 2016 plus the elimination of Enersis Américas participations over Chilectra Américas, Endesa Américas, Generandes Perú and Emgesa groups.

(iii) Reflects the re-classification of Goodwill over companies consolidated in Enersis Américas group, that was acknowledged as higher value of investments in Chilectra Américas and Endesa Américas.

(iv) Reflects the elimination of consolidated equities of Chilectra Américas and Endesa Américas groups.

(v) Reflects the acknowledgement of Enersis Américas group minority participations over the consolidated equity of Chilectra Américas and Endesa Américas net of direct minority participations of Enersis Américas .

(7) Enersis Américas Consolidated (SVS): Corresponds to the historical consolidated financial information of Enersis Américas S.A. and subsidiaries that has been presented to the Superintendencia de Valores y Seguros (SVS) as of June 30, 2016. (Same as in point 1)

H-65


Table of Contents

ANNEX I

OPINION OF BANCO ITAÚ ARGENTINA, INDEPENDENT VALUATOR OF

ENERSIS AMÉRICAS


Table of Contents

Slide 1

Presentation to the Board of Directors August 2016 I -


Table of Contents

Slide 2

Disclaimer BY ACCESSING THIS REPORT (THE “REPORT”) YOU CONFIRM THAT YOU HAVE READ THIS INFORMATION AND AGREE TO COMPLY WITH ALL THE PROVISIONS BELOW:   BANCO ITAÚ ARGENTINA ("Itaú Argentina” or “Itaú BBA") was hired by ENERSIS AMÉRICAS S.A. ("Enersis Américas”) to act as independent valuator under the terms of article 147 of Law No. 18,046, in connection with the proposed merger of Enersis Américas, Endesa Américas S.A. and Chilectra Américas S.A. (the “Proposed Transaction”) as defined in the engagement letter entered into between Enersis Américas and Itaú Argentina pursuant to Offer Letter No. 01/2016 dated as of May 26, 2016 sent by Enersis Américas to Itaú Argentina and accepted by the latter on May 27, 2016 (the “Engagement Letter”). Enersis Américas, Endesa Américas S.A. and Chilectra Américas S.A. shall collectively be referred to as the “Companies”.   This Report is restricted to the issues covered by the Engagement Letter related to the Proposed Transaction, in accordance to the methodologies described herein, in accordance with article 147 of Law No. 18,046. The work executed in connection with this Report does not have the scope of an auditing process and has assumed as correct, true, complete and sufficient all the information provided by the Companies and their respective subsidiaries and related companies, as well as other publicly available information. Additionally, we note that the above description of the Proposed Transaction, as well as any other descriptions contained in this Report, do not seek to reproduce all the details as described in documents pertaining to the Proposed Transaction, since we have not had complete access to all of them. In case of doubts or questions in relation to the Proposed Transaction, interested parties shall seek to obtain such documents or raise such questions to the Board of Directors of Enersis Américas.   1. This Report has been prepared solely for the use and benefit of Enersis Américas and the members of its Board of Directors and shareholders within the context of the Proposed Transaction as set forth in the Engagement Letter, and should not be used in any other context or for other purposes not described herein, or relied upon by any person to whom this Report is not expressly addressed. In this sense, this Report and the information herein contained may only be disclosed to third parties in accordance with the terms and conditions set forth in the Engagement Letter and with Section 147 of Law N° 18,046.   This Report, including its analysis and conclusions, do not constitute, and shall not be construed as constituting, a recommendation or indication as to how to proceed in relation to any decision to be adopted. Any decisions that may be taken by Enersis Américas, its shareholders or Board of Directors are of their exclusive responsibility, based on their own analysis of the risks and benefits involved in the Proposed Transaction, whereupon Itaú BBA shall be held harmless, irrevocably and irreversibly, from any liability in connection with the decisions adopted based on this material.   The record date for this Report is June 30, 2016 ("Reference Date") and this Report was completed and delivered on August 5, 2016.   2. In preparing this Report we have: (i) used, as authorized by the management of Enersis Américas, the consolidated and individual financial statements of each of the Companies and their respective subsidiaries and related companies, as necessary in order to prepare this Report; (ii) used other information related to the Companies and their respective subsidiaries and related companies, including financial projections, delivered and prepared by the Companies and their respective subsidiaries and related companies; (iii) conducted discussions with members of the Board of Directors and management of the Companies regarding the business and prospects of the Companies and their respective subsidiaries and related companies; (iv) requested information about business plans of the Companies and their respective subsidiaries and related companies, duly provided by their respective Boards of Directors, including available capacities, revenue growth, costs, general and administrative expenses and investment plans and expansion or maintenance; and (v) taken into account other public information, financial studies, analysis, surveys, economic and market reports that we consider relevant, in order to, to the extent applicable, analyze the consistency of the information received from the Companies and their respective subsidiaries and related companies ((i) through (v), collectively, the "Information"). The Information was obtained from sources we believe to be reliable; however, we have not independently verified the Information and are not responsible for its accuracy, correctness or sufficiency. Any estimates or projections herein presented were obtained from public sources and from the management of the Companies, and there is no guarantee as to whether these estimates and projections will materialize. We do not assume any responsibility for these estimates and projections, or the way in which they were obtained. We are not responsible for conducting and have not conducted an independent verification of the Information. 3. As part of our work, we have assumed that the Information is true, accurate, sufficient and complete and that all information that might be relevant in the context of our work has been made available to us. We do not make any representation or warranty, expressly or implicitly, as to any information used to prepare this Report. Itaú BBA did not undertake any independent verification with respect to the Information and is not able to certify its accuracy, correctness, completeness and sufficiency. Enersis Américas takes full and exclusive responsibility for the Information provided by the Companies. If any of the related assumptions does not occur or if the Information proves to be incorrect, incomplete, inaccurate or insufficient, the conclusions of this Report may change substantially. With respect to the portion of the Information related to future events, we have assumed as recommended by Enersis Américas and its subsidiaries and related companies, that such Information reflects the best estimates of the management of the Companies and their respective subsidiaries and related companies as currently available regarding the Companies’ future performance.   4. We undertake no responsibility for conducting independent investigations as to any Information or to independently verify any assets or liabilities (contingent or otherwise) related to the Proposed Transaction. Accordingly, in respect of liabilities and contingencies of the Companies or their respective subsidiaries and related companies, we have considered only figures properly accrued in the financial statements of the Companies and their respective subsidiaries and related companies, given the fact that we do not consider the possibility of eventual inaccuracies, or the potential effects of any judicial or administrative proceedings (civil, environmental, criminal, tax, labor, social security etc.), even if unknown or undeclared, pending or threatened, in the value of the assets and shares issued by the Companies or their respective subsidiaries or related companies. We have not been asked to conduct (and have not conducted) any kind of due diligence or physical inspection of the properties or facilities of the Companies or their respective subsidiaries or related companies. Also, we did not evaluate the solvency or fair value of the Companies or their respective subsidiaries or related companies, considering the laws relating to bankruptcy, insolvency or similar matters.   5. We do not undertake any responsibility related to (i) verification of the regularity of the business carried out, or contracts entered into, by the Companies or their respective subsidiaries or related companies; (ii) issues resulting from the relationship of the Companies or their respective subsidiaries or related companies, with any third parties, including the economic and financial conditions of any contract, business or any other form of economic or commercial relationship between the Companies or their respective subsidiaries or related companies, and any third parties, whether in the past or future; and (iii) the maintenance of current business conditions and existing contracts of the Companies or their respective subsidiaries or related companies, with any third parties. We emphasize that the conclusions of this Report assume the full regularity, validity and perpetuity of all contracts entered into by the Companies and their respective subsidiaries and related companies, with third parties, and their respective financial flows, given that these agreements are material to the Companies or their respective subsidiaries or related companies. If such contracts or businesses are re-negotiated, discontinued, terminated or in any way fail to generate results for the Companies or their respective subsidiaries or related companies, all or part of the conclusions described herein may, and probably will, differ materially from the actual results achieved by the Companies and their respective subsidiaries and related companies. We understand that the Companies and their respective subsidiaries and related companies, obtained legal assistance in order to confirm the validity, effectiveness and legality of such contracts and audit process, including due diligence, as to which we are not liable. I - 2


Table of Contents

Slide 3

Disclaimer (Cont’d)   6. Part of our analysis was prepared based on commonly used valuation methodologies as described in item 8, and assumed a macroeconomic scenario of market consensus, which may change substantially in the future. Since the analysis and figures herein contained or that served as a basis for this Report are based on forecasts of future results, they are not necessarily indicative of the real and future financial results of the Companies or their respective subsidiaries or related companies, which may be significantly more or less favorable than those suggested in the Report. Moreover, considering that these analyses are intrinsically subject to uncertainties, based on various events and factors beyond our control and the control of the Companies and their respective subsidiaries and related companies, we shall not be liable in any way if the future results of the Companies or their respective subsidiaries or related companies, differ substantially from the results presented in this Report. There is no guarantee that the future results of the Companies or their respective subsidiaries or related companies, will correspond to the financial projections used as a basis for our analysis (which were provided to us by the management of Enersis Américas), and that the differences between the projections used for purposes of this Report and the financial results of the Companies or their respective subsidiaries or related companies, may not be relevant. The future results of the Companies or their respective subsidiaries or related companies, can also be affected by economic and market conditions.   7. The preparation of a financial analysis is a complex process involving several decisions as to the most appropriate and relevant methods of financial analysis and the application of such methods to the particular circumstances, and therefore the analysis described in this Report is not subject to partial analysis. To reach the conclusions presented in this Report, we conducted a quantitative and qualitative approach to the analysis and factors considered by us. We reached a final conclusion based on the results of the analysis, considered as a whole, and have not reached any conclusion based on or related to any of the factors or methods of our analysis considered in isolation. Thus, we believe that our analysis should be considered as a whole and that the selection of parts of our analysis and specific factors without considering the entire analysis and conclusions may lead to an incomplete and incorrect understanding of the processes used in our analysis and conclusions.   8. This Report indicates estimates, at our discretion, of the resulting value derived from the application of the methodologies called discounted cash flows, trading multiples of comparable companies, and comparable transaction multiples, as appropriate, all of which are widely used in financial valuations, and do not evaluate any other aspect or implication of the Proposed Transaction or any contract, arrangement or understanding entered into in relation to the Proposed Transaction. Additionally, this Report is not and should not be used as (i) an opinion on the fairness of the Proposed Transaction (fairness opinion); or (ii) an investment recommendation or financial advice on any aspect of the Proposed Transaction. The results presented in this Report refer exclusively to the Proposed Transaction and do not apply to any other decision or transaction, present or future, relating to any of the Companies, their respective subsidiaries or related companies, the economic group to which they belong or the sector in which they operate. The Report does not constitute a judgment, opinion or recommendation to Enersis Américas, its officers, shareholders or any third party in relation to the convenience and opportunity of the Proposed Transaction as it is not intended to support any investment decision but rather only provided for informational purposes.   9. We are acting as independent valuators for the Proposed Transaction, as appointed by the Board of Directors of Enersis Américas, and will receive certain fees to be paid by Enersis Américas. We gave Enersis Américas and its directors and management the possibility of supervising and participating in all stages of the preparation of this Report. Enersis Américas has agreed to indemnify us as well as certain persons for certain losses arising out of or in connection with this Report.   10. Our Report is based on information made available to us up to and until the Reference Date, taking into account market, economic and other conditions as presented and assessed on the Reference Date. Although future events and other developments may affect the conclusions presented in this Report, we have no obligation to update, revise, rectify or revoke this Report, in whole or in part, as a result of any subsequent developments or for any other reason.   11. We have in the past, from time to time, rendered investment banking services, banking and financial services in general and other financial services to the Companies and their respective subsidiaries and related companies, for which we were paid, and may in the future provide such services to the Companies and their respective subsidiaries and related companies, for which we expect to be compensated. We and other members of our economic group provide a variety of financial and other services related to securities, brokerage and investment banking. In the normal course of our business we may acquire, hold or sell, on our behalf or on behalf of our clients, shares, debt instruments and other securities and financial instruments (including loans and other obligations) of the Companies, their respective affiliates and other companies involved in the Proposed Transaction, as well as provide investment banking and other financial services to such companies or their majority or minority stockholders. The professionals of the securities analysis department (research) and other divisions of the Itaú Group, including Itaú BBA may base their analyses and publications on different operating and market assumptions and on different methodologies, so that research reports and other publications prepared by them may contain results and conclusions different from those presented in this Report, considering that such analyses and reports are performed by independent analysts with no connection or communication with the professionals who acted in the preparation of this Report. We adopt policies and procedures to preserve the independence of our securities analysts, whose views may differ from those of our investment banking department. We also adopt policies and procedures to preserve the independence between investment banking and other areas of Itaú BBA and other companies of the Itaú Group, including, but not limited to, asset management, proprietary trading desk, debt instruments, securities and other financial instruments.   12. This Report is not a valuation report or appraisal in any legal sense and should not be used to justify any issuance price or to fulfill or comply with any legal or regulatory requirements applicable to the Companies, their respective subsidiaries and related companies or to the Proposed Transaction except as set forth under article 147 of Law No. 18,046. Additionally, this Report may not be used for any purpose other than the Proposed Transaction and should not be used by the Companies or their respective shareholders, directors and officers in any other context except as expressly provided for in the Engagement Letter.   13. We note also that we are not an accounting firm and did not provide accounting or auditing services in relation to the Proposed Transaction. Additionally, we do not provide, and have not provided, legal, tax or regulatory services regarding this Report or the Proposed Transaction.   14. The financial calculations contained in this Report may not always result in accurate sum totals due to rounding.   15. This Report is presented in both English and Spanish language, both of which shall constitute the same presentation; provided however, that in case of doubt as to the proper interpretation or construction of the Report, the Spanish text shall prevail.   16. This Report is subject to Chilean law. All disputes, controversies or differences arising out of this Report shall be finally settled in arbitration before the Cámara de Comercio de Santiago. I - 3


Table of Contents

Slide 4

Agenda SECTION 1Executive Summary SECTION 2Transaction Description SECTION 3 Analysis Performed SECTION 3A Strategic Considerations SECTION 3B Valuation Considerations APPENDIX APPENDIX A Summary of Information Provided I - 4


Table of Contents

Slide 5

SECTION 1 Executive Summary I - 5


Table of Contents

Slide 6

Situation Understanding & Itaú BBA’s Role Prior to the reorganization process, Enersis presented a corporate structure with generation and distribution businesses in different countries, belonging to Enersis (directly), Endesa Chile (59.98% owned by Enersis) and Chilectra (99.09% owned by Enersis) Each of these three entities (Enersis, Endesa Chile and Chilectra) had cross ownerships in the different operating subsidiaries On April 2015, the Board of Directors of Enersis announced that it would analyze a potential reorganization of its Latin American operations (the “Reorganization” or “Proposed Transaction”) The main objective of the Reorganization are to eliminate duplications and overlaps of the corporate structure, improve visibility and the decision-making process The Reorganization was expected to follow two main steps: First Step (the “Spin Offs”). Step involves (i) Dividing the Chilean and international perimeter into four Chilean companies (Chilectra Américas, Endesa Américas, Chilectra Chile and Endesa Chile) (ii) Dividing the assets of Enersis into Enersis Chile (which would control Chilectra Chile and Endesa Chile) and Enersis Américas (which would control Chilectra Américas and Endesa Américas) On December 18th, 2015, through the Shareholders Meetings of Enersis, Endesa Chile and Chilectra, the spin offs were approved, with the new entities commencing to exist on March, 1st 2016 As a consequence, the current structure consists of 6 entities: Enersis Chile, Endesa Chile and Chilectra Chile Enersis Américas, Endesa Américas and Chilectra Américas Second Step (the “Merger”). Step involves the merger of Enersis Américas, Endesa Américas and Chilectra Américas This step requires the approval of two thirds of the shareholders of Enersis Américas, Endesa Américas and Chilectra Américas to be completed On March, 22nd 2015, the Court of Appeals stated that it considers the Merger to be a related-party transaction This implies that each of the entities involved in the Merger has to select an independent evaluator Situation Understanding Itaú BBA has been appointed by the Board of Directors of Enersis Américas as an Independent Evaluator, in accordance with Law N° 18.046, to prepare a report (the “Report”) analyzing the potential impact of the Merger, including if the Merger is beneficial to the corporate interest of Enersis Américas Itaú BBA has entered into a confidentiality agreement, has signed an engagement letter, has had access to Enersis Américas’ financial information and has held several meetings with Enersis Américas’ management team and its Board of Directors Enersis Américas recognizes that Itaú BBA, in its role as Independent Evaluator, has acted autonomously and independently from Enersis Américas as well as third parties Itaú BBA was chosen by the Board as the Independent Evaluator based on the fact that Itaú BBA is a global investment bank with a strong track record of valuations and energy transactions throughout the world and knowledge of the energy industry Itaú BBA’s Role I - 6


Table of Contents

Slide 7

The herein contained analysis is focused on the strategic rationale of the Merger and the relative valuation of Enersis Américas versus Endesa Américas and Chilectra Américas The strategic considerations include the analysis of the impact of a simplified corporate structure, impact on the potential public valuation, impact on stock liquidity and impact on Enersis Américas’ credit rating The valuation analysis includes a valuation for each of the assets under Enersis Américas, Endesa Américas and Chilectra Américas and the implied exchange ratios resulting from such valuation The Proposed Transaction is beneficial to the corporate interest of Enersis Américas from a strategic perspective, and will have positive effects for the Company Eliminates one corporate layer, likely streamlining management’s decision making process and eliminating potential conflicts of interest with respect to investment, growth and financing decisions Pro-forma equity story avoids current overlap and provides full visibility on mostly majority-owned assets; with potential reduction of “holding company” discount Company liquidity and research coverage already relevant, though likely to be further increased given pro-forma equity story and company size Pro-forma credit profile unlikely to be altered Given our relative valuation analysis for Enersis Américas, Endesa Américas and Chilectra Américas performed under different methodologies, the strategic benefits and other implications of the Merger to Enersis Américas, the current terms and conditions for the Merger, and considering the currently proposed exchange ratios (2.8x Endesa Américas / Enersis Américas and 4.0x Chilectra Américas / Enersis Américas), we estimate that the Merger is beneficial to the corporate interest of Enersis Américas The table below portrays the results for the exchange ratios defined as Value per Endesa Américas share/Value per Enersis Américas share, and Chilectra Américas share/Value per Enersis Américas share, based on our equity valuation for Enersis Américas, Endesa Américas and Chilectra Américas, using alternative valuation methodologies In the third quarter of 2016, Chilectra Américas plans to distribute a dividend of ca.US$184 mm1. Given the current ownership structure, the planned dividend distribution should not have a significant impact to Enersis Américas’ shareholders In accordance with its role as Independent Evaluator, Itaú BBA has developed the Report to asses whether the Merger is beneficial to the corporate interest of Enersis Américas Exchange Ratio Range Summary Source: Enersis Américas, EOC Américas and Chilectra Américas information and Itaú BBA Note: Amount of the planned dividend is CLP120,000 mm (US$184 mm at a 650.84 CLP/USD exchange ratio, based on the closing price of July 21st, 2016) Conclusions of the Report Exchange Ratio   Trading Multiples 16E   Trading Multiples 17E   Transaction Multiples LTM   DCF   All Methodologies     Min Max   Min Max   Min Max   Min Max   Min Max Chilectra Américas / Enersis Américas 3.44 4.20 3.52 4.31 2.98 3.64 3.06 3.74 2.98 4.31 Endesa Américas / Enersis Américas   2.12 2.59   2.04 2.50   2.20 2.68   2.31 2.82   2.04 2.82 I - 7


Table of Contents

Slide 8

SECTION 2 Transaction Description I -


Table of Contents

Slide 9

After having successfully executed the first step of the transaction, the Enel group intends to finalize the Reorganization Shareholding Structure Enel SpA Enersis Chilectra Endesa Chile 60.6% 99.1% 60.0% Enel SpA Enersis Chile Chilectra Chile Endesa Chile Chilectra Américas Endesa Américas 60.6% 99.1% 60.0% 60.0% Enersis Américas 60.6% Dx and Gx International 99.1% Enel SpA Enersis Chile Chilectra Chile Endesa Chile 60.6% 99.1% 60.0% Chilectra Américas Endesa Américas Enersis Américas >50.0%1 Source: Enersis, EOC and Chilectra information Note: Refers to total Enel economic ownership considering that EOC is 59.98% owned by Enersis and Chilectra is 99.09% owned by Enersis. Pro-rated for Enel stake in Enersis of 60.62% Step involved dividing the Chilean and international perimeter into four Chilean companies (Chilectra Américas, Endesa Américas, Chilectra Chile and Endesa Chile) Dividing the assets of Enersis into Enersis Chile (which would control Chilectra Chile and Endesa Chile) and Enersis Américas (which would control Chilectra Américas and Endesa Américas) On December 18th, 2015, through the Shareholders Meetings of Enersis, Endesa Chile and Chilectra, the spin offs were approved, with the new entities existing from March, 1st 2016 Merger of Enersis Américas, Endesa Américas and Chilectra Américas The court of Appeals stated that it considers the Merger to be a related-party transaction First Step Second Step Pre Reorganization Prior to the reorganization process, Enersis presented a corporate structure with generation and distribution businesses across five countries in Latin America, belonging to Enersis (directly), Endesa Chile and Chilectra Each of these three entities had cross ownerships in the different subsidiaries Gx Chile Dx Chile Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Transaction Description: Overview of the Reorganization Process I - 9


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Slide 10

Source: Bloomberg, Enersis Américas, EOC Américas and Chilectra Américas information Note: The withdrawal right from Enersis Américas is limited to any shareholder not surpassing the 65% shareholding limit Transaction Description: Understanding of the Second Step of the Transaction General Considerations On November 5th, 2015, the Board of Directors of Enersis stated that the proposed corporate reorganization of Enersis contributed to its corporate interest. Additionally, an estimated exchange ratio range for the Merger was informed On November 24th, 2015, the proposed exchange ratio was determined at 2.8x for Endesa Américas/Enersis Américas and at 4.0x for Chilectra Américas/Enersis Américas This step requires the approval of two thirds of the shareholders of Enersis Américas, Endesa Américas and Chilectra Américas to be completed On March 22nd, 2015, the Court of Appeals stated that it considers the Merger to be a related-party transaction This implied that each of the entities involved in the Merger has to select an independent evaluator The Merger is also subject to certain terms and conditions among which are: If the Merger is not agreed upon before December 31st, 2017, Enersis Américas commits to negotiate a compensation agreement with Endesa Américas for the net tax costs incurred as consequence of the reorganization If the Merger is completed, Enel commits not to propose other corporate reorganization processes that will affect Enersis Américas for at least 5 years as of the shareholders’ meeting that approves the Merger What Alternatives will a Shareholder of Enersis Américas have? Accept the Merger at an Exchange Ratio of 2.8x Endesa Américas / Enersis Américas and 4.0x Chilectra Américas / Enersis Américas Alternative Exercise Their Withdrawal Rights The Merger will be consummated if the following conditions are met: i. <10.0% of Enersis Américas’ shareholders exercise their withdrawal rights1 ii. <10.0% of Endesa Américas’ shareholders exercise their withdrawal rights iii. <0.91% of Chilectra Américas’ shareholders exercise their withdrawal rights Considerations 1 2 Current shareholders of Enersis Américas would receive the average trading price of the last 60 trading days as of 30 days prior to the shareholders meeting This alternative would only be applicable to those investors that have voted against the Merger or that did not attend the shareholders meeting I - 10


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Enel announces initial plan to reorganize its Latin American corporate structure Apr 22nd Enersis BoD decides to analyze reorganization in LatAm SVS states that reorganization is not a related-party transaction The Board of Directors of Enersis states that the proposed corporate reorganization of Enersis contributed to its corporate interest. Also, an estimated exchange ratio range for the Merger was informed: i. Each shareholder of Endesa Américas would receive 2.3 (min) to 2.8 (max) shares of Enersis Américas ii. Each shareholder of Chilectra Américas would receive 4.1 (min) to 5.4 (max) shares of Enersis Américas Enersis Chile and Enersis Américas publish mid-term financial targets for the 2016-2019 period Publication of 6K form detailing the transaction and material event proposing to vote on December 18th shareholder’s meeting the following proposed exchange ratios for the transactions: i. Each shareholder of Endesa Américas would receive 2.8 shares of Enersis Américas ii. Each shareholder of Chilectra Américas would receive 5.0 shares of Enersis Américas Additionally, the intention of launching a tender offer for Endesa Américas is proposed as an alternative mechanism for its shareholders, at 236 CLP/share Enersis announces that it had received the approval from AFP Provida, AFP Cuprum and AFP Capital. The company also agreed to the following: i. Enersis S.A. would compensate the net fiscal impact of the reorganization to Endesa Chile S.A. and Endesa Américas S.A. if the Merger is not completed ii. Enersis Américas would increase its tender offer price for Endesa Américas S.A. from 236 CLP/share to 285 CLP/share iii. Enersis Américas would increase the limit for the withdrawal rights from 6.73% to 10.0% Enersis Chile was created and Enersis S.A. changed its name to Enersis Américas S.A. Court of Appeals ruling agreed that the assets split was not a related-party transaction, but stated that the Merger of LatAm assets should be considered a related-party transaction Share Price Performance (Since March 2015) Recent Developments Apr 28th Jul 20th Nov 5th Nov 6th Nov 24th Dec 18th Mar 1st Mar 22nd 2015 2016 Source: Enersis Américas, EOC Américas and Chilectra Américas information, and Bloomberg, as of July 21st, 2016 Note: The withdrawal right from Enersis Américas is limited to any shareholder not surpassing the 65% limit Base 100 (since March 1st, 2015) Apr 22nd Nov 5th Nov 6th Nov 24th Dec 18th Mar 1st Mar 22nd Apr 28th Jul 20th Apr-16 83 100 Enersis Reorganization: Overview of Recent Events Enersis Américas Enersis Chile Enersis (old) IPSA Index Base 100 (since April 21st, 2016) Jul-16 Apr 21st Enersis Américas and Enersis Chile start trading on the IPSA index Apr 21st 103 119 88 I - 11


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Enersis Reorganization: Understanding the Proposed Exchange Ratios Endesa Américas / ENI Américas Indicative Exchange Ratio Chilectra Américas / ENI Américas Indicative Exchange Ratio Source: Enersis Américas and Bloomberg, as of July 21st, 2016 Notes: Exchange ratio calculated based on Endesa Américas’ price per share as per the tender offer (285 CLP per share) and divided by Enersis Américas’ price per share at each day Share price of Enersis Américas started at 707.06 CLP per share but no trading took place on the stock 21-Jul 1 Chilectra Américas limited liquidity makes this exchange ratio unreliable Exchange ratio calculated based on stable 707 CLP/share of Chilectra Américas2 First time stock trades in the Santiago Stock Exchange Current exchange ratio of Endesa Américas / Enersis Américas suggests that the market is supportive of the transaction 21-Jul I - 12


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SECTION 3 Analysis Performed I -


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Framework of the Analysis Performed Strategic Rationale for the Merger Is the Merger beneficial to the corporate interest of Enersis Américas from a strategic perspective? Impact of simplified corporate structure Analysis of potential public valuation impact Impact on stock liquidity Impact of Enersis Américas’ credit rating Approach Analysis to be Performed Relative Valuation of Enersis Américas Shareholders' Holdings Pre and Post Transaction Is the proposed exchange ratio and the proposed pro-forma ownership beneficial to the corporate interest of Enersis Américas? General Framework Itaú BBA will perform a valuation for each of the assets under Enersis Américas, Endesa Américas and Chilectra Américas Once the individual valuations are performed, we would estimate the implied exchange ratios for the Merger Valuation Methodology to be Followed Valuation of individual assets under consideration, using Discounted Cash Flow analysis (DCF) Individual asset level equity valuation adjusted by applicable ownership to determine sum-of-the-parts (SOTP) valuation Alternative valuation methodologies applied for comparison and consistency purposes Valuation of individual assets using trading multiples for comparable companies Valuation of individual assets using transaction multiples for comparable companies Is the Merger beneficial to the corporate interest of Enersis Américas? Objective Strategic Considerations Valuation Considerations Source: Itaú BBA I - 14


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SECTION 3A Strategic Considerations I -


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Eliminating one corporate layer likely to streamline management’s decision making process. Eliminates potential conflicts of interest with respect to investments, growth and financing decisions Several opex cost-saving initiatives have already been identified, which rely on the implementation of the Merger. Up to US$220 mm of opex savings have been estimated for the 2016-20 period1 Proforma equity story avoids current overlap and provides full visibility on mostly majority-owned assets. Potential reduction of “holding company” discount Reduction of Minority Interests line provides for a “cleaner” bottom line visibility Increased size likely to be accompanied by increased liquidity Research coverage is already relevant, but transaction could help increasing it further Unlikely to experience any flowback Limited impact on investor base as current shareholder base of Endesa Américas also holds a position in Enersis Américas Likely no impact on credit ratings even if exercise of withdrawal rights and tender offer option Impact of simplified corporate structure Centralization of corporate functions (i.e. financing, relationship with regulators, etc.) Implementation of already announced efficiency plan Decision making processes Analysis of potential public valuation impact Equity story for research analysts and investors Transparency/visibility for research analysts and investors Holding discount at Enersis Américas level Synergies and other sources of value creation (dilution) Impact on stock liquidity Possibility to increase stock liquidity Impact on research coverage / capital markets visibility Impact of potential changes in the investor base Impact of Enersis Américas’ credit rating Analysis of potential credit rating impact Strategic Considerations 1 2 3 4 Strategic Considerations: Framework Followed Observations Source: Public information Note: Information from Enersis’ Corporate Reorganization Presentation published on November 6th, 2015 I - 16


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Impact on Decision Making Process Prior to the Transaction Post Transaction Subsidiaries No extra layer to Enersis Américas Subsidiaries One extra layer to Enersis Américas Enersis Américas Opex Selected Actions for Gx Américas Optimization of the contracts of operation and generation‘s fleet Maintenance Hydro efficiency improvement Optimization of the scheduled stop coal plant plan in Colombia Centralization of the HYDRO Plant Control New local and global procurement process Less licenses and efficiencies in ICT transformation processes Improvement of own staff productivity: incorporating best practices from Gx companies of Enel Group worldwide Analysis Performed – Strategic Considerations Review of Impact of Simplified Corporate Structure Source: Public information Notes: Announced on November 11th, 2015 Comparison data: 2019 vs real 2015 1 Impact on the Implementation of the Efficiency Plan1 Impact on the Implementation of the Efficiency Plan 2016 – 20 Enersis Américas Business Efficiencies Enersis Américas Opex Selected Actions for Dx Américas Investments in the Remote Plan to reduce reaction time when power failures occurs Investments in the quality of supply to reduce the number of failures, allowing improvements in the maintenance of Low Voltage's network New local and global procurement process Improvements in legal process Improvement of own staff productivity Implementation of the smart meters 2 2 2016 – 20 Enersis Américas Business Efficiencies Centralization of Management’s Activitites1 US$220 mm Estimated Opex Savings for the 2016-20 Period I - 17


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Analysis Performed – Strategic Considerations (cont’d) Source: Public information Note: As of 1Q16 LTM Analysis of Potential Public Valuation Impact Impact on Equity Story for Research Analysts and Investors Overlapping investment highlights with Enersis Américas: Presence in 4 countries Strong capital structure Balanced business and geographical diversification Potential investor cannibalization All minority positions Unclear strategy given lack of control and diversity of stakes owned Lack of liquidity Valuation discount Key Considerations Key Considerations 2 One vehicle encompassing all assets across the region Present in 4 countries with ample room for growth both organically and inorganically Balanced business and geographical diversification: Post transaction generation business will represent 66% of Net Income while distribution represents 34%1 Post transaction Brazil will represent 40% of Net Income, Peru 31%, Colombia 28%, and Argentina 1%1 Strong capital structure, even considering the potential impact from the Merger Mostly controlling positions, with corporate strategy focused on having majority stakes in all subsidiaries Improved and stream-lined decision making process Pro-forma Equity Story – Transparent and Visible Equity Story Unclear Equity Story Overlapping Equity Story I - 18


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Revenues 8.18 EBITDA 2.45 Net Income Pre Minorities 1.87 Minorities 0.80 Minorities as % of Net Income Pre Minorities 42.8% Net Income Post Minorities 1.06 Revenues 8.18 EBITDA 2.45 Net Income Pre Minorities 1.87 Minorities1 0.49 Minorities as % of Net Income Pre Minorities 26.2% Net Income Post Minorities 1.38 Post Minorities Net Income Increase 30.2% Analysis Performed – Strategic Considerations (cont’d) Source: Enersis Américas Financial statements as of December 31st 2015 and March 31st 2016 Note: Minorities reduction correspond to ca.US$2 mm from Chilectra and Chilectra Américas net income and ca.US$300 mm from Endesa and Endesa Américas net income over the last twelve months Analysis of Potential Public Valuation Impact Impact on Transparency / Visibility for Research Analysts and Investors 2 Enersis Américas Current Situation, 1Q16 LTM (US$ bn) Enersis Américas Proforma, 1Q16 LTM (US$ bn) Current shareholder structure of Enersis Américas implies the existence of several minorities The existence of minorities currently makes it more difficult for research analysts to value the company I - 19


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Analysis Performed – Strategic Considerations (cont’d) Source: Itaú BBA, Company Information and Bloomberg as of July 21st, 2016 Notes: Sum-of-the-Parts from DCF valuation from underlying assets of Enersis Américas, Chilectra Américas and Endesa Américas Sum-of-the-Parts from trading comparable valuation, using EV/EBITDA 2016E multiples, applied to each underlying company Sum-of-the-Parts from precedent transactions valuation, using EV/EBITDA LTM multiples, applied to each underlying company Values correspond to Enersis Américas’ direct stakes for “ENI Direct”, Enersis Américas’ stake in Chilectra Américas for “CHI Américas” and Enersis’ Américas’ stake in Endesa Américas for “EOC Américas” Average of the DCF, trading comparables and transaction comparables methodologies A dividend of CLP120,000 mm (US$184 mm at a 650.84 CLP/USD exchange ratio, based on the closing price of July 21, 2016) is considered in the valuation analysis. This dividend will be subject to Chilectra Américas shareholders’ approval in the Extraordinary Shareholder’s meeting to be held for the consideration of the Merger Potential Impact on Holding Discount at Enersis Américas’ Level (US$ mm)4 Analysis of Potential Public Valuation Impact 2 12.1% discount Current Market Cap. US$8.7 bn Average5 US$9.9 bn 2 1 3 Average of valuation methodologies suggests a valuation for Enersis Américas of ca. US$9.9 bn This represents a ca. 12.1% discount to the current market capitalization 6 I - 20


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Analysis Performed – Strategic Considerations (cont’d) Source: Itaú BBA, Company Information and Bloomberg as of July 21st, 2016 Notes: Opex synergies considered by the management are expected to reach US$220 mm by 2019. For this analysis, a linear ramp-up of US$40-US$50 mm is considered for each year, valuing the synergies as the product of the first years’ synergies and the 6.0x-8.0x multiples range. Considers synergy valuation mid point for each estimated synergy scenario Considers ownership for ENI shareholders using Endesa Américas / ENI Américas ratio of 2.8x and CHI Américas / ENI Américas ratio of 4.0x Considers average mid point valuation of US$9.9 bn from 3 different methodologies (DCF, trading multiples and transactions multiples) and a 12.1% holding discount Potential Impact of Synergies’ Value at Enersis Américas’ Level (US$ mm) Analysis of Potential Public Valuation Impact 2 Assumptions and Considerations Total synergies of ca.US$220 mm1 considered by the management through 2016-2020 projected cash flows Sensitivity of projected synergies assuming ca.+-10% on management base case Synergy valuation considers a blended multiple range between 6.0x – 8.0x Results Synergy valuation range of US$240 mm to US$400 mm Mid point synergy valuation of US$315 mm Value creation for ENI Americas’ shareholders of ca. US$202 mm for mid point valuation Impact For ENI Américas’ Shareholders Annual Synergies of US$40 mm Annual Synergies of US$45 mm Annual Synergies of US$50 mm Preliminary synergy value (mid point)2 280 315 350 Pro-forma ownership for ENI shareholders3 64.0% 64.0% 64.0% Potential Value Creation for ENI Americas Shareholders 179 202 224 Additional Sources of Potential Value Creation (Dilution) Preliminary value creation from potential holding discount reduction4 764 764 764 Potential Net Value Creation (Dilution) to ENI Américas Shareholders 943 966 988 Max: US$240 mm Mid: US$315 mm Min: US$400 mm I - 21


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CLP1 bn CLP2 bn CLP3 bn CLP4 bn 1,000 3,000 6,000 8,000 12,000 CLP10 bn 1.38% 0.18% 0.39% 0.20% 0.25% 0.19% 0.12% 0.10% 0.35% 0.13% 0.11% 0.07% 0.09% 0.24% 0.15% 0.12% 0.07% 0.10% 0.14% 0.09% Analysis Performed – Strategic Considerations (cont’d) Source: Public information and Bloomberg as of July 21st, 2016 Note: Considers ADTV since April 21st, 2016 Impact on Stock Liquidity 90 Day ADTV (CLP bn) – IPSA’s Top 20 Stocks by Liquidity 3 90 Day ADTV as % of Free Float 1 # of Research Analysts Currently Covering the Stock Liquidity 90 Day ADTV Market Cap (CLP bn) 2,000 4,000 7,000 5,000 Stock Liquidity / Company Size Analysis Enersis Américas is one of the most liquid stocks in the IPSA index Empirical evidence suggests that the larger the market cap, the higher the liquidity of any given stock 1 Banco de I - 22


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#1 Investor Market Value (US$ mm) % Free Float 2 Banchile 482.3 16.4% 6 AFP Habitat 205.3 7.0% 3 AFP Provida 264.7 9.0% 8 AFP Cuprum 163.7 5.6% 1 Citi (ADRs) 731.1 24.9% 7 AFP Capital 178.7 6.1% 4 Itaú Corpbanca 257.4 8.8% 5 Santander 245.5 8.4% 14 Larrain Vial 20.0 0.7% 13 BTG Pactual 20.6 0.7% - Forestal Constructora 0.0 0.0% - Coindustria 0.0 0.0% 11 AFP Planvital 26.7 0.9% 12 AFP Modelo 23.2 0.8% 10 Valores Security 27.5 0.9% 9 BCI 28.5 1.0% 16 Bice Inversiones 10.9 0.4% 17 Consorcio C de B 4.3 0.1% 15 JP Morgan 12.5 0.4% - Inversiones Orengo 0.0 0.0% Total 2,702.9 92.0% Analysis Performed – Strategic Considerations (cont’d) Impact on Stock Liquidity Endesa Américas Shareholder Base: The top 20 investors in Endesa Américas have an aggregate position of US$1.2 bn representing 85% of total free float Enersis Américas Shareholder Base The top 20 investors in Endesa Américas have an aggregate position of US$2.7 bn in Enersis Américas representing 92% of total free float Investors’ Overlap: 85% of the top 20 free float investors of Endesa Américas also hold a stake in Enersis Américas Investors are already believing the story Merger unlikely to trigger any flow-back Investor in Endesa Américas # Investor Market Value (US$ mm) % Free Float 1 Banchile 209.2 14.9% 2 AFP Habitat 156.0 11.1% 3 AFP Provida 150.7 10.8% 4 AFP Cuprum 109.7 7.8% 5 Citi (ADRs) 106.0 7.6% 6 AFP Capital 103.3 7.4% 7 Itaú Corpbanca 103.9 7.4% 8 Santander 94.1 6.7% 9 Larrain Vial 26.5 1.9% 10 BTG Pactual 19.4 1.4% 11 Forestal Constructora 19.3 1.4% 12 Coindustria 18.7 1.3% 13 AFP Planvital 17.3 1.2% 14 AFP Modelo 15.2 1.1% 15 Valores Security 9.7 0.7% 16 BCI 7.1 0.5% 17 Bice Inversiones 6.4 0.5% 18 Consorcio C de B 4.1 0.3% 19 JP Morgan 4.1 0.3% 20 Inversiones Orengo 4.0 0.3% Top 20 Investors 1,184.9 84.5% Endesa x Enersis Top 20 Free Float Investors Overlap 3 Shareholder Base Analysis Source: Company information as of May 31si, 2016 Note: Shows the position within Enersis Américas’ free float position Considering top 20 free float investors Top 20 Represent 33.8% of Total Shareholder Base Selected List Represents 36.2% of Total Shareholder Base 2 2 I - 23


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Analysis Performed – Strategic Considerations (cont’d) Source: Public information Notes: Even though the withdrawal rights for Enersis Américas are limited to a 10% stake, the maximum amount of withdrawal Rights of Enersis Américas that can be exercised if Endesa Américas' withdrawal rights are also exercised is ca. 6.84%. This is due to the 65% threshold which is the maximum stake that one shareholder can own in Enersis Américas Assuming a share price of CLP299.2 as per the average of the May 25th, 2016 and July 21st, 2016 Assuming 32.3% of remaining free float shareholders eligible to exercise the 285 CLP/share option Considers LTM Net Debt / EBITDA According to Fitch's Chilean scale Impact on Enersis Américas’ credit rating 4 6.84% of Enersis Américas shareholders withdrawal rights1 10.0% of Endesa Américas shareholders withdrawal rights2 Remaining free float shareholders of Endesa Américas prefer the 285 CLP / share3 Enersis Américas 1Q16 Net Debt Assuming maximum withdrawal rights exercised by Enersis and Endesa Américas’ shareholders Assuming maximum withdrawal rights exercised by Enersis Américas’ shareholders and assuming all Endesa Américas’ shareholders prefer the 285 CLP/share Assuming maximum withdrawal rights exercised by Enersis Américas’ shareholders Credit Rating Comparison with Peers Company Credit Rating Net Debt / EBITDA (x)4 (AA+)5 2.7x BBB- / Baa3 (A+)5 4.7x BBB / BBB- (A+)5 1.7x Net Debt New Debt Net Debt / EBITDA Potential Increase in Leverage (US$ bn) I - 24


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SECTION 3B Valuation Considerations I -


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LEGEND Dx = Distribution Asset Gx = Generation Asset Tx = Transmission Asset Source: Company information Listed Company ü Exchange Ratios Calculation Holding expenses and existence of debt / cash at holdings Tax costs Dividend distributions prior to Merger Other Key Aspects Impacting Valuation: First Step An independent valuation has been performed for each asset Second Step Sum-of-the-parts valuation of Enersis Américas, Endesa Américas and Chilectra Américas Third Step Endesa Brasil Dx Fortaleza Gx Cachoeira Gx CIEN Tx Ampla Dx Coelce Dx Enel Brasil Gx Emgesa Gx Deca Dx EEC Dx Port. Central Cartagena Gx Codensa Dx Edegel Gx EEPSA Gx Chinango Gx Distrilima Dx Edelnor Dx Caboblanco Gx Generalima Gx Generandes Gx Piura Gx Costanera Gx El Chocón Gx Docksud Gx Edesur Dx CEMSA Tx CTM Tx TESA Tx Endesa Argentina Gx Hidroinvest Gx Southern Cone Gx Distrilec Dx Business Country Company Valuation Considerations: Framework Followed ü ü ü ü ü ü I - 26


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Discounted Cash Flow Analysis Operating and financial projections by asset, based on latest Business Plan, provided by Enersis Américas, EOC Américas and Chilectra Américas Macroeconomic, corporate tax rates, regulatory and market assumptions per asset provided by Enersis Américas, EOC Américas and Chilectra Américas Terminal value calculations: Based on adjusted perpetuity cashflows (capex, margins, working capital) Considers replacement capex for generation assets Long-term inflation rates by country considered for perpetual growth rates For selected assets (i.e. CIEN) projections to be limited to concession term, assuming that the company receives the projected net asset value at the end of the concession (in accordance with local regulation) Criteria for weighted average cost of capital (WACC) calculated by Itaú BBA Considers long term tax and inflation rates Independent WACCs calculated for different businesses (Gx and Dx) and countries (Argentina, Brazil, Colombia, Peru) Comparable Companies Trading Multiples Based on multiples of enterprise value estimated 2016 and 2017 EBITDA, for each individual asset under consideration and selected companies Differentiated multiples applied to each asset based on country and segment Although none of the selected companies is directly comparable, the companies included were selected because their operations may be considered similar to certain operations of the assets under consideration Comparable universe includes LatAm generation, distribution and integrated utility players EBITDA used for each of the selected companies derived from estimates published by broker analysts Comparable Transaction Multiples Based on multiples of enterprise value to LTM EBITDA for each asset and selected companies While none of the companies that participated in the precedent transactions will be directly comparable, these are companies with operations that, for the purposes of this analysis, may be considered similar to certain of the assets under consideration results, market size and business profile Scarcity of pure comparable precedents in the electricity distribution sector and limited disclosure results in a broad spectrum of transactions, to include LatAm deals in the electricity distribution and other highly contracted related sectors Bearing in mind these factors, we have defined an individual multiple range per country and segment Source: Itaú BBA Valuation Considerations: Framework Followed (cont’d) I - 27


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Enersis Américas – Valuation Summary1,2 Transaction Multiples (EV/EBITDA LTM) Discounted Cash Flow4 Source: Enersis Américas, EOC Américas and Chilectra Américas information including Business Plan provided by Enersis Américas, EOC Américas and Chilectra Américas Board of Directors, and Itaú BBA Notes: Based on projections provided by Enersis Américas, EOC Américas and Chilectra Américas Includes net debt allocation based on information provided in the Business Plan Assumes 2016E EBITDA as proxy for LTM 5-year DCF valuation was applied to each asset, based on management projections dated as of June 30, 2016 and discounted using mid-period convention Considers the following companies for generation comparables: Chile: AES Gener, Colbún, EOC Chile and E-CL; Colombia: Isagen and Celsia; Peru: Edegel and Enersur; Brazil: Tractebel and AES Tietê; Argentina: Endesa Costanera and Pampa Energia (EV/EBITDA 16E) (EV/EBITDA 17E) Trading Multiples Based on Business Plan provided by Enersis Américas, EOC Américas and Chilectra Américas Boards of Directors SOTP valuation based on proportional 2016E EBITDA Mid-point multiple range5,6,7: Generation: Arg (5.5x), Bra (6.5x), Col (8.5x), Per (8.5x) Distribution: Arg (4.5x), Bra (7.0x), Col (8.0x), Per (8.0x) SOTP valuation based on proportional 2017E EBITDA Mid-point multiple range5,6,7: Generation: Arg (4.0x), Bra (5.5x), Col (8.0x), Per (8.0x) Distribution: Arg (3.5x), Bra (6.0x), Col (7.5x), Per (7.5x) SOTP valuation based on proportional LTM EBITDA3 Mid-point multiple range7: Generation: Arg (4.0x), Bra (10.0x), Col (10.0x), Per (9.0x) Distribution: Arg (2.5x), Bra (6.0x), Col (9.0x), Per (8.0x) SOTP valuation based on 5-year DCF valuation for each asset8 Terminal value calculated on a case-by-case analysis Individual WACC applied to each asset, adjusted for specific country and segment risks CHI Américas9 Enersis Américas Direct EOC Américas Considers the following companies for distribution comparables: Chile: Aguas Andinas; Colombia: EEB; Peru: Luz Del Sur and Edelnor; Brazil: Equatorial and Eletropaulo; Argentina: Edenor Minimum and maximum of each multiples valuation calculated with +/-1x EV/EBITDA multiples for each case Minimum and maximum of DCF methodology calculated with +/-1% market risk premium for each case A dividend of CLP 120,000 mm (US$184 mm at a 650.84 CLP/USD exchange ratio, based on the closing price of July 21, 2016) is considered in the valuation analysis. This dividend will be subject to Chilectra Américas shareholders’ approval in the Extraordinary Shareholder’s meeting to be held for the consideration of the Merger Proportional Equity Value Range (US$ bn) I - 28


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Exchange Ratio Summary1,2 Transaction Multiples3 (EV/EBITDA LTM) (EV/EBITDA 16E) (EV/EBITDA 17E) Trading Multiples5,6 Maximum exchange ratio based on base case Generation and Distribution multiples, +10.0% on the resulting exchange ratio Minimum exchange ratio based on base case Generation and Distribution multiples, -10.0% on the resulting exchange ratio Maximum exchange ratio based on base case Generation and Distribution multiples, +10.0% on the resulting exchange ratio Minimum exchange ratio based on base case Generation and Distribution multiples, -10.0% on the resulting exchange ratio Maximum exchange ratio based on base case Generation and Distribution multiples, +10.0% on the resulting exchange ratio Minimum exchange ratio based on base case Generation and Distribution multiples, -10.0% on the resulting exchange ratio Discounted Cash Flow4 Maximum exchange ratio based on base case Generation and Distribution WACCs and PGRs, +10.0% on the resulting exchange ratio Minimum exchange ratio based on base case Generation and Distribution WACCs and PGRs, -10.0% on the resulting exchange ratio EOC Americas / ENI Americas CHI Americas / ENI Americas Comment Exchange Ratio7 Source: Enersis Américas, EOC Américas and Chilectra Américas information including Business Plan provided by Enersis, EOC and Chilectra Board of Directors, and Itaú BBA Notes: Based on projections provided by Enersis Américas, EOC Américas and Chilectra Américas Includes net debt allocation based on information provided in the Business Plan Assumes 2016E EBITDA as proxy for LTM 5-year DCF valuation was applied to each asset, based on management projections dated as of June 30th, 2016 and discounted using mid-period convention Considers the following companies for generation comparables: Chile: AES Gener, Colbún, EOC Chile and E-CL; Colombia: Isagen and Celsia; Peru: Edegel and Enersur; Brazil: Tractebel and AES Tietê; Argentina: Endesa Costanera and Pampa Energia Considers the following companies for distribution comparables: Chile: Aguas Andinas; Colombia: EEB; Peru: Luz Del Sur and Edelnor; Brazil: Equatorial and Eletropaulo; Argentina: Edenor Exchange ratio ranges consider the transaction’s net tax expenses incurred by Endesa Américas and Chilectra Américas of US$132 mm and US$17 mm respectively I - 29


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APPENDIX I -


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Summary of Information Provided APPENDIX A I -


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Summary of Information Provided Enersis Américas, Endesa Américas and Chilectra Américas enabled a Virtual Data Room (VDR) which included the following selected items: Financial and operating information, including historical financial statements for Enersis Américas, Endesa Américas and Chilectra Américas Presentations made by the management of Enersis Américas, Endesa Américas, Chilectra Américas and operating assets, regarding the current landscape in the different geographies and business lines Internal financial analysis and forecast for the entities under consideration prepared by Enersis Américas, Endesa Américas, Chilectra Américas for our use by the respective Board of Directors (the Business Plan) Business Plan included operating projections for main generation and distribution assets Business Plan included macroeconomic and industry specific assumptions by country Business Plan included allocation of holding net debt and expenses, as well as tax costs and benefits related to the Proposed Transaction Legal information and analysis related to the outstanding net debt of the entities under consideration, the allocation in the context of the Proposed Transaction, and information on intercompany loans Other information included: regulatory models for main generation and distribution assets, selected brokers research reports We also participated in management presentations with members of senior management of Enersis Américas, Endesa Américas and Chilectra Américas, regarding their assessment of the past and current business operations, financial condition and future prospects of the assets under consideration Itaú BBA asked several questions through the formal channel established by the parties involved in the Proposed Transaction, which were periodically answered via the VDR Information Provided I - 32


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ANNEX J

OPINION OF CREDICORP CAPITAL ASESORÍAS FINANCIERAS S.A.,

ADDITIONAL INDEPENDENT VALUATOR OF ENERSIS AMÉRICAS

This Annex J is a free English translation and should not be construed as being identical in content to the original Spanish document, which will prevail in the event of any discrepancy with the English translation.


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Independent Valuator Report Prepared for the Directors’ s Committee of Enersis Américas S.A. August 5, 2016 J -


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Disclaimer of Responsibility This document has been prepared by Credicorp Capital Asesorías Financieras S.A. (“Credicorp Capital”) for the Directors’ Committee of Enersis Américas S.A. (“ENIA” or the “Company”), for the effects stipulated on article 147 of Chilean Law 18,046. The recommendations and conclusions contained in this report constitute the best estimation or opinion of Credicorp Capital with regards to the Proposed Transaction (as such term is defined herein) at the time this report was issued, considering the methodology used to that end and the information that was made available. The conclusions in this report might change if other background or information were available. Credicorp Capital will not have any obligation to disclose such changes or when the opinions or information contained in the document change. Only information submitted by ENIA and public information available were used by Credicorp Capital to prepare this report, none of which has been confirmed independently by Credicorp Capital and, therefore Credicorp Capital does not have any liability whatsoever with respect thereto or for any of the conclusions that might be derived from any false, erroneous, or incomplete information. Likewise, the conclusions in the report may be based on assumptions that might be subject to significant economic and market uncertainties and contingencies, such as forecasts, estimates, and evaluations, whose occurrence can be difficult to predict, such that there is no certainty whatsoever on the degree of achievement of such assumptions. Under no circumstance may the use or incorporation of such forecasts, or estimates be deemed a representation, guarantee, or prediction by Credicorp Capital with respect to the occurrence thereof, or that of the underlying assumptions. Disclaimer: The English version of this report is a free translation from the original report prepared in Spanish. It was prepared for the convenience of the reader. This translation has not been reviewed or approved by Credicorp Capital J -


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Executive summary and conclusions Background and description of the Proposed Transaction General assumptions used in the Report Analysis of the Proposed Transaction’s terms Methodologies used for the valuation of ENIA, EOCA and CHIA Valuation of ENIA, EOCA and CHIA Estimation of the exchange ratios of the Proposed Transaction Analysis of the Proposed Transaction’s terms Cash flow and market considerations of the Proposed Transaction Impact on EBITDA Tax impacts Holding discount considerations Stock liquidity considerations Credit rating considerations Strategic considerations of the Proposed Transaction Table of Contents J -


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1 EXECUTIVE SUMMARY AND CONCLUSIONS J


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Background and description of the Proposed Transaction Enersis Americas S.A. (“ENIA” or the “Company”) has initiated the second phase of its corporate reorganization announced on 2015 (the “Proposed Transaction”). The reorganization includes the following phases: Spin-off (the “Spin-off”) of Empresa Nacional de Electricidad S.A. (“EOC”), Chilectra S.A. (“Chilectra”) and Enersis S.A. (“ENI”). This phase was approved by each shareholders’ meeting on December 18, 2015 and implemented on March 1, 2016 Merger (the “Merger”) among ENIA (absorbing company), Endesa Américas S.A. (“EOCA”) and Chilectra Américas S.A. (“CHIA”), together with a public tender offer (the “TO”)(1) to be launched by ENIA for a 40.02% of EOCA’s shares. The TO remains conditioned to the approval of the Merger in the extraordinary shareholders’ meetings of ENIA, EOCA and CHIA The Proposed Transaction includes the following terms and conditions: Proposed exchange ratios: 2.8 shares of ENIA for each share of EOCA; 4.0 shares of ENIA for each share of CHIA(2) Withdrawal right for the shareholders of ENIA, EOCA and CHIA is limited to 10.00%, 10.00%(3) and 0.91% of the companies’ shares, respectively, considering that no shareholder shall end up with more than 65% of the ownership of ENIA Compensation if the Merger is not successful: ENIA will compensate EOC Chile and Chilectra Chile for the tax expenses incurred by them (net of tax credits) as a result of the first phase of the reorganization process TO: Price: CLP 285 per share Conditions: TO is conditional to the execution of the Merger Proposed Transaction ____________________ TO will be funded with cash proceeds from the 2012 capital increase of Enersis S.A. Regarding the exchange ratio of ENIA shares for CHIA shares, as informed by the Company’s management, an adjustment to the exchange ratio from 5.0 to 4.0 will be submitted for consideration of ENIA’s Board of Directors on August 5, 2016. Such adjustment is in accordance with the potential distribution of CLP 120 billion dividend by CHIA to its shareholders, which is subject to approval by CHIA’s shareholders at the extraordinary shareholders’ meeting to vote on the Merger Regarding the withdrawal right of EOCA shareholders in respect of the limit established for such withdrawal right as a suspensive condition for the Merger, as informed by the Company’s management, an increase of such limit from 7.72% to 10.00% will be submitted for consideration of ENIA’s, EOCA’s and CHIA’s Board of Directors on August 5, 2016, in order to align such limit to that established for the withdrawal right of ENIA shareholders J -


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Scope of the independent valuation Based in the fact that the Proposed Transaction is an operation among related parties, on May 16, 2016 the Directors’ Committee of ENIA engaged Credicorp Capital on May 16, 2016 to act as an independent valuator in accordance with the requirements of Article 147 of the Chilean Corporate Act Law No 18,046 Pursuant to the foregoing, and in accordance with the requirements of Article 147 of the Law No 18,046, in respect of independent valuators, this report (the “Report”) contains, among others, the following elements: A description of the characteristics, phases, terms and conditions of the Proposed Transaction An analysis of the effects and potential impacts of the Proposed Transaction on ENIA, including: Whether the Proposed Transaction contributes to ENIA’s corporate interest; and, Whether the economic terms of the Proposed Transaction are in accordance with current market conditions Other issues or questions that the Directors or the Directors’ Committee of ENIA may have regarding the Proposed Transaction As part of the analysis, Credicorp Capital has included in the Report the following: An estimation of the exchange ratios for the Merger and the value of ENIA, EOCA and CHIA An analysis of the economic terms of the Proposed Transaction An analysis of the strategic rationale and potential impacts of the Proposed Transaction on ENIA It must be noted that since it is beyond the scope of this assessment, the Report does not include: An analysis of the advantages and disadvantages of alternative structures or execution mechanisms for the Proposed Transaction An analysis about technical, commercial, legal and/or other aspects for the execution of the Proposed Transaction J -


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Framework for analyzing the impact on ENIA of the Proposed Transaction ¿What are the values for the exchange ratios and the TO offering price that are in accordance with market conditions? We valued ENIA, EOCA and CHIA through a sum of the parts approach using the following methodologies: (i) discounted cash flows and (ii) trading multiples and market capitalization Based on the aforementioned, we estimated the value for the following: Exchange ratios for shares of ENIA per each share of EOCA and CHIA, respectively The price per share of EOCA after appropriate discounts ¿What is the impact on ENIA of the exchange ratios and the TO offering price of the Proposed Transaction? We compared our estimations of the exchange ratios and the TO offering price with those of the Proposed Transaction Based on the previous analysis, we calculated the impact on ENIA of the economic terms of the Proposed Transaction ¿Are there any other factors resulting from the Proposed Transaction that could have a potential impact on the value of ENIA? The following cash flow and market factors may have an impact on the value of ENIA: Cash flow factors: potential savings / synergies at ENIA´s holding level and tax impacts Market factors: (i) potential reduction of the holding discount of ENIA, (ii) stock liquidity effect, and (iii) potential improvement of ENIA´s credit risk profile Impact of the Proposed Transaction on ENIA Cash flow and market considerations for ENIA Estimation of the economic terms ¿Does the Proposed Transaction makes sense for ENIA from a strategic standpoint? Alignment of interests over the operative subsidiaries of ENIA More efficient decision making process Access to a grater portion of cash flows due to the reduction of minority interest Accomplishment of what was announced by the Company to the market on 2015 Strategic considerations for ENIA Economic terms of the Proposed Transaction Other considerations of the Proposed Transaction for ENIA The independent valuator is based on the following framework: J -


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Methodology used for the valuation of ENIA, EOCA and CHIA The methodologies used for the valuation of ENIA, EOCA and CHIA are the following: Valuation based on DCF of the companies involved in the Merger Valuation based on projections given by ENIA and valuation criteria of Credicorp Capital Sum of the parts valuation for ENIA, EOCA and CHIA Valuation of the companies involved in the Merger considering: Multiples of publicly listed companies according to their business and geographical presence Market capitalization for listed companies with relevant liquidity Sum of the parts valuation for ENIA, EOCA and CHIA Sum of the parts valuation Valuation based on discounted cash flows (“DCF”) Valuation based on market capitalization and trading multiples (“Multiples”) 1 2 To estimate the market value of ENIA, EOCA and CHIA, ENIA’s market discount was applied to the sum of parts valuation J -


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Estimation of the exchange ratios and impacts on ENIA ____________________ (1) Regarding the exchange ratio of ENIA shares for CHIA shares, as informed by the Company’s management, an adjustment to the exchange ratio from 5.0 to 4.0 will be submitted for consideration of ENIA’s Board of Directors on August 5, 2016. Such adjustment is in accordance with the potential distribution of CLP 120 billion dividend by CHIA to its shareholders, which is subject to approval by CHIA’s shareholders at the extraordinary shareholders’ meeting to vote on the Merger (2) As of July 20, 2016 (3) Current market price of EOCA is affected by the Proposed Transaction (4) CHIA has low levels of liquidity, therefore the stock price might not reflect its market capitalization (CHIA’s 2016 accumulated traded volume during 2016 is CLP 24 million) Source: Bolsa de Comercio de Santiago (5) Tax compensations of USD 149 million, amount that EOC Chile and Chilectra Chile incurred as tax expenses during the first phase of the Proposed Transaction. The parties have agreed that this compensation shall be included in the exchange ratios and the amount shall be evenly distributed among the parties based on the participations of ENIA, EOCA and CHIA in ENIA post Merger (6) Corresponds to the product of (i) the estimated price per each share of EOCA/CHIA adjusted by tax compensations; and (ii) the implicit premium per each share of EOCA/CHIA (net of tax compensation adjustments) (7) Considers the exchange rate USDCLP of 650.80 (3) (4) Total implicit premium: USD 145 million 1.67% of ENIA's market capitalization(2) Assuming that all of the minority shareholders of EOCA and CHIA participate in the Merger, the Proposed Transaction would have an implicit cost for ENIA estimated at USD 145 million (1.67% of the market capitalization of ENIA(2)). TO price is slightly below the estimated price for EOCA J -


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Potential cash flow and market benefits for ENIA as a result of the Proposed Transaction The Merger would generate a reduction of ENIA’s holding discount as a result of the absorption of EOCA, a subsidiary with relevant liquidity, a reduction that could be already incorporated in the current stock price of ENIA The holding discount of ENIA post Merger is estimated to be at 9%, which could increase if the Proposed Transaction is not executed Assuming the potential increase of holding discount is between 0% and 10% of EOCA’s value (if the Proposed Transaction is not executed), the impact on ENIA is estimated to be between USD 0 and 218 million Subject to the number of EOCA’s shareholders participating in the TO, the float of ENIA could increase as a result of the Proposed Transaction. This would have a positive impact on the liquidity level of ENIA, remaining as one of the most liquid companies in the Chilean market. However, evidence suggests that such impact on liquidity should not significantly affect the value of ENIA Stock liquidity considerations The Proposed Transaction could have a positive impact on the credit profile of ENIA, mainly because it brings closer the operative subsidiaries and their cash flows, it eliminates the risk of structural subordination with EOCA and CHIA, and it increases ENIA’s scale These positive aspects, if perceived so by the market, could improve the structural debt cost of ENIA, reducing its weighted average cost of capital (WACC) Based on a sensitized analysis, it is estimated that the present value of such an impact, for the shareholders of ENIA, could be between USD 0 and 76 million It is worth mentioning that if the TO is executed for a significant amount, the cash position of the Company may be affected, affecting ENIA’s credit profile. This should be considered when assessing the potential benefits estimated herein Credit rating considerations 4 Holding discount considerations Based on the efficiency plan presented by ENI during the first phase of the reorganization and savings on operational costs due to the absorption of EOCA and CHIA, a total amount in regime (year 2019) of USD 8.5 million (before taxes) have been identified in savings at the holding level The net present value of those efficiencies for ENIA is estimated at USD 48 million Potential synergies 5 1 3 Impacts on taxes include (i) savings obtained by including the tax compensations within the exchange ratios as opposed to ENIA indemnifying EOC Chile and Chilectra Chile directly in full (if the Proposed Transaction is not executed), (ii) tax costs generated by the increase in market value of the Peruvian assets, and (iii) the badwill generated by the abortion of CHIA The net present value for ENIA of these tax impacts is estimated at a cost of USD 17 million Impact on taxes 2 J -


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____________________ These impacts may be already incorporated in the stock price of ENIA Market capitalization: USD 8,708 million (as of July 20, 2016). Source: Bloomberg Considering the potential cash flow and market impacts as a result of the Proposed Transaction and the implicit cost for ENIA as a result of the exchange ratios, it is estimated that the Proposed Transaction could generate a net benefit for ENIA of USD 33 million Summary of potential benefits for ENIA as a result of the Proposed Transaction 0.37% of ENIA’s market capitalization of ENIA(2) J -


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Other potential strategic and managerial benefits for ENIA as a result of the Proposed Transaction Alignment of interests in the operative subsidiaries Exclusive holding company to invest in LatAm (ex Chile) Clarity to shareholders in respect of the Company’s investment policy Increased efficiency in decision-making processes Simplification of decision layers Time and costs savings in decision making (only one Board of Directors) Direct access to cash flows and reduction of minority interest Simpler corporate structure with greater visibility of the assets 1 2 3 Simplification of ENIA’s corporate structure ENIA CHIA EOCA 60.0% 99.1% Current corporate structure(1) Post Merger corporate structure(1) Hid. El Chocón Edesur Cachoeira Dorada Ampla Energía Emgesa Codensa Edegel Edelnor ____________________ This structure shows only some of the operative assets in each country The new corporate structure will eliminate cross-shareholding participations ENIA Hid. El Chocón Edesur Cachoeira Dorada Ampla Energía Emgesa Codensa Edegel Edelnor J -


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Stock prices performance seems to indicate that the market is validating the Proposed Transaction(1) Implicit exchange ratio of ENIA shares for EOCA shares Stock price of EOCA Stock price of ENIA and EOCA for the execution of the withdrawal right(2) ____________________ Source: Bolsa de Comercio de Santiago. Data as of July 20 , 2016. CHIA was not considered in the analysis because of its low liquidity level (the accumulated amount traded during 2016 is CLP 24 million) The definitive withdrawal prices will be equivalent to the weighted average price between 90 and 30 days before the TO. The graph captures the period between April 27 2016, and July 20, 2016 Average Daily Trading Volume calculated between April 21, 2016, date when the new companies started trading, and July 20, 2016 Actualizar datos manualmente CLP CLP CLP ENIA shares Since April 28, 2016, the implicit exchange ratio of ENIA shares for EOCA share has been trading: Below the Merger’s proposed exchange ratio, and Above the implicit exchange ratio based on the TO price Since that date, EOCA shares have been trading above the TO price and with reasonable liquidity It can be inferred that the market perceives the proposed exchange ratio to be in the best interest with high probability for the Proposed Transaction to be approved Currently, the withdrawal prices do not indicate that the execution of the withdrawal right will be a negative factor for the execution the Proposed Transaction The withdrawal price of ENIA is below its market price (CLP 115 / share) The withdrawal price of EOCA is below its market price and above the TO price by a small differential (exiting through the TO has tax benefits for most shareholders) Withdrawal prices shall be monitored until the definitive prices are formed in order to determine their impact on the Proposed Transaction ADTV(3) ENIA USD 5.7 mm ADTV(3) EOCA USD 2.7 mm J -


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Conclusions The Merger’s proposed exchange ratios provide an implicit cost for ENIA of USD 145 million, equivalent to 1.67% of ENIA’s market capitalization This determination was based on the mid-point of our exchange ratios estimations which were 2.55 shares of ENIA for each EOCA share and 3.67 shares of ENIA for each CHIA share On the other hand, the Proposed Transaction has the potential to generate economic benefits for ENIA that based on the mid-point of our estimations were determined at USD 178 million These potential benefits include (i) synergies in operating expenses, (ii) tax impacts, (iii) potential holding discount savings, (iv) and potential savings in ENIA’s structural indebtedness costs Based on the above, we estimate a potential net benefit for ENIA of USD 33 million, equivalent to 0.37% of ENIA’s market capitalization In addition to the foregoing, the Proposed Transaction could generate potential benefits from a strategic and managerial standpoint. The Proposed Transaction eliminates cross-shareholding participations among ENIA, EOCA and CHIA allowing for alignment of interests in the operative subsidiaries, greater cost and time efficiency in the decision-making process, direct access to cash flows and a reduction of minority interests at ENIA Regarding the shares of EOCA to be eventually acquired through the TO, we conclude that the TO offering price of CLP 285 per share is slightly below the share price of EOCA that shall prevail in the market in the absence of the distortions generated by the Proposed Transaction, which we estimate at CLP 289 per share Finally, the share prices of ENIA and EOCA have been trading, with reasonable liquidity, within a range that indicates that the market and the investors are validating the Proposed Transaction‘ terms The exchange ratio of ENIA shares per EOCA shares has been trading above the implicit exchange ratio based on the TO offering price and below the proposed exchange ratio The share price of EOCA has been trading above the TO offering price Based on the foregoing, we conclude that the Proposed Transaction's terms are consistent with prevailing market conditions and that the Proposed Transaction contributes to the corporate interest of ENIA J -


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2 BACKGROUND AND DESCRIPTION OF THE PROPOSED TRANSACTION J -


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Description of the economic terms of the Proposed Transaction Exchange ratio 2.8 ENIA shares for each EOCA share 4.0 ENIA shares for each CHIA share(1) The economic terms of the Proposed Transaction, as adopted by the shareholders' meeting on December 18, 2015, and as informed by ENIA are: Withdrawal right The shareholders of ENIA, EOCA and CHIA will be able to exercise their withdrawal right if the shareholders’ meeting approves the Merger and as long as no shareholder ends up with more than 65% of ENIA´s ownership post Merger The withdrawal right has the following limits: 10.00% of ENIA's ownership; 10.00% of EOCA's ownership(2); and 0.91% of CHIA's ownership The withdrawal price at which ENIA and EOCA shares will be equivalent to the weighted average price between 90 and 30 business days before the shareholders' meeting where the Merger was approved The withdrawal price for CHIA shares will be equivalent to the book value of the share Compensation of EOC Chile and Chilectra Chile If the Merger is not executed by December 31, 2017, ENIA will indemnify EOC Chile and Chilectra Chile for all the tax expenses incurred by EOC Chile and Chilectra Chile (net of tax credits) as a result of the reorganization process Tax expenses (net of tax credits) are USD 149 million (EOC Chile incurred in USD 132 million and Chilectra Chile incurred in USD 17 million) Tender Offer for EOCA shares ENIA will launch a tender offer for EOCA shares and ADRs (American Depositary Receipts) that are not owned by ENIA. This represents up to 40,02% of the shares of EOCA The TO offering price will be of CLP 285 per share and the TO will be conditioned to the execution of the Merger ____________________ Regarding the exchange ratio of ENIA shares for CHIA shares, as informed by the Company’s management, an adjustment to the exchange ratio from 5.0 to 4.0 will be submitted for consideration of ENIA’s Board of Directors on August 5, 2016. Such adjustment is in accordance with the potential distribution of CLP 120 billion dividend by CHIA to its shareholders, which is subject to approval by CHIA’s shareholders at the extraordinary shareholders’ meeting to vote on the Merger Regarding the withdrawal right of EOCA shareholders in respect of the limit established for such withdrawal right as a suspensive condition for the Merger, as informed by the Company’s management, an increase of such limit from 7.72% to 10.00% will be submitted for consideration of ENIA’s, EOCA’s and CHIA’s Board of Directors on August 5, 2016, in order to align such limit to that established for the withdrawal right of ENIA shareholders J -


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Spin-off of ENI, EOC and Chilectra Merger of EOCA and CHIA in ENIA I II Enel SpA 100,0% ENI Chile Chilectra Chile EOC Chile ENIA CHIA EOCA 60,6% 60,6% 60,0% 99,1% 60,0% 99,1% Spin-off of the assets outside Chile of Chilectra and EOC in new companies named VHIA and EOCA respectively Spin-off of the Chilean assets into a new company to be called ENI Chile ENI Chile Chilectra Chile EOC Chile ENIA 60,6% > 50,0% 60,0% 99,1% Merger by absorption Enel Iberoamérica Enel Latinoamérica Enel SpA 100,0% Enel Iberoamérica Enel Latinoamérica CHIA EOCA 1 2 1 2 New companies resulting from the Spin-off Merger by absorption of EOCA and CHIA in ENIA The exchange ratios for the merger will be defined in the corresponding shareholders’ meetings of ENIA, EOCA and CHIA Structure of the Proposed Transaction Second phase of the corporate reorganization in progress J -


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Schedule of the Proposed Transaction December 18, 2015 Extraordinary shareholders’ meeting of ENIA, EOCA and CHIA Spin-off approval, and Proposal of the exchange conditions for the Merger ____________________ Source: the Company Bolsa de Comercio de Santiago New York Stock Exchange April 21, 2016 ENI Chile, EOCA and CHIA begin trading at BCS(1) and NYSE(2) 30 business days End of September 2016 Beginning of the TO 30 days since shareholders’ meetings 30 – 45 days since the launch of the TO End of October/ beginning of November 2016 End of the TO 60 business days April/May – July/August 2016 Period in which the withdrawal price is calculated for ENIA, EOCA and CHIA shares Completed phases Pending phases March 1, 2016 Completion of the Spin-off and creation of ENI Chile, EOCA and CHIA End of October, 2016 Due date of the withdrawal rights exercising period End of September, 2016 Extraordinary shareholders’ meetings of ENIA, EOCA and CHIA's to vote for the Merger 4Q 2016 Execution of the Merger J -


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ENIA ENIA proforma post Merger EBITDA 2015(1) breakdown (USD million)(2) ENI Chile proforma EBITDA 2015(1) breakdow ENIA proforma post Merger EBITDA 2015(1) breakdow Proforma operational figures ____________________ Source: the Company. Gx: Generation, Dx: Distribution Considers the consolidated EBITDA without including “other adjustments” Considers an exchange rate USDCLP of 654.25, average of 2015 EBITDA 2015(1) (USD million)(2) Installed capacity (MW) Customer distribution (million) Planned investments 2016 – 2019 (USD billion) Post Proposed Transaction Proforma figures 44% 24% 22% 11% USD 2,481 million(2) USD 2,481 million(2) Gx Dx USD 1,072 million(2) Gx Dx 70% 30% 63% 37% 88% 12% 73% 27% USD 1,072 million(2) 0% 100% J -


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3 GENERAL ASSUMPTIONS USED IN THE REPORT J -


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ENIA provided a virtual data room where the following information was uploaded Management presentations for the Board of Directors of ENI related to the Proposed Transaction Presentations made by ENIA's management regarding the operations of ENIA’s subsidiaries in the different markets For each company involved in the Proposed Transaction, historical financial information as of March 2016 and June 2016 For each company involved in the Proposed Transaction, financial projections for the years 2016-2020: Updated as of June 2016 based on the business plan for each of the companies involved in the Proposed Transaction and considering the market conditions of each corresponding country Delivered to Credicorp Capital on June 9, 2016 Same projections that were shared with other independent valuators of ENIA, EOCA and CHIA in connection with the Proposed Transaction Approved by ENIA’s management and presented to the Board of Directors of ENIA Information and estimations regarding the impacts of the Proposed Transaction Meetings with management and technical staff of ENIA Work meetings with ENIA’s management team Credicorp Capital, as well as other independent valuators in connection with the Proposed Transaction, asked questions to ENIA that were answered by the Company through the virtual data room, answers which were available to all independent valuators Public information available in the market: financial and market information services, analyst reports, etc. It must be noted that: ENIA, EOCA and CHIA are listed in the Santiago Stock Exchange, and ENIA and EOCA are listed in the New York Stock Exchange (NYSE), and therefore are supervised by national and international regulatory authorities, among them, the SVS, the Securities and Exchange Commission (SEC), and other local regulatory bodies in the countries in which they operate The analysis performed by Credicorp Capital did not include a due diligence of ENIA, EOCA and CHIA or of the involved companies in the Proposed Transaction. With respect to accounting, legal, tax, and regulatory matters, the Company was asked for its best estimate, opinion, or forecast with respect to the impacts of the Proposed Transaction. These estimates, opinions and forecasts have not been independently verified by experts other than the ones who assisted the Company to formulate the answers and they have not been independently verified by Credicorp Capital Available information J -


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Given the information provided by ENIA and the opinions contained in the answers to questions made available to Credicorp Capital, we have assumed the following in respect of the Proposed Transaction: It complies with the Chilean legislation and that of the other countries in which ENIA, EOCA and CHIA operate (Argentina, Brazil, Colombia and Peru), and does not violate any norm in any jurisdiction applicable to ENIA, EOCA and CHIA Does not generate regulatory, environmental or market competition effects for ENIA, EOCA, CHIA and/or any of their related companies and/or any continuing and/or resulting companies of the Proposed Transaction Does not affect or violate any agreements with partners, suppliers, customers, or any other counterparties of ENIA, EOCA, CHIA and/or any of their related companies and/or any continuing and/or resulting companies of the Proposed Transaction Does not result in accounting or tax effects that could negatively impact ENIA, EOCA and/or CHIA’s results, and/or that of any of their related companies and/or any continuing and/or resulting companies of the Proposed Transaction, beyond those considered in this Report based on the information provided by the Company Does not generate new contingencies for ENIA, EOCA, CHIA and/or any of their related companies and/or any continuing and/or resulting companies of the Proposed Transaction Does not affect or violate agreements in indebtedness contracts or creditors of ENIA, EOCA, CHIA and/or its subsidiaries, originating material effects on the results of any of such companies, including events of default, cross-default or cross-acceleration, and/or increases on financial expenses Does not involve any liability management process with material costs for ENIA, EOCA, CHIA and/or any of their related companies and/or any continuing and/or resulting companies of the Proposed Transaction, beyond those considered in this Report based on the information provided by the Company If the Proposed Transaction is not executed, ENIA’s current position in respect of the consolidation, management, political and economic rights over the companies involved in the Proposed Transaction would not be affected General considerations assumed J -


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4 ANALYSIS OF THE PROPOSED TRANSACTION’S TERMS Methodologies used for the valuation of ENIA, EOCA and CHIA J -


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DCF Valuation Methodology Methodology ____________________ Net financial debt = financial debt – cash and cash equivalents. Other liabilities based on information delivered by the Company With the exception of Coelce, which is subject to a special tax regime as informed by the Company (+) Revenues (+) EBITDA (−) Costs (−) General expenses (−) Tax on EBIT (−) CapEx (−) Working Capital Free Cash Flow Discounted using WACC Enterprise Value (EV) (−) Net Financial Debt + Other Liabilities(1) Equity Value Type of Valuation Individual assets valuation and subsequent sum of the parts considering ENIA, EOCA and CHIA’s interests in each asset Currency Local currency converted to USD using the projected exchange rate given by the Company for each year Projected period 5 years (years 2016 to 2020) Valuation date June 30, 2016 Terminal value Based on a terminal EV/EBITDA multiple for each company, calculated based on current and historical trading multiples of peers in LatAm Companies valuated until the end of their operations: The generation companies of Argentina and Cachoeira, Fortaleza and Cien were valuated until the end of their operations Discount Rate Risk-free rate: 20-year US Treasury bond Country risk premium: last 30 days average of the 10-year Credit Default Swap (CDS) for Brazil, Colombia and Peru, and the Emerging Markets Bonds Index (EMBI) for Argentina Beta for each business, based on peers in LatAm Market-risk premium: 6.0% Debt interest rate, according to bonds of LatAm companies by country Corporate tax rate Current corporate tax for each country, based on information provided by the Company(2) DCF Methodology Main criteria for DCF valuation 1 J -


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For the DCF valuation, projections for the period 2016-2020 for each asset involved in the Proposed Transaction were used Projections were updated as of June 2016 by the Company An updated macroeconomic scenario was delivered, it included projections of exchange rates, inflation, GDP growth, among others Even though current macroeconomic contingencies were considered for the countries of the assets involved in the Proposed Transaction, a stable regulatory and tax scenario was assumed based on available information Discount rates and weighted average cost of capital (WACC) were calculated according to current market conditions For the calculation of the net financial debt and other financial liabilities as of June 2016 for each of the valuated assets, information provided by the Company was used DCF Valuation General assumptions Terminal EV/EBITDA multiple used by business and country ____________________ Source: Capital IQ and Credicorp Capital In determining a terminal value for each of the valued assets (with the exception of the assets valued until the end of their operations), an EV/EBITDA multiple was used based on the estimated EBITDA for the year 2021 The terminal EBITDA was calculated based on projections provided by the Company and adjustments made by Credicorp Capital The terminal multiple was calculated based on 2017 EV/EBITDA multiples for generation, distribution and transmission companies in LatAm and adjustments made by Credicorp Capital Assets valued through their useful life For the assets that have a determined useful life, cash flows were projected and discounted until their life’s end Projections from 2021 onwards were calculated based on assumptions provided by the Company 1 J -


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DCF Valuation Discount rates for each business and country Cost of equity Cost of debt ____________________ Source: Bloomberg, JP Morgan, Capital IQ and Credicorp Capital. Data as of July 20, 2016 Dx: Distribution; Gx: Generation; Tx: Transmission For ENIA, EOCA and CHIA the discount rate was calculated based on the 2016E EBITDA prorrata by business and country The Credit Default SWAP (CDS) average for the last 30 days was used for Colombia, Brazil and Peru, respectively. The Emerging Market Bond Index (EMBI) average for the last 30 days was used for Argentina Refers to the corporate tax rate provided by the Company 1 Gx Dx Gx Tx Dx Gx Dx Gx Tx Dx ENIA EOCA CHIA Risk free rate (20-year UST) 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% Country risk premium (1) 2.8% 2.8% 3.9% 3.9% 3.9% 2.1% 2.1% 4.9% 4.9% 4.9% 3.2% 3.2% 3.7% Risk free rate 4.7% 4.7% 5.8% 5.8% 5.8% 4.0% 4.0% 6.8% 6.8% 6.8% 5.1% 5.1% 5.6% Corporate tax (2) 34.0% 34.0% 34.0% 34.0% 34.0% 26.0% 26.0% 35.0% 35.0% 35.0% 32.2% 31.8% 33.1% Asset beta 0.53 0.52 0.51 0.46 0.53 0.53 0.52 0.88 0.88 0.88 0.56 0.57 0.60 Debt / market capitalization 24.1% 33.4% 24.1% 47.4% 33.4% 24.1% 33.4% 24.1% 47.4% 33.4% 29.8% 26.4% 33.0% Equity beta 0.62 0.64 0.59 0.60 0.65 0.63 0.65 1.02 1.16 1.08 0.68 0.67 0.73 Market risk premium 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% Cost of equity 8.4% 8.5% 9.3% 9.4% 9.7% 7.7% 7.9% 13.0% 13.8% 13.3% 9.2% 9.1% 10.0% Risk free rate (20-year UST) 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% 1.9% Credit spread 4.0% 4.0% 6.0% 6.0% 6.0% 3.2% 3.2% 9.0% 9.0% 9.0% 5.1% 5.0% 5.9% Cost of debt (before taxes) 5.9% 5.9% 7.9% 7.9% 7.9% 5.1% 5.1% 10.9% 10.9% 10.9% 7.0% 6.9% 7.8% WACC (USD) 7.5% 7.4% 8.5% 8.1% 8.6% 7.0% 6.9% 11.8% 11.6% 11.7% 8.2% 8.2% 8.8% Colombia Brazil Peru Argentina Américas J -


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Multiples Valuation Methodology With the exception of the companies that were valuated based on their market capitalization (see the box below on the left), the other companies were valuated using trading multiples of selected companies Companies valuated by market capitalization ____________________ Source: Capital IQ, Financial statements of the companies and Credicorp Capital. As of July 20, 2016 Dx: Distribution; Gx: Generation; Tx: Transmission Due to the fact that there are no Gx and Dx companies listed with relevant liquidity in Colombia, a sample of Chilean and Peruvian companies were used for Gx and Dx Takes into account direct and indirect ownership The 2016 P/U multiple of E.CL does not consider the extraordinary profit made from the sale of 50% of its subsidiary Transmisora Electrica del Norte S.A. Trading multiples used by country and business (1) (1) (3) 2 J -


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4 ANALYSIS OF THE PROPOSED TRANSACTION’S TERMS Valuation of ENIA, EOCA and CHIA J -


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DCF Valuation Valuation results by asset ____________________ Gx: generation; Dx: distribution; Tx: transmission; H: holding company Net financial debt + other financial liabilities as of June 2016, according to the information provided by the Company It considers a dividend distribution to the shareholders of CHIA of CLP 120,000 million, which, as informed by the management of CHIA, will be submitted for approval of the shareholders of CHIA in the same Extraordinary Shareholders’ Meeting that will vote for the Merger 1 ENIA pre-Merger EOCA CHIA ENIA stand alone ENIA post-Merger USD million USD million USD million USD million USD million USD million USD million USD million Gx Hidroeléctrica El Chocón 303 65 238 93 156 0 0 156 Gx Endesa Costanera 112 65 47 21 36 0 0 36 Gx Central Dock Sud 210 27 184 74 0 0 74 74 Dx Edesur 536 181 356 255 2 121 134 256 Tx Cía. Transmisión del Mercosur -2 25 -27 -23 -10 -3 -14 -27 Tx Transportadora de Energía del Mercosur -1 26 -27 -23 -10 -3 -14 -27 Other Endesa Cemsa 23 -1 24 20 11 0 13 24 H Southern Cone 0 0 0 0 0 0 0 0 H Distrilec 0 0 0 0 0 0 0 0 H Endesa Argentina -2 -3 1 1 1 0 0 1 H Hidroinvest 0 0 0 0 0 0 0 0 Gx Cachoeira Dorada 392 -35 427 359 158 48 217 423 Gx Fortaleza 293 1 292 247 108 33 149 290 Dx Coelce 1,344 322 1,023 663 224 68 462 753 Dx Ampla Energía 1,485 1,032 453 417 79 166 205 450 Tx Cien 292 15 277 233 103 31 141 275 Other EN-Brasil Comercio y Servicios 190 2 188 158 70 21 96 186 H Enel Brasil -498 -487 -11 -9 -4 -1 -6 -11 Gx Emgesa 6,324 1,690 4,634 1,748 1,245 0 1,001 2,246 Dx Codensa 3,397 631 2,765 1,322 0 255 1,069 1,324 Other Emgesa Panamá 0 0 0 0 0 0 0 0 Other Soc. Portuaria Central Cartagena 1 0 1 0 0 0 0 0 Gx Chinango 385 31 354 166 177 0 60 237 Gx Edegel 2,592 156 2,436 1,428 1,522 0 515 2,036 Gx Piura 383 43 340 328 0 0 328 328 Dx Edelnor 1,864 409 1,456 1,100 0 227 875 1,102 H Caboblanco -4 -8 4 4 0 0 4 4 H Distrilima -5 -29 24 24 0 7 17 24 H Generandes 3 -1 4 3 2 0 1 4 H Generalima -37 41 -78 -78 0 0 -78 -78 H ENIA -227 -1,343 1,116 1,116 0 0 1,116 1,116 H EOCA -25 -62 37 22 37 0 0 37 H CHIA (2) -24 136 -160 -158 0 -160 0 -160 Peru Amé- ricas Equity value Proportional Equity Value Argentina Brazil Colombia Country Business Asset Enterprise Value (EV) Net Financial Debt (1) J -


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DCF Valuation Valuation range for ENIA, EOCA and CHIA Sensitized analysis for the equity value of ENIA (USD million) Sensitized analysis for the equity value of EOCA (USD million) Sensitized analysis for the equity value of CHIA (USD million) 1 ____________________ (1) It considers a dividend distribution to the shareholders of CHIA of CLP 120,000 million, which, as informed by the management of CHIA, will be submitted for approval of the shareholders of CHIA in the same Extraordinary Shareholders’ Meeting that will vote for the Merger J -


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Multiples Valuation Valuation results by asset 2 ____________________ Gx: generation; Dx: distribution; Tx: transmission; H: holding company Net financial debt + other financial liabilities as of June 2016, according to the information given by the Company (1) It considers a dividend distribution to the shareholders of CHIA of CLP 120,000 million, which, as informed by the management of CHIA, will be submitted for approval of the shareholders of CHIA in the same Extraordinary Shareholders’ Meeting that will vote for the Merger J -


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Sensitized analysis for the equity value of ENIA (USD million) Sensitized analysis for the equity value of EOCA (USD million) Sensitized analysis for the equity value of CHIA (USD million) Multiples Valuation Valuation range for ENIA, EOCA and CHIA 2 ____________________ (1) It considers a dividend distribution to the shareholders of CHIA of CLP 120,000 million, which, as informed by the management of CHIA, will be submitted for approval of the shareholders of CHIA in the same Extraordinary Shareholders’ Meeting that will vote for the Merger J -


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Sum of the parts valuation summary of ENIA, EOCA and CHIA Using the average of both methodologies used, the sum of the parts valuation of ENIA, EOCA and CHIA (before market discounts) results in a price per share of CLP 126, CLP 317 and CLP 461, respectively ____________________ Source: Bolsa de Comercio de Santiago (1) It considers a dividend distribution to the shareholders of CHIA of CLP 120,000 million, which, as informed by the management of CHIA, will be submitted for approval of the shareholders of CHIA in the same Extraordinary Shareholders’ Meeting that will vote for the Merger (2) Exchange rate CLPUSD 650.80 (3) As of July 20, 2016 (4) Source: Bolsa de Comercio de Santiago Current market price is distorted by the Proposed Transaction CHIA share has low liquidity, therefore the price may not reflect its market capitalization Traded amount during 2016(4): CLP 24 million J -


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4 ANALYSIS OF THE PROPOSED TRANSACTION’S TERMS Estimation of exchange ratios of the Proposed Transaction J -


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Estimation of the Merger’s exchange ratios Exchange ratios based on the DCF valuation ____________________ Tax compensations of USD 149 million, amount that EOC Chile and Chilectra Chile incurred as tax expenses during the first phase of the Proposed Transaction. The parties have agreed that this compensation shall be included in the exchange ratios and the amount shall be evenly distributed among the parties based on the participations of ENIA, EOCA and CHIA in ENIA post Merger Regarding the exchange ratio of ENIA shares for CHIA shares, as informed by the Company’s management, an adjustment to the exchange ratio from 5.0 to 4.0 will be submitted for consideration of ENIA’s Board of Directors on August 5, 2016. Such adjustment is in accordance with the potential distribution of CLP 120 billion dividend by CHIA to its shareholders, which is subject to approval by CHIA’s shareholders at the extraordinary shareholders’ meeting to vote on the Merger Exchange ratios based on the Multiples valuation According to the average of both methodologies used, the exchange ratios are estimated at (i) 2.55 ENIA shares for each EOCA share and (ii) 3.67 ENIA shares for each CHIA share Estimated exchange ratios J -


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Sensitized analysis of the exchange ratios for EOCA shares Sensitized analysis of the exchange ratios obtained through DCF valuation Sensitized analysis of the exchange ratios obtained through Multiples valuation A sensitized analysis was performed for the exchange ratios obtained based on both methodologies The sensitized analysis measured the impact on the exchange ratio of a 15% increase of the equity value of a particular asset, maintaining the rest of the assets at their base equity valuations Below is the result for the most relevant assets Based on the sensitized analysis performed and the methodologies used, the estimated exchange ratios of ENIA shares for EOCA shares are in the range between 2.46 and 2.67 J -


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Sensitized analysis of the exchange ratios for CHIA shares Sensitized analysis of the exchange ratios according to DCF Sensitized analysis of the exchange ratios according to Multiples A sensitized analysis was performed for the exchange ratios obtained based on both methodologies The sensitized analysis measured the impact on the exchange ratio of a 15% increase of the equity value of a particular asset, maintaining the rest of the assets in their base equity valuations Below is the result for the most relevant assets Based on the sensitized analysis performed and the methodologies used, the estimated exchange ratios of ENIA shares for CHIA shares are in the range between 3.57 and 3.78 J -


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4 ANALYSIS OF THE PROPOSED TRANSACTION’S TERMS Analysis of the Proposed Transaction’s terms J -


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Impact on ENIA of the Proposed Transaction’s terms in respect of EOCA ____________________ Exchange rate of CLPUSD of 650.80. ENIA’s market capitalization: of USD 8,708 million as of July 20, 2016 ENIA’s share price (CLP 115.5 as of July 20, 2016). The exchange ratio of 2.8 is adjusted to be net of the tax compensations that ENIA agreed to compensate EOC and Chilectra through the exchange ratios EOCA share price is estimated at CLP 289 The TO offering price (CLP 289 per share) is slightly below EOCA’s estimated price per share Current ENIA’s market discount (8.7%) Discount of 1.3% Premium of 9.7% CLP 29 per share Implicit premium of USD 145 million (CLP 29 per EOCA's minority shareholder's shares, net of tax compensations) 1.66% of ENIA’s market capitalization(1) Impacts on ENIA (CLP) (2) Assuming that all of the minority shareholders of EOCA participate in the Merger, the Proposed Transaction would have an implicit cost for ENIA estimated at USD 145 million (1.66% of ENIA’s market capitalization(1)). The offering TO price is slightly below EOCA’s estimated shares price J -


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Premium of 8.9% CLP 38 per share Implicit premium of USD 0.6 million (CLP 38 per CHIA's minority shareholders’s shares, net of tax compensations) 0.01% of ENIA’s market capitalization(2) (3) CHIA share price is estimated at CLP 421 Impact on ENIA of the Proposed Transaction’s terms in respect of CHIA(1) ____________________ Regarding the exchange ratio of ENIA shares for CHIA shares, as informed by the Company’s management, an adjustment to the exchange ratio from 5.0 to 4.0 will be submitted for consideration of ENIA’s Board of Directors on August 5, 2016. Such adjustment is in accordance with the potential distribution of CLP 120 billion dividend by CHIA to its shareholders, which is subject to approval by CHIA’s shareholders at the extraordinary shareholders’ meeting to vote on the Merger Exchange rate of CLPUSD of 650.80. ENIA’s market capitalization: of USD 8,708 million as of July 20, 2016 ENIA’s share price (CLP 115.5 as of July 20, 2016). The exchange ratio of 4.0 is adjusted to be net of the tax compensations that ENIA agreed to compensate EOC and Chilectra through the exchange ratios Impacts on ENIA (CLP) Assuming that all of the minority shareholders of CHIA participate in the Merger, the Proposed Transaction would have an implicit cost for ENIA estimated at USD 0.6 million (0.01% of ENIA´s market capitalization(2)) Current ENIA’s market discount (8.7%) J -


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Impact on ENIA of the Proposed Transaction’s terms ____________________ ENIA’s market capitalization: of USD 8,708 million as of July 20, 2016 Equivalent to 1.67% of ENIA’s market capitalization(1) Implicit cost for ENIA (USD million) Assuming that all of the minority shareholders of EOCA and CHIA participate in the Merger, the Proposed Transaction would have an implicit cost for ENIA estimated at USD 145 million (1.67% of ENIA’s market capitalization(1)) J -


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5 CASH FLOW AND MARKET CONSIDERATIONS OF THE PROPOSED TRANSACTION Impact on EBITDA J -


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Impact on ENIA of potential synergies as a result of the Proposed Transaction Based on the efficiency plan estimated by ENIA during the first and second phases of the Proposed Transaction, the same could produce savings on operational expenses at ENIA’s holding level. The NPV of such savings for ENIA is estimated at USD 48 million During the first phase of ENI’s corporate reorganization, ENI presented an efficiency plan for the coming years The efficiency plan identified savings in staff & services expenses at ENIA’s holding level for an amount in regime (year 2019) of USD 4 million (pre tax) As informed by the Company, such savings come as a result of a centralized management, including, among other: A decrease in administration, finance and control expenses Savings on purchase processes For this Report, it is assumed that such efficiency plan remains valid, in particular for the savings identified at ENIA’s holding level Additional synergies in operational costs as a result of the absorption of EOCA and CHIA have been estimated by the Company (savings in intercompany contracts, board expenses and others such as stock market expenses) The savings as a result of operational efficiencies are assumed beginning in year 2017 and are estimated at USD 4.5 million in regime (pre tax) In sum, the savings in regime (year 2019) are estimated at USD 8.5 million (pre tax) Considerations and assumptions ____________________ Source: the Company and Credicorp Capital Annual in regime savings (year 2019) calculated based on 2015 figures (constant exchange rate as of 2014), as provided by the Company. After tax figures according to Chilean corporate tax regime Considers a WACC of 8.18% Savings trend Net present value (NPV) of efficiencies(2) Year in regime USD million, after tax USD million (1) J -


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5 CASH FLOW AND MARKET CONSIDERATIONS OF THE PROPOSED TRANSACTION Tax impacts J -


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Tax impacts on ENIA The NPV of tax impacts on ENIA as a result of the Proposed Transaction (additional to the tax compensations included in the exchange ratios) are estimated at a cost of USD 17 million ____________________ Source: the Company and Credicorp Capital The tax impacts for ENIA as a result of the Proposed Transaction are the following: Savings on tax compensations: savings obtained by including the tax compensations within the exchange ratios as opposed to ENIA indemnifying EOC Chile and Chilectra Chile in full (if the Proposed Transaction is not executed) Tax costs generated in Peru as a result of the Merger: tax costs generated by the increase in market value of the Peruvian assets (proportional to the ownership that ENIA will have in ENIA post Merger) Badwill as result of absorption of CHIA: corresponds to the badwill that will be produced in ENIA post Merger as result of the absorption of CHIA by ENIA (proportional to the ownership that ENIA will have in ENIA post Merger) J -


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5 CASH FLOW AND MARKET CONSIDERATIONS OF THE PROPOSED TRANSACTION Holding discount considerations J -


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Potential reduction of the holding discount of ENIA by the absorption of EOCA, subsidiary with high liquidity ENIA CHIA EOCA Holding company Small Float equivalent to 0.91% of the ownership Not significant liquidity levels Accumulated traded volume during 2016 is CLP 24 million(2) ____________________ Average Daily Trading Volume. Source: Bloomberg. It was calculated between the day the companies begun trading (April 21, 2016) and July 20, 2016 Source: Bolsa de Comercio de Santiago Due to the Merger, the holding discount of ENIA could be reduced as a result of the absorption of EOCA, subsidiary with relevant liquidity levels, which might be already incorporated in the market price of ENIA Potential reduction of holding discount of ENIA as a result of the absorption of EOCA, listed subsidiary with high liquidity Assuming the market sees a high probability to the Merger’s execution, the potential reduction of the holding discount might be already incorporated in the market price of ENIA, thus, if the Merger is not executed, the holding discount between ENIA and EOCA could increase The holding discount might be generated by the following factors: Structural subordination of cash flows generated by operative subsidiaries Direct access to listed operative subsidiaries with high liquidity levels Complexity of the holding structure and the decision making process Difference in liquidity levels between the holding company and its listed subsidiaries Asset / operative subsidiaries Direct ownership of ENIA in operative subsidiaries Potential saving of holding discount 99.09% 59.98% Holding company Relevant Float equivalent to 40.02% of the ownership Relevant liquidity levels with an ADTV(1) of USD 2.7 million J -


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Holding discounts in the Chilean Market Holding Company Listed subsidiaries Antarchile Copec, Colbún Almendral Entel ENI Chile EOC Chile, Chilectra Chile IAM Aguas Andinas Quiñenco Banco de Chile, CSAV, CCU, SAAM, Techpack Holding discounts evolution in Chile (January 2013 to date) Chilean Holdings with Listed Subsidiaries(1) Current holding discounts in Chile ____________________ Source: Credicorp Capital, Bloomberg and SVS. Data as of July 20,2016 The following holdings were not considered: Pampa Calichera (holding company of SQM), Invercap (holding company of CAP) and Campos Chilenos (Holding company of Iansa) Administration and sales expenses are not considered in the calculation Holding discounts in Chile range from IAM (10%), holding company with low diversification and complexity, to Quinenco (36%) and Antarchile (43%), holding companies with higher diversification and lower liquidity 42.6% 35,7% 29.9% 10.1% 13.8% (2)   Media Max. Min. Current           IAM 11.5% 34.9% 3.4% 10.1% ENI Chile 12.2% 16.4% 2.8% 13.8% Almendral 21.3% 31.4% 9.7% 29.9% Quiñenco 36.0% 48.3% 22.7% 35.7% Antarchile 40.7% 45.7% 34.1% 42.6%           Media 24.4% 35.3% 14.5% 26.4% Median 21.3% 34.9% 9.7% 29.9% J -


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Exercise regarding the impact on ENIA of a potential reduction on ENIA’s holding discount Actualizar datos manualmente Current ownership structure of ENIA Calculation of the potential reduction in holding discount between ENIA and EOCA ENIA EOCA Assets / Operative subsidiaries Direct participation of ENIA in operative subsidiaries 59.98% Potential reduction in the holding discount of ENIA ____________________ Price of EOCA share estimated in this Report Considers exchange rate USDCLP of 650.8 As of July 20, 2016 Estimated value of EOCA (CLP 289 / share(1)) Participation of ENIA in EOCA (59.98%) Potential increase in holding discount if the Merger is not executed (between 0% y 10%) Potential impact on the value of ENIA = USD 0 – 218 million(2) Between 0 and 2.5% of the ENIA’s market capitalization(3) Based on the exercise above and assuming that, in case the Merger is not successful, the potential increase in the holding discount of ENIA would be similar to the holding discount of IAM, the potential savings in holding discount for ENIA are estimated to be between USD 0 and 218 million In terms of ENIA's market capitalization, the potential saving is equivalent to be between 0% and 2.5%(3) For the purpose of this exercise, it is assumed that ENIA’s incremental holding discount (if the Merger is not executed) could be between 0% and 10% (similar of that of IAM) of ENIA’s interest in EOCA’s equity value. The potential increment is estimated to be between USD 0 and 218 million J -


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5 CASH FLOW AND MARKET CONSIDERATIONS OF THE PROPOSED TRANSACTION Stock liquidity considerations J -


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ENIA's float size post Proposed Transaction ENIA’s market capitalization post Merger (USD million) Post Proposed Transaction and subject to EOCA’s shareholders participation to the TO, ENIA's float size is estimated to be between USD 3,431 million (current level) and 4,893 million ____________________ Considers an exchange rate USDCLP of 650.8 As of July 20, 2016 Assumes that if ENIA acquires any shares from its shareholders exercising their withdrawal right, those shares would be re-placed in the market Actualizar datos manualmente Scenario 1: Increased float size Minority shareholders of ENIA, EOCA and CHIA do not use their withdrawal right and EOCA's shareholders do not participate in the TO 1 Scenario 2: Equal float size All minority shareholders of EOCA participate in the TO 2 Ownership structure of ENIA post Merger Current market discount for ENIA share (8.7%) Free float ~USD 4,893 million Assumes that ENIA’s market capitalization will not change significantly from its current value if: 40.0% of EOCA’s shareholders participate in the TO ENIA acquires 40.0% of EOCA with available cash (funds raised through the 2012 capital increase) Current market capitalization of ENIA USD 8,708 million(1) Free float ~USD 3,431 million (2) Market cap: USD 10,172 mm Market cap: USD 8,708 mm J -


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Stock liquidity perspectives of ENIA and EOCA in the Chilean market Stock liquidity of the largest companies in Chile(2) Stock liquidity based on float size and ADTV (USD million) of the largest companies in Chile(3) Based on proforma estimations, after the Proposed Transaction ENIA will keep its place as one of the most liquid companies in Chile. If the Proposed Transaction is not successful, it is expected that EOCA keeps its place as one of the 20 largest companies by float size, with reasonable ADTV(1) levels for the Chilean market ____________________ Source: Bloomberg. Data as of July 20, 2016. Exchange rate USDCLP of 650.8 Average Daily Trading Volume considers the last twelve month (LTM). For ENIA and EOC Chile, calculations were made using data since March 1, 2016 (date of the Spin-off). For ENI Chile and EOCA calculations were made using data since April 21, 2016 (date when those companies started trading) The size of the circle represents the market capitalization ADTV for ENIA post Merger was calculated assuming a constant ADTV/Float ratio ENIA post Merger (2nd scenario) ENIA post Merger (1st scenario) J -


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Stock liquidity of the main power utilities companies in LatAm(2) Stock liquidity based on float size and ADTV (USD million) of the main LatAm power utilities companies(3) Considering LatAm peer companies trading and ENIA’s current (and proforma post Merger) float and ADTV(1) levels, at ENIA’s liquidity levels there is no observable correlation between liquidity and multiple valuation Stock liquidity perspectives of ENIA and EOCA in respect of LatAm power utilities companies ENIA post Merger (1st scenario) ENIA post Merger (2nd scenario) ____________________ Source: Bloomberg. Data as of July 20, 2016. Exchange rate USDCLP of 650.8 Average Daily Trading Volume considers the last twelve month (LTM). For ENIA and EOC Chile, calculations were made using data since March 1, 2016 (date of the Spin-off). For ENI Chile and EOCA calculations were made using data since April 21, 2016 (date when those companies started trading) The size of the circle represents the market capitalization ADTV for ENIA post Merger was calculated assuming a constant ADTV/Float ratio J -


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5 CASH FLOW AND MARKET CONSIDERATIONS OF THE PROPOSED TRANSACTION Credit rating considerations J -


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Criteria ENIA Asset size USD 15,278 million(2) Market diversification (EBITDA 2016E proportional)(1)   Business mix (EBITDA 2016E proportional)(1)   Credit metrics NFD(3)/EBITDA: 0.89x(2) NFD3)/Net worth: 0.29x(2) Credit risk profile considerations for ENIA ____________________ Figures based on 2016E estimates provided by the Company Figures as of March 2016. Source: financial statements of the Company NTD stands for net financial debt Source: the Company. Corresponds to the estimated increase in ENIA’s controlling net income for the year 2016 BBB Baa3 BBB - The Proposed Transaction could have a positive impact on ENIA’s credit profile as a result of a closer approximation to the operating subsidiaries, a greater access to cash flows, the removal of structural subordination risk and an increase of scale in terms of assets International Local AA- - - AA- Current risk ratings Potential impact of the Proposed Transaction on ENIA’s credit profile ENIA’s credit profile The Proposed Transaction could generate the following positive impacts on ENIA’s credit profile: Closer approximation to the operating subsidiaries: as a result of the Proposed Transaction, ENIA will consolidate EOCA’s and CHIA’s ownership over its operating subsidiaries, obtaining a greater autonomy and efficiency in managing such subsidiaries, in particular in respect of their financial policies Greater access to cash flows: through the Merger ENIA will reduce the minority interests in its operating subsidiaries, increasing its controlling net income and its access to cash flows at the holding level. Post Merger, the controlling net income of ENIA is expected to increase from 52% to 64%(4) Removal of structural subordination risk: as a result of the Proposed Transaction, ENIA will absorb the holdings EOCA and CHIA, thus removing the risk over time of any indebtedness of EOCA and CHIA materially subordinating ENIA’s creditors Greater scale: the Proposed Transaction will result in ENIA increasing its scale in terms of assets, potentially increasing its float size and liquidity in the capital markets It is worth mentioning that if the TO is for a relevant amount it could undermine ENIA’s cash position, potentially affecting ENIA’s credit profile J -


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Potential impact on ENIA due to an improvement of its indebtedness cost post Merger Post Merger, ENIA could improve its credit profile resulting in a positive impact on the cost of its structural indebtedness. Assuming that its indebtedness cost improves between 0 and 50 bps (per year), the positive impact on ENIA is estimated between USD 0 and 76 million Sensitized analysis of the impact of a decrease in ENIA’s cost of debt on ENIA’s valuation Considerations and assumptions The Merger could produce a positive impact on ENIA’s credit profile potentially improving its long-term indebtedness cost, thus reducing its weighted average cost of capital (WACC) To sensitize such an impact on ENIA, it is assumed that ENIA’s indebtedness cost could improve in a range from 0 to 50 bps Impact on ENIA’s valuation post Merger attributable to ENIA USD million J -


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6 STRATEGIC CONSIDERATIONS OF THE PROPOSED TRANSACTION J -


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Strategic considerations of the Proposed Transaction for ENIA (1/2) Strategic benefits of the Proposed Transaction Alignment of interest over subsidiaries Increased efficiency in decision-making processes Direct access to cash flows 1 2 3 Simplification of the Company's structure ENIA CHIA EOCA 60.0% 99.1% Current corporate structure(1) Post Merger corporate structure(1) Hid. El Chocón Edesur Cachoeira Dorada Ampla Energía Emgesa Codensa Edegel Edelnor ____________________ This structure only shows some of the operative assets in each country The new corporate structure will eliminate cross-shareholding participations ENIA Hid. El Chocón Edesur Cachoeira Dorada Ampla Energía Emgesa Codensa Edegel Edelnor J -


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Strategic considerations of the Proposed Transaction for ENIA (2/2) Alignment of interest over subsidiaries Increased efficiency in decision-making processes Direct access to cash flows 1 2 3 ENIA would be the only LatAm holding (ex Chile) for Gx, Dx y Tx investments Clarity for shareholders regarding investment policies Participation in assets under the same controlling shareholder ____________________ Simplified ownership structure. Edegel has a 4% stake in Enel Brasil Source: The Company. Corresponds to ENIA’s expected net income increase for 2016 Moving towards a lean organization among shareholders à multiple layers are inefficient Elimination of potential conflicts of interest between companies and management teams Time and cost savings regarding decision-making processes (only one Board of Directors) Greater access to cash flows due to significant reduction of minority interests along subsidiaries Lean ownership structure with direct access to operating subsidiaries Elimination of cross-shareholding participations ENIA EOCA Emgesa Edegel ENIA Emgesa Edegel 21.1% 21.6% Edegel example: ENI, rather than EOC (which maintained a 62.5% stake in Edegel), acquires a 21.1% stake in Edegel Emgesa example: ENI gave its Emgesa voting rights to EOC, so that the latter could reflect the control on its consolidation 62.5% 26.9% 60.0% 48.5% 83.6% Post Merger structure ENIA EOCA Ampla Energia CHIA Enel Brasil(1) (holding) 60.0% 11.3% 50.9% 37.1% 99.1% 99% ENIA Post Merger structure Ampla Energia Enel Brasil(1) (holding) 99% ~100% Ampla Energia example: Post Merger, Enel Brasil would be the only investment vehicle, providing efficiencies on Ampla Energia most relevant decisions Currently, ENIA, EOCA and CHIA shareholders have low visibility of non-consolidated subsidiaries Post Merger, it is expected that ENIA’s net income increases from 52% to 64%(2) J -


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ANNEX K

MERGER TERMS AND CONDITIONS

This Annex K is a free English translation and should not be construed as being identical in content to the original Spanish document, which will prevail in the event of any discrepancy with the English translation.


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Terms and conditions of merger by “absorption” of Endesa Américas S.A. and

Chilectra Américas S.A. into Enersis Américas S.A.

In accordance with the provisions of Article 155, item (a) of the Chilean Companies Regulations, this document contains the terms and conditions of the proposed merger between Enersis Américas S.A. (“Enersis Américas”), Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A. (“Chilectra Américas”), by which (i) Enersis Américas, as “absorbing” entity, will acquire its subsidiary companies Endesa Américas and Chilectra Américas; Endesa Américas and Chilectra Américas would be dissolved without need for winding-up; and (iii) Enersis Américas would succeed to all their rights and obligations(the “Merger”). This document, along with other documentation specified in Law No. 18,046, the Chilean Companies Act, (the “Companies Act”), its Regulations and General Regulation No. 30 of the Superintendence of Securities and Insurance (“SVS”), must be approved by the respective shareholders at extraordinary shareholders’ meetings of each of the aforesaid companies.

 

Surviving company:

  

Enersis Américas, a publicly held corporation registered in the Securities Register of the SVS under No. 175, Tax ID 94.271.000-3, organized by notarial instrument dated June 19, 1981, executed at the Notary Office in Santiago by Mr. Patricio Zaldívar Mackenna. An excerpt of said instrument is registered on page 13,099 No. 7,269 of the Commercial Register of Santiago for the year 1981 and was published in the Diario Oficial on July 23, 1981.

 

Disappearing companies:   

(a) Endesa Américas, a publicly held corporation registered in the Securities Register of the SVS under No. 1138, Tax ID 76.536.351-9, organized by notarial instrument dated January 11, 2016, executed at the Notary Office in Santiago by Mr. Pedro Sadá Azar. An excerpt of said instrument is registered on page 4,284 No. 2,568 of the Commercial Register of Santiago for the year 2016 and was published in the Diario Oficial on January 20, 2016.

 

(b) Chilectra Américas, a publicly held corporation registered in the Securities Register of the SVS under No. 1137, Tax ID 76.532.379-7, organized by notarial instrument dated December 24, 2015 executed at the Notary Office in Santiago by Mr. Osvaldo Pereira González. An excerpt of said instrument is registered on page 916 No. 473 of the Commercial Register of Santiago for the year 2016 and was published in the Diario Oficial on February 22, 2016.

 

Merger type:

  

Enersis Américas would merge by “absorption” with its subsidiary companies Endesa Américas and Chilectra Américas, which would be dissolved without winding-up. Enersis Américas would succeed to all the rights and obligations of Endesa Américas and Chilectra Américas.

 

Subject to the terms and conditions set forth below, all actions, procedures and formalities set out in the Companies Act and its Regulations for approval of the Merger will be carried out by the shareholders at each of the extraordinary meetings of shareholders of the merging companies. Moreover, and prior to the approval of the Merger, the shareholders at the aforementioned extraordinary shareholders’ meetings must approve, in accordance with the terms of Title XVI of the Companies Act, the related parties transaction aspect (“RPT”) of the Merger proposal.

 

The shareholders’ meetings of the merging companies will be held on the same date.

The minutes from each of the Merger meetings shall be converted into their own notarial instrument, and an extract shall be prepared for each of these notarial instruments.

 

 

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Objectives and expected benefits:   

The objectives and expected benefits of the Merger for each of Enersis Américas, Endesa Américas and Chilectra Américas include the following:

 

(a) It will be possible to align all investment interests in both generation and distribution in Latin America.

 

(b) Shareholders will benefit from a simpler structure with greater visibility, eliminating cross-holdings.

 

(c) Greater efficiency and agility will be obtained for decision-making processes along with a reduction in costs and elimination of potential conflicts of interest.

 

The above objectives and expected benefits are without prejudice to any other objectives and expected benefits that each of the entities participating in the Merger may present to its shareholders and the marketplace, in accordance with law.

 

Background of the Merger   

The following form part of the background of the proposed Merger:

 

(a) The commitment by Enel S.p.A. (“Enel”), the controlling stockholder of Enersis Américas, as set forth in a letter dated November 23, 2015, and subject to the completion of the corporate reorganization (of which the Merger is part), in summary, consisting of: (i) the negotiation of a joint venture agreement to invest in non-conventional renewable energy production projects with Endesa Chile S.A. (“Endesa Chile”); and (ii) the commitment that while Enel Iberoamérica S.L. remains the majority shareholder of Enersis Américas and Enersis Chile, these companies will be the Enel Group’s sole investment vehicles in South America and Chile, respectively, in the fields of generation, distribution and sale of electric energy, except for renewable energy investments developed by Enel or any other company within the Enel group as of such date, taking into account what has been previously set forth in subparagraph (i) above.

 

(b) The commitment by Enersis Américas that, unless significant adverse supervening events advise against it from a corporate interest point of view, Enersis Américas will conduct a public tender offer (oferta pública de adquisición de valores) (the “OPA”) for all of the shares and American Depository Receipts (ADRs) of Endesa Américas not owned by Enersis Américas for a price of Ch$ 300 per share, subject to the terms and conditions that will be disclosed at the time the OPA is made.

 

(c) Enersis América’s declared intention to negotiate in good faith the terms of an agreement with Endesa Chile, under which Enersis Américas will indemnify Endesa Chile for certain duly verified tax costs incurred by Endesa Chile as a result of the spin-off of Endesa Américas, to be compensated by Enersis Américas.

 

Conditions precedent:   

The Merger would be subject to the fulfillment of the following conditions precedent (hereinafter, the “Conditions Precedent”):

 

(A) (i) That the withdrawal rights exercised by the shareholders of Enersis Américas in connection with the Merger do not exceed 10% of the issued voting shares of said corporation; and moreover that the withdrawal rights of Enersis Américas shareholders do not result in any shareholder exceeding the maximum shareholding concentration limit of 65% of the shares of Enersis Américas as of the deadline to exercise merger dissenters’ withdrawal rights, considering, for such purposes, the number of shares into which the new share capital of Enersis Américas to be

 

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approved will be divided in accordance with the section titled “Capital Increase” in this document;

 

(ii) That the withdrawal rights exercised by the shareholders of Endesa Américas in connection with the Merger do not exceed 10% of the voting shares issued for each company; or

 

(iii) That the withdrawal rights exercised by the shareholders of Chilectra Américas in connection with the Merger do not exceed 0.91% of the voting shares issued for each company.

 

(B) If one or more of the events described in numerals (i), (ii) or (iii) above occurs within the 60 days of the date of the respective shareholders’ meetings that approve the merger, the shareholders of each of the merging companies may agree at a subsequent shareholders’ meeting that the merger will take effect notwithstanding the effects resulting from the occurrence of any one of said events.

 

Amendments to the bylaws of the surviving company:   

The bylaws of Enersis Américas will be amended with the sole purpose of (a) changing the name of the company to Enel Américas S.A., and it will be clarified that it is a publicly traded company; (b) changing the company’s corporate purpose in order to incorporate Enersis Américas related companies and affiliates as potential recipients of its services; (c) increasing its capital stock in accordance with the section titled “Capital Increase” in this document; and (d) nullifying all transitory provisions in the bylaws due to expiration of their applicable period and adding a new Transitory Article One concerning the status of subscription and payment of capital stock after the Merger.

 

Additionally, new consolidated bylaws of Enersis Américas will be executed which will include the amendments set forth above.

 

Significant changes after the closing date of the post-merger pro-forma statement of financial position:

 

   Shareholders, at the respective shareholders’ meetings deciding on the Merger, will be informed of any significant changes to their asset, liability or equity accounts that have occurred after the closing date of the post-merger unaudited pro-forma consolidated statement of financial position included in the respective appraisal report.
Capital increase:   

For purposes of the Merger, a proposal will be made to the shareholders of Enersis Américas to approve a capital increase (the “Capital Increase”) in the amount of Ch$ 1,046,470,167,544, through the issuance of 9,232,202,625 new registered shares of a single series and with no par value, which will be fully subscribed and paid through the incorporation of the equity of the companies that are being absorbed. For purposes of this subscription and payment, there will be included shareholding capital that Enersis Américas currently owns both in Endesa Américas and Chilectra Américas (“Current Shares”), which such shares will become ineffective as a result of the Merger.

 

Merger exchange ratio:   

The appraisal reports prepared by Mr. Pablo D’Agliano, Colin Becker and Emilio Venegas Valenzuela, all issued on August 5, 2016, commissioned by the boards of directors of Enersis Américas, Endesa Américas and Chilectra Américas, respectively, were reviewed.

 

 

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A proposal will be made for the shareholders of Endesa Américas to receive 2.8 new shares of Enersis Américas for each share of Endesa Américas they hold; and for the shareholders of Chilectra Américas to receive 4 new shares of Enersis Américas for each share of Chilectra Américas they hold.

 

Date on which the Merger will take effect:   

Upon satisfaction of the Conditions Precedent the agents appointed by the Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas shall grant a single declaratory public deed, notifying about the compliance with said Precedent Conditions; said public deed shall be titled “Deed of Compliance with Merger Conditions”. The Merger shall take effect as of the first day of the calendar month following the month in which the aforementioned Deed of Compliance with Merger Conditions is granted. The foregoing is without prejudice to timely compliance with the registration in the relevant Commercial Registry and publication in the Official Gazette of the corresponding extracts, either prior to or after granting the Deed of Compliance with Merger Conditions. Once the Merger has entered into effect, it will be timely informed to the SVS and to the market as an essential fact.

 

Effects of the Merger:   

The Merger, subject to the resolutions of the shareholders at the respective extraordinary shareholders’ meetings deciding on the Merger, will produce the following effects:

 

(a) Incorporation into Enersis Américas of all equity (assets and liabilities) of Endesa Américas and Chilectra Américas, with Enersis Américas succeeding to all their rights and obligations.

 

(b) For the purposes of the provisions of Article 69 of the Tax Code, Enersis Américas, in its capacity as surviving company and legal successor of Endesa Américas and Chilectra Américas, will be liable and will undertake to pay all taxes owed now or in the future by Endesa Américas and Chilectra Américas, according to the termination of business activities balance sheets to be prepared by Endesa Américas and Chilectra Américas under the code cited above.

 

(c) Endesa Americas and Chilectra Americas will be dissolved by operation of law on the date on which the Merger takes effect, in accordance with the provisions contained herein, and this dissolution will occur without need for winding-up, since their shareholders will become shareholders of Enersis Américas.

 

(d) the bylaws of Enersis Américas will be amended as described in the section titled “Amendments to the bylaws of the surviving company” above.

 

(f) An account will be given of the resolutions concerning related party transactions referred to in Title XVI of the Companies Act carried out since the last shareholders’ meeting, pursuant to Article 147 item 3 of the Companies Act.

 

(g) The shareholders at the extraordinary shareholders’ meetings will request the Board of Directors of Enersis Américas, upon execution of the Deed of Compliance with Merger Conditions, and as soon as possible, to issue the shares from the capital increase of the Merger and request the registration of the shares (i) in the Securities Register of the SVS; and (ii) on any stock exchanges where Enersis Américas shares are traded.

 

 

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Registration of shares with the SVS, the Securities and Exchange Commission and with stock exchanges:   

Upon execution of the Deed of Compliance with Merger Conditions, and as soon as possible, the Board of Directors of Enersis Américas will issue the shares from the capital increase of the Merger and request the registration of the shares (i) in the Securities Register of the SVS; (ii) with the Securities and Exchange Commission of the United States of America; and (iii) on any stock exchanges where Enersis Américas shares are traded.

 

Assignment and exchange:   

The Board of Directors of Enersis Américas shall assign the new shares and update its shareholder ledger at midnight of the day prior to the date on which the Merger becomes effective, considering for this purpose the shareholders registered in the shareholder ledgers of Endesa Américas and Chilectra Américas on that date, and any duly executed conveyances, transfers, and transmissions of shares that may have been submitted to Endesa Américas and Chilectra Américas prior to the Merger and that may not yet have been finalized and recorded in the corresponding shareholder ledger.

 

The “Current Shares”, which will be rendered without effect once the Merger becomes effective, shall be excluded from this assignment.

 

Notwithstanding that the allocation of the new shares will occur as described above, the actual merger exchange ratio of the new share certificates of Enersis Américas for the share certificates issued by Endesa Américas and Chilectra Américas will be carried out after registration of the new shares of Enersis Américas in the Securities Registry of the SVS and in any stock markets in which the Enersis Américas shares are traded.

 

The actual exchange will take place as of the date agreed by the Board of Directors of the surviving company, and it will be reported to the shareholders by publication of a prominent notice at least once in the newspaper in which the notices for shareholders’ meetings of the surviving company are to be published. After the date of the actual exchange, the share certificates of Endesa Américas and Chilectra Américas issued up to that date will be null and void, and their shareholders shall deliver the share certificates to Enersis Américas, which will destroy them. On that same date, stock of Endesa Américas and Chilectra Américas will also cease to be traded on the respective stock markets.

 

Merger dissenters’ withdrawal rights:   

If the Merger is approved, any dissenting shareholders will have the merger dissenters’ withdrawal rights, which they may exercise within 30 days from the date of the respective Merger meeting. Dissenting shareholders will be considered to be those who, at the Merger meeting, oppose the resolution adopted therein, or those who do not attend the Merger meeting but who express their dissent in writing to the respective company, as appropriate, within the aforementioned 30-day period.

 

The price per share payable to shareholders who, in accordance with the law, are dissenting with respect to the Merger will be calculated as provided in the Companies Act, its Regulations, and the rules to such effect issued by the SVS, considering whether or not the shares of the respective company involved in the Merger have stock market presence:

 

(a) If the shares of the respective company have stock market presence, the price payable will be the weighted average of the stock transactions of the share during the 60 trading days falling between the thirtieth and the ninetieth trading day before the

 

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date of the extraordinary shareholders’ meeting of the respective company at which the Merger was approved.

 

(b) If the stock of the respective company does not have stock market presence, the book value will be paid, which will be calculated by dividing the equity of the respective company by the total number of subscribed and paid shares of that company, using the figures in the last balance sheet filed with the SVS, adjusted to the date of the extraordinary shareholders’ meeting of the respective company at which the Merger was approved, in accordance with the variation in index-linked units (UFs) between the closing date of the balance sheet used and the date of the aforesaid meeting, pursuant to Article 132, item 4, and Article 130 of the Chilean Companies Regulations.

 

Procurement of control:   

The corporations involved in the proposed Merger are now under common control, and therefore there would be no change in control for the corporations absorbed as a result of the Merger.

 

Matters to be submitted to the consideration of the shareholders:   

At the extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas, as appropriate, resolutions must first be adopted on the RPTs and then on the Merger proposal. Specific matters to be submitted for consideration of the shareholders of each of the corporations involved in the Merger, in each case are as follows:

 

I. Related party transaction (RPT). Shareholders must first approve, pursuant to the terms of Title XVI of the Companies Act, the related party transaction aspect of the Merger proposal, taking into account the background documentation made available to them in accordance with the Companies Act.

 

II. Merger. After Item I above is approved, in accordance with the terms of Title IX of the Companies Act and paragraph 3 of Title IX of the Chilean Companies Regulations, shareholders must approve the Merger proposal and the terms and conditions of the Merger and the background, which will be as follows:

 

a.      The background information that serves as foundation for the Merger, according to the applicable legislation, consists of: (i) this document, containing the terms and conditions of the proposed Merger, drawn up in accordance with article 155(a) of the Chilean Companies Regulations, and which also contains the objectives and expected benefits of the Merger; (ii) the financial statements of Enersis Américas, Endesa Américas, and Chilectra Américas as of June 30, 2016, duly audited by the corresponding external audit firms; (iii) the expert reports prepared by Messrs. Pablo D´Agliano, Colin Becker, and Emilio Venegas Valenzuela, all of them issued on August 5, 2016, and commissioned by the boards of directors of Enersis Américas, Endesa Américas, and Chilectra Américas, respectively.

 

b.      The Merger will be subject to fulfillment of the Conditions Precedent.

 

c.      Within ten days following the satisfaction of the Conditions Precedent, the agents appointed by the Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas will execute the “Deed of Compliance with Merger Conditions.”

 

The Merger shall take effect as of the first day of the calendar month following the month in which the aforementioned Deed of Compliance with Merger Conditions is granted. The foregoing is without prejudice to

 

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timely compliance with the registration in the relevant Commercial Registry and publication in the Official Gazette of the corresponding extracts, either prior to or after granting the Deed of Compliance with Merger Conditions. Once the Merger has entered into effect, it will be timely informed to the SVS and to the market as an essential fact.

 

d.      The Enersis Américas capital shall increase by the amount of Ch$ 1,046,470,167,544, through the issuance of 9,232,202,625 new registered shares, of the same series and without par value, which will be subscribed and paid through the incorporation of the equity corresponding to the shareholders of the companies that are being absorbed, excluding for the purposes of this subscription and payment the shareholding capital which Enersis Américas currently owns both in Endesa Américas and Chilectra Américas by owning Current Shares, which will become ineffective as a result of the Merger.

 

e.      A merger exchange ratio of 2.8 shares of Enersis Américas for each share of Endesa Américas and 4 shares of Enersis Américas for each share of Chilectra Américas will be proposed without considering fractions of shares (e.g. shareholders will receive a whole number of shares resulting from the application of the applicable merger exchange ratios, compensating each shareholder with an amount of cash corresponding to the fraction of shares, but may not lose their rights as shareholders due to the share exchange). The shares of Enersis Américas which are not assigned as a result of the above may be offered to third parties as if they were owned by the company in accordance with the Chilean Companies Regulations.

 

f.       The name of the Company shall be changed to Enel Américas S.A, and it will be clarified that is a publicly traded company.

 

g.      The corporate purpose of Enersis Américas shall be changed in order to permit related companies and affiliates of Enersis Américas to be potential recipients of its services, and a formal amendment of the text shall be drafted to that effect.

 

h.      The following articles of the bylaws of Enersis Américas will be amended, with the sole purpose of increasing the capital stock, changing its corporate purpose and changing its name as indicated in items d, f and. g. above:

 

i.       Amendment of Article One, stating the new name of the Company, i.e., Enel Américas S.A., clarifying that it is a publicly traded company;

 

ii.      Amendment of Permanent Article Four, in order to insert in the first paragraph a comma (,) between the terms “extranjero” and “la exploración” and to replace under the letter d) the terms “empresas filiales” with “empresas relacionadas, filiales y coligadas”;

 

iii.    Amendment of Article Five, indicating the capital increase of Enersis Américas resulting from the Merger and the issuance of new registered shares of a single series and with no par value; and

 

iv.     Nullification of all transitory provisions in the bylaws due to expiration of their applicable period and addition of a new Transitory Article One concerning the status of subscription and payment of capital stock after the Merger.

 

 

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i.       The amendments to the bylaws set forth in h. above shall be adopted.

 

j.       For the purposes of the provisions of article 69 of the Tax Code, Enersis Américas, in its capacity as continuing company and legal successor of Endesa Américas and Chilectra Américas, shall be liable and shall be required to pay all the taxes owed or that may be owed by Endesa Américas and Chilectra Américas, according to the final balance sheets that Endesa Américas and Chilectra Américas must prepare by virtue of the aforementioned legal provision.

 

k.      The Board of Directors of Enersis Américas shall assign the new shares and update its shareholder ledger at midnight of the day prior to the date on which the Merger becomes effective, considering for this purpose the shareholders registered in the shareholder ledgers of Endesa Américas and Chilectra Américas on that date, and any duly executed conveyances, transfers, and transmissions of shares that may have been submitted to Endesa Américas and Chilectra Américas prior to the Merger and that may not yet have been finalized and recorded in the corresponding shareholder ledger.

 

The current shares, which will be rendered without effect once the Merger becomes effective, shall be excluded from this assignment.

 

l.       Agree on any other matters that the shareholders may deem appropriate with respect to the proposed Merger, and fully authorize the board of directors of Enersis Américas to grant all the powers of attorney that it may deem necessary, especially those necessary to legalize, effectuate, and carry out the Merger agreements and any other agreements adopted.

 

IV. Information on other related party transactions. Report to shareholders about any agreements on other related party transactions within the meaning of Title XVI of the LSA, other than the Merger, held during the period since the last shareholders’ meeting of Endesa Américas, indicating the directors that approved them.

 

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ANNEX L

AMENDED AND RESTATED BYLAWS OF ENEL AMÉRICAS S.A.

This Annex L is a free English translation and should not be construed as being identical in content to the original Spanish document, which will prevail in the event of any discrepancy with the English translation.


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AMENDED AND RESTATED BYLAWS

OF ENEL AMÉRICAS S. A.

CHAPTER ONE

Name, Domicile, Duration and Objects

Article 1: A publicly held corporation is hereby established that shall be called “Enel Américas S.A.”, (the “Company”) governed by these bylaws and, on those matters omitted, by the legislation and regulation applicable to this type of corporation.

Article 1 bis: Notwithstanding the preceding Article, the Company is subject to the provisions of Decree Law No. 3,500 and its amendments.

Article 2: The Company’s address shall be in the city of Santiago and agencies or branches may be opened in other parts of the country or abroad.

Article 3: The life of the Company is indefinite.

Article 4: The objects of the Company shall be the exploit in Chile or abroad the exploration, development, operation, generation, distribution, transmission, transformation, and/or energy sale in any of its forms or nature, directly or through other companies, as well as telecommunication activities and the provision of engineering consultancy services in the country and abroad. It shall also be its object to invest and manage its investments in its subsidiary and affiliate generation, transmission, distribution or electricity trading companies, or any other subsidiary and affiliate companies whose business is related to any of the following: (i) energy in any of its forms or nature; (ii) supply of public utilities or which have electric energy as their main component; (iii) telecommunications and computer science, and (iv) intermediation business through the Internet. In meeting its main objects, the Company shall carry out the following functions:

 

(a) Promote, organize, constitute, modify, dissolve or liquidate companies of any kind whose objects are allied or related to those of the Company.

 

(b) Propose the investment, financing and trading policies to its subsidiary companies, as well as the accounting systems and criteria to be followed.

 

(c) Supervise the management of its subsidiary companies.

 

(d) Provide its related companies, and subsidiary and affiliate companies with financial resources necessary for their businesses and provide management services for its related parties, subsidiaries and affiliate companies; financial, commercial, technical and legal advice; auditing services and generally any kinds of service seeming necessary for their best performance.

Apart from its main objects and acting always within the limits set out in the Investment and Financing Policy approved by a Shareholders’ Meeting, the Company may invest in:

 

(1) The acquisition, exploitation, construction, rental, management, commercialization and disposal of all kinds of real estate directly or through subsidiary or affiliate companies.

 

(2) All kinds of financial assets including shares, bonds and debentures, commercial papers and in general all kinds of securities and holdings in companies, directly or through subsidiary or affiliate companies.

CHAPTER TWO

Capital and Shares

Article 5: The capital of the Company amounts to Ch$ 4,621,809,179,093 divided into 58,324,975,387 common and nominative shares, all of the same series and with no par value, which are entered and paid in the manner described in the First Transitory Article of these bylaws.

 

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Article 5 bis: No person shall directly or through other related persons hold more than 65% of the capital with voting rights of the Company or a higher percentage which the law may allow for holding a concentration factor of 0.6. The minority shareholders should hold at least 10% of the capital with voting rights and at least 15% of the capital with voting rights should be held by over one hundred unrelated shareholders each of whom shall hold a minimum equivalent to one hundred Unidades de Fomento in shares, according to the value at which they appear in the latest balance sheet. Minority shareholders and related persons shall be understood as defined in current legislation.

Article 6: Shares shall be registered and their subscription shall be recorded in writing in the manner determined under current legislation and regulations. Their transfers and transmission shall be in accordance with those regulations. Payment for subscribed shares may be in cash or other tangible or intangible assets.

Article 7: The Company shall not recognize fractions of shares. Should one or more shares belong jointly to various parties, the co-owners shall all be obliged to provide a power of attorney to act before the Company.

Article 8: Unpaid balances of subscribed shares shall be adjusted in the same proportion as changes in the value of the Unidad de Fomento.

Article 9: Shareholders are only responsible for the payment of their shares and are not obliged to return to the Company the amounts of any benefits they might have received as a benefit. In the case of the transfer of subscribed and unpaid shares, the transferor shall be liable severally with the transferee for its payment, and notice must be recorded on the certificate of the share payment conditions.

Article 9 bis: The withdrawal rights that a Pension Fund Manager may exercise in the cases foreseen in Article 107 of Decree Law No. 3,500 of 1980 shall be subject to the following special conditions: a) the withdrawal right may be exercised from the date of publication of the decision of the Risk Classification Committee which withdraws its approval of the shares of the Company, and the term for exercising such right and for payment of the share price in accordance with paragraph 2 of Article 71 of Law No.18,046 shall run from that date, and b) the value of the share which the Company shall pay to the Pension Fund Manager exercising its withdrawal rights, shall be calculated in accordance with the relevant Articles of Supreme Decree No.587 dated August 4, 1982 of the Ministry of Finance, known as Corporation Regulations. However, should the shares have a market quotation, the value per share shall be the greater of the average weighted price in its market trading during the six months prior to the date of the withdrawal of approval decision of the Risk Classification Committee causing the withdrawal, duly adjusted for inflation in line with changes in the Consumer Price Index between the day of each transaction and the date of that decision, and the market value on that day defined as the average price of transactions on the stock market. The higher value so calculated shall be applicable only if it be greater than that determined in accordance with the provisions of the said Corporations Regulations and, in the case of shares having no market quotation, the date of the withdrawal of approval decision of the Risk Classification Committee shall be considered as the date for calculating the book value.

Article 10: Private agreements between shareholders relating to shares disposal, shall be registered with the Company and made available to other shareholders and interested third parties and reference shall be made to them in the Shareholders Register. If this procedure is not followed, such agreements shall be not opposable to third parties. Such agreements shall not affect the obligation of the Company to register without further formality the transfers that are presented, in accordance with the law.

Article 11: The Shareholders Register, the details to be stated on share certificates and the procedure in the case of lost or mislaid certificates, shall comply with the pertinent legal rules and regulations.

 

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CHAPTER THREE

Administration

Article 12: The Company shall be administered by a Board of Directors composed by seven re-eligible members who may or may not be shareholders of the Company.

Article 13: Members of the Board of Directors shall be elected by the Ordinary Shareholders’ Meeting. The Board of Directors shall remain for a period of three years at the end of which it shall be completely renewed or re-elected.

Article 14: Board of Directors’ meetings shall be constituted with the absolute majority of the Directors and decisions shall be taken by the absolute majority of the Directors present with voting rights. In the case of a tied vote, the person presiding the meeting shall decide.

Article 14 bis: All acts or contracts entered into by the Company with its majority shareholders, its Directors or Executives or with parties related to these, shall be previously approved by two-thirds of the Board of Directors and appear in the corresponding minutes, subject to the provisions of Chapter XVI of Law No. 18,046.

Article 15: The Board of Directors shall meet at least once every month and whenever the Company’s business so requires. There shall be ordinary and extraordinary Meetings. The former shall be held on dates and times pre-established by the Board of Directors itself; the latter when especially convened by the Chairman himself or at the request of one or more Directors, in which case prior qualification by the President with respect to the need to hold such Meeting is required, except where the Meeting is requested by the absolute majority of all Board Members, in which case such Meeting may be held without any prior qualification. Extraordinary Meetings may only deal with those matters specifically included in the meeting notification. In the first session following the appointment of the Directors at an Ordinary Shareholders’ Meeting, the Board of Directors shall elect a Chairman and Vice-chairman to replace him in his absences, from amongst its members.

Article 16: The Directors shall be remunerated. The Ordinary Shareholders’ Meeting will set the amount of remuneration annually. The Chairman shall be entitled to receive twice the amount paid to each Director. The Vice-chairman shall be entitled to one and a half times the amount paid to each Director.

Article 17: The Board of Directors of the Company represents it judicially and extra-judicially and to comply with its objects which it shall not be necessary to demonstrate to third parties, has all the powers of administration and disposal which the Law or the bylaws do not reserve for the Shareholders’ Meeting, without the necessity to give it any special powers, even for those acts or contracts for which the law demands such. This does not impede actions appropriate to the Chief Executive Officer. The Board of Directors may delegate part of its powers to the Chief Executive Officer, Managers, Assistant Managers, Lawyers and senior executives of the Company, to one Director or to a Committee of Directors and to other persons for especially defined objectives.

Article 17 bis: In carrying out the powers set out in the preceding Article, the Board of Directors shall act always within the limitations set by the investment and financing policy approved at the Ordinary Shareholders’ Meeting in accordance with the terms of Article 119 of Decree Law No. 3,500 of 1980, and its amendments.

Article 18: The Company shall have a Chief Executive Officer who shall be appointed by the Board of Directors and shall be granted all the powers of a commercial agent and those expressly agreed by the Board of Directors. The position of Chief Executive Officer is incompatible with that of Chairman, Director, Auditor or Accountant of the Company.

 

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CHAPTER FOUR

Shareholders’ Meetings

Article 19: Shareholders shall meet in Ordinary and Extraordinary Meetings. The former shall be held once each year within four months following the balance sheet date to decide on matters of mutual interest without necessarily being mentioned in the respective meeting notification. The latter may be held at any time as required by the business to decide on any matter which the Law or these bylaws reserves for consideration by a shareholders meeting and provided these matters are stated in the respective meeting notification. Notifications of Ordinary and Extraordinary Meetings shall not be necessary when the whole number of validly issued shares is represented at the respective meeting. When an Extraordinary Meeting has to resolve on matters appropriate to an Ordinary Shareholders’ Meeting, its procedures and resolutions shall be subject, where appropriate, to the quorums applicable to the latter class of meetings.

Article 20: The following are matters for an Ordinary Meeting: 1) Examination of the situation of the Company and of the reports of accounting inspectors and external auditors and the approval or rejection of the annual report, balance sheet, financial statements and presentations prepared by the managers or liquidators of the Company; 2) The distribution of profits for each year and, especially, the dividend distribution; 3) The election or renewal of the members of the Board of Directors, of liquidators and of management inspectors; and 4) Generally, any matter of general interest which is not reserved for an Extraordinary Meeting. Ordinary Meetings shall appoint independent external auditors annually to examine the accounts, inventories, balance sheet and other financial statements, and to inform the following Ordinary Meeting in writing of its findings.

Article 20 bis: In addition to the terms of the preceding Article, the Ordinary Meeting shall be responsible for approving the investment and financing policy proposed by the management in the terms contemplated in Article 119 of Decree Law No. 3,500 of 1980 and its amendments. It shall also be the responsibility of the Ordinary Meeting to appoint annually the inspectors of accounts and their respective alternates, with the powers established in Article 51 of Law No.18,046.

Article 21: The following are matters for an Extraordinary Meeting: 1) The dissolution of the Company; 2) Transformation, merger, or division of the Company and amendments to its bylaws; 3) Bond and convertible debenture issuances; 4) The disposal of 50% or more of assets, with or without its liabilities, to be determined on the basis of the balance sheet for the previous financial year; and likewise, any business plan definition or amendment that involves the sale of assets above the aforementioned percentage. Likewise the sale or transfer of ownership of 50% or more of the assets of a subsidiary, provided that this represents at least 20% of the assets of the Company, and any disposal of its shares that implies that the parent company ceases to be its controller; 5) The granting of real or personal guarantees to secure third party obligations, unless granted to subsidiaries, in which case, the approval of the Board of Directors will be sufficient and; 6) Other matters which, by law, or by these bylaws, should be known by, and subject to the Shareholders’ Meetings. The matter referred to in items one, two, three and four may only be agreed upon in Meetings held before a Notary, who must certify that the Minutes of the Meeting is the true expression of what occurred and was agreed upon in the meeting

Article 21 bis: Notwithstanding the terms of the preceding Article, the following shall also be matters of an Extraordinary Meeting: a) The disposal of assets or rights of the Company which are declared essential for its business in the investment and financing policy, as well as the granting of guarantees over them; and b) The modification in advance of the investment and financing policy approved by the Ordinary Meeting.

Article 22: Meetings shall be convened by the Board of Directors of the Company and notifications shall be effected by means of a conspicuous advice which shall be published at least three times on different days in the newspaper within the Company’s legal area of residence, which the Meeting shall nominate. It shall also send a notification by mail to every shareholder at least 15 days prior to the date of the meeting, which should mention the matters for consideration at the meeting, as well as an explanation of the way full copies of the documents justifying the various options submitted to a vote can be obtained, if any, which should be made available to

 

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shareholders on the web site of the Company. The omission of this obligation shall not affect the validity of the notification, but the Directors, Liquidators and Managers of the Company at fault shall be responsible for any damage suffered by shareholders, irrespective of the administrative sanctions which the Superintendence of Securities and Insurance may apply. However, those meetings attended by the whole of the issued shares with voting rights may be self-convened and held validly even when the required formalities for notifications have not been complied with. All shareholder meetings must be informed to the Superintendence of Securities and Insurance at least 15 days in advance.

Article 23: Meetings are constituted with an absolute majority of shares with voting rights on the first notification, and with those present or represented, whatever their number, on the second notification, and resolutions shall be adopted by the absolute majority of the shares present or represented with voting rights. Notices of the second notification may only be published once the meeting subject to the first notification fails to convene, and in any case the new meeting should be convened within 45 days following the date fixed for the meeting not held. Meetings shall be presided by the Chairman of the Board of Directors or the person taking his place, and the Secretary of the Board of Directors of the Company, or the Chief Executive Officer in his absence, shall act as Secretary of the meeting.

Article 24: Resolutions of Extraordinary Shareholders’ Meetings which relate to modifications of the bylaws shall require the vote of two-thirds of the shares with voting rights.

Article 24 bis: As long as the Company remains subject to the terms contained in Chapter Twelve and other relevant parts of Decree Law No. 3,500, of 1980, as amended, any modification to the regulations set out in the First, Fifth, Ninth, Fourteenth, Seventeenth, Twentieth, Twenty-First, Twenty-Seventh and Thirty Seven Supplementary Articles and this Article, shall require the consenting vote of 75% of the issued shares with voting rights, in accordance with Article 121 of the said Decree Law No. 3,500.

Article 25: Only those shareholders registered in the Shareholders Register five days before the date for which the respective Meeting is convened, may participate in meetings and exercise their rights to speak and vote. Shareholders without voting rights, as well as the Directors and Managers who are not shareholders, may participate in General Meetings with a right to speak.

Article 26: Shareholders may be represented at meetings by another person even if such person is not a shareholder, notwithstanding that established in Article 45 bis of Decree Law No. 3,500. Proxies for such representations shall be given in writing for all the shares held by the owner on the date stated in the preceding Article.

Article 27: Shareholders shall have a right to one vote for each share they own or represent, and may accumulate or distribute them as they wish in any election.

Article 27 bis: Notwithstanding the contents of the preceding Article, no shareholder may exercise for his own account or on behalf of other shareholders, the right to vote for a percentage of subscribed shares with voting rights of the Company in excess of the maximum concentration permitted in the bylaws and must deduct any excess over this limit for this purpose. For calculating this percentage, the shares held by the shareholder shall be added to those of parties related to the former. Neither may any person represent shareholders who in aggregate hold more than the maximum concentration level permitted in the bylaws.

 

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CHAPTER FIVE

The Directors’ Committee and Audit Committee

Article 28: While the Company meets the equity and concentration requirements established in Article 50 bis, or that succeeding or replacing it, of Law No. 18,046, it shall be obliged to appoint an independent director and a Directors’ Committee. This Committee shall be governed in its formation, membership, functioning and powers by the provisions of the Chilean Companies Act and instructions on this subject issued by the Superintendence of Securities and Insurance.

Article 29: Notwithstanding the provisions of the preceding Article and while the Company is an issuer of securities duly registered with the New York Stock Exchange (NYSE) or any other American national stock exchange, the formation, membership, functioning and powers of the Directors’ Committee shall also be governed, where not to be contrary to Chilean law, by the obligatory provision for the so-called “Audit Committee” in the Sarbanes Oxley Act (SOX) of the United States of America and the instructions issued by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), or the organism or entity that definitively corresponds in accordance with the legislation of the United States of America. In case of a irreconcilable or irremediable conflict, disagreement or incompatibility between the provisions of Chilean and American legislation for the Directors’ Committee and the Audit Committee respectively, Chilean law shall prevail over foreign law, although the Board of Directors may call an Extraordinary Shareholders’ Meeting to amend the bylaws should this be necessary, and shall have the widest powers, acting within its powers, to solve such conflict, disagreement or incompatibility should this be possible, by the creation of new committees and/or sub-committees, as also the delegation of part of its powers in accordance with Article 40 of the Chilean Companies Act. The shareholders, directors and Board of Directors of the Company should ensure at all times that the agreements and policies adopted by it are compatible and harmonious with the provisions of both legislations.

Article 30: The Directors’ Committee shall be composed of three members, the majority of whom shall be independent according to the criteria and requirements established for this purpose in Article 50 bis of Law No. 18,046, both at the time of their appointment and during the whole period in which they perform as members of the Committee. Notwithstanding the above and complementing the provisions of Article 29 above, while the corporation is an issuer of securities duly registered on the NYSE or any other American national stock exchange, and in order to give strict compliance with the legal and regulatory requirements that the registration involves, all the members of the Directors’ Committee should also meet the criteria and requirements of independence prescribed for this purpose by the SOX, SEC and NYSE. Thus, no director who has been elected or appointed as a member of the Directors’ Committee may therefore have any link, interest or dependence with the corporation, whether economic, professional, credit or commercial, whatever the amount or nature, nor receive, directly or indirectly, any income, remuneration or compensation from the corporation or any of its subsidiaries which is not by concept nor has as the sole and exclusive source the duties performed as a member of the Board of Directors, as a member of the Directors’ Committee or as a member of any other committee or sub-committee of directors of the Company.

Article 31: The loss of independence which, according to the laws governing the Company and these bylaws, affects a member of the Committee, shall generate the following incapacity of the respective director to perform their duties as a director or member of the Directors’ Committee and therefore they should cease automatically in that position, notwithstanding their responsibility to the shareholders.

Article 32: The directors appointed as members of the Directors’ Committee shall remain as such for the period they were appointed as director and may only resign from this position when they resign as director or having acquired a following incapacity to perform the duties, in which case the provisions of the preceding Article shall apply. No director elected or appointed as a member of the Directors’ Committee may be excused from this election or appointment.

 

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Article 33: The meetings of the Directors’ Committee shall be validly constituted with the absolute majority of its members and its resolutions shall be adopted by the absolute majority of the members present. The Directors’ Committee should elect a Chairman from among its members, who shall have the casting vote in the event of a tied vote.

Article 34: The Committee shall have the powers and duties that have been expressly contemplated both in the laws and their regulations, as well as the rules issued for the purpose by the competent administrative authority, especially those stated in Article 50 bis of Law No. 18,046, and any other matter, mandate, power or duty commended to it by a shareholders or Board meeting.

Article 35: The deliberations, agreements and organization of the Directors’ Committee shall be governed, in everything applicable, by the regulations relating to the Board meetings of the Company.

CHAPTER SIX

Balance Sheet, Funds and Earnings

Article 36: As of December 31 of each year, a financial statement with the operations of the Company shall be prepared, and the Board of Directors shall present this to the Ordinary Shareholders’ Meeting together with a report analyzing the situation of the Company and the statement of income and the related report provided by the inspectors of accounts and external auditors. All these documents must reflect clearly the equity position of the Company at the close of the respective year and the profits obtained or losses suffered during the year.

Article 37: On a date no later than the first notification convening the Ordinary Shareholders’ Meeting, the Board of Directors should make available to each shareholder registered in the respective register a copy of the duly audited Financial Statements and Annual Report of the Company, including the reports of the external auditors and inspectors of accounts, and their respective notes. The duly audited balance sheet and statement of income and other information which the law or the Superintendence of Securities and Insurance requires, shall be published on the web site of the Company no less than ten days before the date on which the meeting to approve them is to be held. The annual report, balance sheet, inventories, minutes of Board and Shareholders’ Meetings, books and reports of inspectors, must be available to shareholders in the offices of the Company for 15 days prior to the date informed for the meeting. Should the balance sheet and statement of income be altered by the Meeting, the amendments, where corresponding, shall be made available to shareholders within 15 days following the date of the Meeting.

Article 38: Unless otherwise approved at the respective Meeting with the unanimous vote of the shares issued, a cash dividend shall be distributed annually to shareholders, pro rata to their shares, for at least 30% of the net income for each year. In any event, the Board of Directors may, under the personal responsibility of the Directors present at the respective approval, distribute interim dividends during the year as a charge against the profits of that year, provided that there are no accumulated losses. That portion of profits earnings not appropriated by the Meeting to dividends, may be capitalized at any time, subject to amending the bylaws through the issue of free shares or by increasing the nominal value of the shares, or be retained to meet possible dividend payments in following years.

CHAPTER SEVEN

Dissolution and Liquidation

Article 39: The dissolution of the Company shall occur in the cases foreseen in the Law. Dissolution in advance shall only be agreed at an Extraordinary Shareholders’ Meeting with the consenting vote of two-thirds of the issued shares with voting rights.

 

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Article 40: Once the Company is dissolved, the liquidation shall be performed by a Liquidation Committee formed by three people, shareholders or not, chosen by the Shareholders’ Meeting, and who shall have the powers, duties and obligations established in the law or regulations. If the Company is dissolved as a result of all the shares being held by one person through an uninterrupted period of at least ten days, liquidation shall be unnecessary.

Article 41: The liquidators shall convene an Ordinary Shareholders’ Meeting in the month of April each year to report on the state of the liquidation. Should the liquidation not be completed within two years, a new election of liquidators shall be made, the same persons being re-eligible. The position of liquidators is remunerated and the Ordinary Shareholders’ Meeting shall set the remuneration. The position of liquidator is revocable by an Ordinary or Extraordinary Shareholders’ Meeting. Liquidators shall be suspended from their positions by overriding legal incapacity or by their declaration of bankruptcy.

CHAPTER EIGHT

General Provisions

Article 42: The differences which may arise between the shareholders as such, or between them and the Company or its officers, either during its existence or its dissolution, will be solved by an arbitrator named by common accord between both parties, who will exercise the role as arbitrator in such a proceeding, and must decide according to Law. In the absence of such an agreement, the arbitrator shall be designated by Common Courts at the request of either party, in which case such nomination must be from attorneys who teach or who have taught for at least three consecutive years as Professors of Economic or Commercial Law in the Department of Law at the Universidad de Chile, Universidad Católica de Chile or Universidad Católica de Valparaíso. Notwithstanding the above, in the event of a conflict, the plaintiff may withdraw his recognition of the authority of the arbitrator, and submit to the jurisdiction of the Common Justice, a right that cannot be exercised by the directors, managers, administrators and senior executives of the Company, nor by those shareholders that individually hold, directly and indirectly, shares whose book or market value exceeds 5,000 Unidades de Fomento, according to the value of this unit on the date of presentation of the demand.

Article 43: On those matters omitted by these bylaws and in any matter not expressly foreseen in them, the provisions of Law No.18,046 shall apply, together with its amendments and regulations and relevant parts of Decree Law No. 3,500 in the case foreseen in Article 111 of that Decree Law.

Article 44: The Company will continue to be subject to Resolution No. 667 of the Honorable Resolution Commission (the former antitrust authority), dated as of October 30, 2002, on the understanding that (i) the restrictions imposed by it will not apply to the Company in respect of Enersis Chile S.A. and (ii) given that the companies will not participate in any way in relevant markets located in the Republic of Chile, the Company will be able to merge with Endesa Américas S.A. and Chilectra Américas S.A.

TRANSITORY ARTICLES

First Transitory Article: The capital of the Company amounts to four trillion, six hundred twenty one billion, eight hundred and nine million, one hundred seventy nine thousand and ninety three Chilean pesos ($4,621,809,179,093) divided by fifty eight billion, four hundred twenty four million nine hundred seventy five thousand, three hundred eighty seven (58,324,975,387) common and nominative shares, all of the same series and with no par value, which are entered and will be entered and are paid and will be paid in the following manner: (a) an amount of three trillion, five hundred seventy five billion, three hundred thirty nine million, eleven thousand, five hundred and forty nine Chilean pesos ($3,575,339,011,549) divided by forty nine billion, ninety two million, seven hundred seventy two thousand, seven hundred and sixty two (49,092,772,762) shares fully subscribed and paid; and (b) an amount of one trillion, forty six billion, four hundred seventy million, one

 

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hundred sixty seven thousand, five hundred forty four Chilean pesos ($1,046,470,167,544) divided by nine billion, two hundred thirty two million, two hundred two thousand, six hundred and twenty five (9,232,202,625) shares, that will be issued through the increase in capital agreed to at the extraordinary shareholders’ meeting that the Company held on September 28, 2016 (the “Merger Meeting”) that agreed and approved the merger subject to the fulfillment of the conditions precedents stipulated at the Merger Meeting. As a result of the merger, the Company, as the absorbing entity, will incorporate Endesa Américas S.A. and Chilectra Américas S.A., absorbing them and succeeding to all their rights and obligations (the “Merger’). The shares from the capital increase of the Merger will be subscribed and paid through the incorporation of the shares of the absorbed companies, excluding for effects of this subscription and payment the share capital which the Company owns in Endesa Américas S.A. and Chilectra Américas S.A. on the date of the Merger Meeting.

 

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ANNEX M

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2016 OF ENERSIS AMÉRICAS

The historical interim consolidated financial statements of Enersis Américas S.A. (“Enersis Américas”) as of June 30, 2016 have not been examined, audited or reviewed in accordance with either the standards of the American Institute of Certified Public Accountants (AICPA) or the standards of the U.S. Public Company Accounting Oversight Board (PCAOB). The historical interim consolidated financial statements are considered unaudited for purposes of the U.S. Securities and Exchange Commission. The historical unaudited interim consolidated financial statements are being filed herewith as Annex M because they have been made publicly available in Chile to shareholders under Chilean law in connection with the proposed merger of Endesa Américas S.A. and Chilectra Américas S.A. with and into Enersis Américas, with Enersis Américas surviving under the name “Enel Américas S.A.”


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Enersis Américas S.A. and its Subsidiaries

Unaudited Interim Consolidated Financial Statements as of June 30, 2016

 

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Index to the Unaudited Interim Financial Statements

 

Unaudited Interim Consolidated Financial Statements:       

Unaudited Interim Consolidated Statements of Financial Position as of June 30, 2016 and December 31, 2015

     M-3   

Unaudited Interim Consolidated Statements of Comprehensive Income for the six and three month periods ended June 30, 2016 and 2015

     M-5   

Unaudited Interim Consolidated Statements of Changes in Equity for the six month periods ended June 30, 2016 and 2015

     M-7   

Unaudited Interim Consolidated Statements of Direct Cash Flows for the six month periods ended June 30, 2016 and 2015

     M-9   

Notes to the Unaudited Interim Consolidated Financial Statements

     M-10   

 

Ch$

     Chilean pesos

US$

     U. S. dollars

UF

     The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.

ThCh$

     Thousands of Chilean pesos

ThUS$

     Thousands of U.S. dollars

 

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ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Financial Position

As of June 30, 2016 and December 31, 2015

(In thousands of Chilean pesos)

 

 

              06-30-2016      12-31-2015  
ASSETS    Note      (Unaudited)         
              ThCh$      ThCh$  

CURRENT ASSETS

        

Cash and cash equivalents

     6         1,113,569,619         1,185,163,344   

Other current financial assets

     7         142,620,909         68,262,446   

Other current non-financial assets

              89,840,199         101,989,057   

Trade and other current receivables

     8         1,189,121,678         1,088,131,567   

Current accounts receivable from related parties

     9         144,502,911         3,566,930   

Inventories

     10         75,897,505         95,057,897   

Current tax assets

     11         87,722,866         47,454,588   

Total current assets other than assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

   

     2,843,275,687         2,589,625,829   

Non-current assets or disposal groups held for sale or for distribution to owners

     5                  5,323,935,881   

TOTAL CURRENT ASSETS

          2,843,275,687         7,913,561,710   

NON-CURRENT ASSETS

                          

Other non-current financial assets

     7         609,738,969         489,528,204   

Other non-current non-financial assets

              88,622,505         77,562,708   

Trade and other non-current receivables

     8         350,128,561         398,695,864   

Non-current accounts receivable from related parties

     9         270,698         355,485   

Investments accounted for using the equity method

     12         31,241,693         30,960,445   

Intangible assets other than goodwill

     13         1,153,454,168         981,399,272   

Goodwill

     14         479,483,670         444,199,047   

Property, plant and equipment

     15         5,024,807,458         5,003,566,633   

Deferred tax assets

     16         137,434,192         109,325,023   

TOTAL NON-CURRENT ASSETS

              7,875,181,914         7,535,592,681   

TOTAL ASSETS

              10,718,457,601         15,449,154,391   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Financial Position

As of June 30, 2016 and December 31, 2015

(In thousands of Chilean pesos)

 

 

              06-30-2016      12-31-2015  
LIABILITIES AND EQUITY    Note      (Unaudited)         
              ThCh$      ThCh$  

CURRENT LIABILITIES

        

Other current financial liabilities

     17         819,420,506         687,873,508   

Trade and other current payables

     20         1,396,855,255         1,452,824,207   

Current accounts payable to related parties

     9         40,131,196         109,897,508   

Other current provisions

     21         103,068,360         127,299,176   

Current tax liabilities

     11         68,867,984         142,607,960   

Other current non-financial liabilities

              35,420,253         39,226,339   

Total current liabilities other than those associated with groups of assets for disposal classified as held for sale

   

     2,463,763,554         2,559,728,698   

Liabilities associated with disposal groups held for sale or for distribution to owners

     5         —           1,945,652,102   

TOTAL CURRENT LIABILITIES

        2,463,763,554         4,505,380,800   

NON-CURRENT LIABILITIES

        

Other non-current financial liabilities

     17         1,964,388,249         1,847,296,592   

Trade and other non-current payables

     20         293,476,435         283,544,254   

Other long-term provisions

     21         237,782,799         183,848,284   

Deferred tax liabilities

     16         226,689,740         231,904,615   

Non-current provisions for employee benefits

     22         206,274,254         187,270,474   

Other non-current non-financial liabilities

              19,085,817         20,100,992   

TOTAL NON-CURRENT LIABILITIES

  

     2,947,697,294         2,753,965,211   

TOTAL LIABILITIES

  

     5,411,460,848         7,259,346,011   

EQUITY

        

Issued capital

     23.1         3,575,339,010         5,804,447,986   

Retained earnings

              2,148,192,728         3,380,661,523   

Other reserves

     23.5         (1,976,890,178      (3,158,960,224

Equity attributable to shareholders of Enersis Américas

  

     3,746,641,560         6,026,148,285   

Non-controlling interests

     23.6         1,560,355,193         2,163,659,095   

TOTAL EQUITY

 

     5,306,996,753         8,189,808,380   

TOTAL LIABILITIES AND EQUITY

              10,718,457,601         15,449,154,391   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Comprehensive Income, by Nature

For the six and three month periods ended June 30, 2016 and 2015

(In thousands of Chilean pesos)

 

 

          For the six month periods ended,     For the three month periods ended,  

STATEMENT OF PROFIT OR (LOSS)

 

  Note  

06-30-2016

(Unaudited)

   

06-30-2015 (*)

(Unaudited)

   

06-30-2016

(Unaudited)

   

06-30-2015

(Unaudited)

 
    ThCh$     ThCh$     ThCh$     ThCh$  

Revenues

  24     2,372,703,395        2,326,408,562        1,158,322,090        1,155,438,464   

Other operating income

  24     192,623,824        273,377,059        141,467,192        140,687,232   

Revenues and Other Operating Income

        2,565,327,219        2,599,785,621        1,299,789,282        1,296,125,696   

Raw materials and consumables used

  25     (1,253,797,824     (1,354,621,833     (622,380,259     (711,024,080

Contribution Margin

        1,311,529,395        1,245,163,788        677,409,023        585,101,616   

Other work performed by the entity and capitalized

  3 a) 3d.1     28,356,711        31,370,216        14,837,384        18,589,958   

Employee benefits expenses

  26     (210,765,124     (235,948,555     (108,171,879     (118,509,874

Depreciation and amortization expense

  27     (156,418,639     (158,408,444     (80,364,108     (77,401,038

Impairment loss recognized in the period’s profit or loss

  27     (25,357,805     (21,055,862     (13,406,422     (11,192,526

Other expenses by nature

  28     (256,847,713     (259,738,453     (137,855,609     (125,058,470

Operating Income

        690,496,825        601,382,690        352,448,389        271,529,666   

Other gains (losses)

  29     244,906        634,877        2,889,656        623,420   

Financial income

  30     94,269,058        135,398,929        47,431,421        94,857,658   

Financial costs

  30     (273,722,881     (185,034,745     (111,530,836     (91,260,458

Share of profit (loss) of associates accounted for using the equity method

  12     1,587,758        2,772,325        901,171        2,449,451   

Foreign currency exchange differences

  30     1,193,234        (5,583,256     (9,135,682     (7,242,064

Profit (losses) from indexed assets and liabilities

  30     (419,802     (3,105,519     (237,112     (3,546,942

Income from continuing operations, before taxes

        513,649,098        546,465,301        282,767,007        267,410,731   

Income tax expenses, continuing operations

  16     (161,250,646     (182,683,107     (103,074,543     (99,642,264

NET INCOME FROM CONTINUING OPERATIONS

        352,398,452        363,782,194        179,692,464        167,768,467   

Income after tax from discontinued operations

  5.1.II.iii     115,130,387        97,358,857        1,228,150        62,288,424   

    NET INCOME

      467,528,839        461,141,051        180,920,614        230,056,891   

    Net income attributable to:

                                   

Shareholders of Enersis Américas

        268,568,018        288,007,544        92,130,910        134,933,109   

Non-controlling interests

  23.6     198,960,821        173,133,507        88,789,704        95,123,782   

NET INCOME

      467,528,839        461,141,051        180,920,614        230,056,891   

    Basic earnings per share

                                   

Basic earnings per share from continuing operations

  Ch$/Share     3.88        4.16        1.85        1.62   

Basic earnings per share from discontinued operations

  Ch$/Share     1.59        1.70        0.03        1.12   

Basic earnings per share

  Ch$/Share     5.47        5.87        1.88        2.75   

Weighted average number of shares of common stock

  Thousands     49,092,772.76        49,092,772.76        49,092,772.76        49,092,772.76   

Diluted earnings per share

                                   

Diluted earnings per share from continuing operations

  Ch$/Share     3.88        4.16        1.85        1.62   

Diluted earnings per share from discontinued operations

  Ch$/Share     1.59        1.70        0.03        1.12   

Diluted earnings per share

  Ch$/Share     5.47        5.87        1.88        2.75   

Weighted average number of shares of common stock

  Thousands     49,092,772.76        49,092,772.76        49,092,772.76        49,092,772.76   

 

(*) Results from Chilean operations presented as discontinued operations and other comprehensive income (See Note 5.1).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-5


Table of Contents

ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Comprehensive Income, by Nature (continued)

For the six and three month periods ended June 30, 2016 and 2015

(In thousands of Chilean pesos)

 

 

            For the six month periods ended,      For the three month periods ended,  
OTHER COMPREHENSIVE INCOME   Note    

06-30-2016

(Unaudited)

ThCh$

   

06-30-2015 (*)

(Unaudited)

ThCh$

    

06-30-2016

(Unaudited)

ThCh$

   

06-30-2015

(Unaudited)

ThCh$

 

Net Income

  

    467,528,839        461,141,051         180,920,614        230,056,891   

    Components of other comprehensive income that will not be reclassified subsequently to profit or loss, before taxes

   

                                

Gain (loss) from defined benefit plans

    22.2b        (8,688,325     —           (8,688,325     —     

Other comprehensive income that will not be reclassified subsequently to profit or loss

   

    (8,688,325     —           (8,688,325     —     

    Components of other comprehensive income that will be reclassified subsequently to profit or loss, before taxes

                                        

Foreign currency translation gains (losses)

            180,792,987        (243,173,564      191,530,639        112,111,350   

Gains (losses) from available-for-sale financial assets

            850,653        (567,731      83,393        (302,268

Share of other comprehensive income from associates and joint ventures accounted for using the equity method

            (14,085,388     147,178         (263,281     147,833   

Gains (losses) from cash flow hedge

            18,454,210        (52,416,617      8,866,383        (20,661,873

Adjustments from reclassification of cash flow hedges, transferred to profit or loss

            4,645,415        4,141,202         (148,538     2,224,109   

Other comprehensive income that will be reclassified subsequently to profit or loss

   

    190,657,877        (291,869,532      200,068,596        93,519,151   

Components of other comprehensive income, before taxes

   

    181,969,552        (291,869,532      191,380,271        93,519,151   

    Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

    

                                

Income tax related to defined benefit plans

            2,965,488        —           2,965,488        —     

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

    

    2,965,488        —          2,965,488        —    

    Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

    

                                

Income tax related to cash flow hedge

            (6,023,539     12,820,167         (2,837,162     4,776,838   

Income tax related to available-for-sale financial assets

            —          (1,031      4        136   

Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

    

    (6,023,539     12,819,136         (2,837,158     4,776,974   

Total Other Comprehensive Income

  

    178,911,501        (279,050,396      191,508,601        98,296,125   

TOTAL COMPREHENSIVE INCOME

 

    646,440,340        182,090,655         372,429,215        328,353,016   

    Comprehensive income attributable to

                                        

Shareholders of Enersis Américas

  

    427,403,290        79,138,853         246,363,764        217,712,652   

Non-controlling interests

  

    219,037,050        102,951,802         126,065,451        110,640,364   

TOTAL COMPREHENSIVE INCOME

  

    646,440,340        182,090,655         372,429,215        328,353,016   

(*) Results from Chilean operations presented as discontinued operations and other comprehensive income (See Note 5.1).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-6


Table of Contents

ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Changes in Equity

For the six month periods ended June 30, 2016 and 2015

(In thousands of Chilean pesos)

 

 

Statements of Changes in Equity  

Issued

Capital

   

Share

Premium

    Changes in Other Reserves    

Retained

Earnings

   

Equity

Attributable

to

Shareholders

of Enersis
Américas

   

Non-controlling

Interests

   

Total

Equity

 
     

Reserve for

Exchange

Differences

in
Translation

   

Reserve

for

Cash

Flow

Hedges

   

Reserve

for

Gains

and

Losses for

Defined

Benefit

Plans

   

Reserve

for

Gains and

Losses on

Remeasuring

Available-

for-Sale

Financial

Assets

   

Other

Miscellaneous

Reserves

   

Amounts

recognized
in other
comprehensive
income and
accumulated

in equity
related to

non-current
assets or

groups of
assets for

disposal
classified as

held for
sale (1)

    Other
Reserves
         

Equity at beginning of period 1/1/2016

    5,804,447,986        —          (418,992,914     (9,826,557     —          (167,739     (2,628,536,018     (101,436,996     (3,158,960,224     3,380,661,523        6,026,149,285        2,163,659,095        8,189,808,380   

Changes in equity

                                                                                                       

Comprehensive income: (Unaudited)

                                                                                                       

Profit (loss) (Unaudited)

                                                                            268,568,018        268,568,018        198,960,821        467,528,839   

Other comprehensive income (Unaudited)

                    161,299,327        3,395,773        (4,232,664     321,451        (127,415     (1,821,200     158,835,272                158,835,272        20,076,229        178,911,501   

Comprehensive income (Unaudited)

                                                                                    427,403,290        219,037,050        646,440,340   

Dividends (Unaudited)

                                                                            (81,949,701     (81,949,701     (182,545,254     (264,494,955

Increase (decrease) from other distribution to owners (Unaudited)

    (2,229,108,976                                             915,743,914        103,258,196        1,019,002,110        (1,414,854,448     (2,624,961,314     (639,795,698     (3,264,757,012

Increase (decrease) from other changes (Unaudited)

    —          —          —          —          4,232,664        —          —          —          4,232,664        (4,232,664     —          —          —     

Total changes in equity (Unaudited)

    (2,229,108,976     —          161,299,327        3,395,773        —          321,451        915,616,499        101,436,996        1,182,070,046        (1,232,468,795     (2,279,507,725     (603,303,902     (2,882,811,627

Equity at end of period 06/30/2016 (Unaudited)

    3,575,339,010        —          (257,693,587     (6,430,784     —          153,712        (1,712,919,519     —          (1,976,890,178     2,148,192,728        3,746,641,560        1,560,355,193        5,306,996,753   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-7


Table of Contents
                   Changes in Other Reserves                              
Statement of Changes in Equity  

Issued

Capital

    Share
Premium
    Reserve for
Exchange
Differences
in
Translation
   

Reserve

for
Cash

Flow
Hedges

    Reserve
for
Gains
and
Losses
for
Defined
Benefit
Plans
   

Reserve

for
Gains

and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets

    Other
Miscellaneous
Reserves
   

Amounts

recognized
in other
comprehensive
income and
accumulated

in equity
related to

non-current
assets or

groups of
assets for

disposal
classified as

held for
sale

    Other
Reserves
    Retained
Earnings
    Equity
Attributable
to
Shareholders
of Enersis
Américas
    Non-controlling
Interests
   

Total

Equity

 

Equity at beginning of period 1/1/2015

    5,804,447,986        —          35,154,874        (69,404,677     —          14,046        (2,619,970,627     —          (2,654,206,384     3,051,734,445        6,201,976,047        2,077,242,699        8,279,218,746   

Changes in equity

       

Comprehensive income (Unaudited)

                                                                                                       

Profit (loss) (Unaudited)

                                                                            288,007,544        288,007,544        173,133,507        461,141,051   

Other comprehensive income (Unaudited)

                    (187,334,364     (21,321,141     —          (213,186     —          —          (208,868,691             (208,868,691     (70,181,705     (279,050,396

Comprehensive income (Unaudited)

                                                                                    79,138,853        102,951,802        182,090,655   

Dividends (Unaudited)

                                                                            (122,031,673     (122,031,673     (89,840,826     (211,872,499

Increase (decrease) from other changes (Unaudited)

    —          —          —          —          —          —          (652,632     —          (652,632     —          (652,632     777,945        125,313   

Total changes in equity (Unaudited)

    —          —          (187,334,364     (21,321,141     —          (213,186     (652,632     —          (209,521,323     165,975,871        (43,545,452     13,888,921        (29,656,531

Equity at end of period 06/30/2015 (Unaudited)

    5,804,447,986        —          (152,179,490 )       (90,725,818     —          (199,140     (2,620,623,259     —          (2,863,727,707     3,217,710,316        6,158,430,595        2,091,131,620        8,249,562,215   

 

(1) See Note 5.1.II.ii

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-8


Table of Contents

ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Cash Flows, Direct

For the six month periods ended June 30, 2016 and 2015

(In thousands of Chilean pesos)

 

 

            For the six month periods
ended,
 
Statements of Direct Cash Flows   Note    

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 

    Cash flows from (used in) operating activities

     

    Types of collection from operating activities

                       

Collections from the sale of goods and services

            3,765,011,065        4,272,577,726   

Collections from royalties, payments, commissions, and other income from ordinary activities

            20,379,912        17,194,824   

Collections from premiums and services, annual payments, and other benefits from policies held

            10,221,739        8,104,240   

Other collections from operating activities

            195,132,973        344,500,918   

    Types of payment in cash from operating activities

                       

Payments to suppliers for goods and services

            (1,890,406,909     (2,372,420,889

Payments to and on behalf of employees

            (244,089,250     (285,869,652

Payments on premiums and services, annual payments, and other obligations from policies held

            (8,705,284     (14,661,471

Other payments for operating activities

            (802,799,318     (925,485,954

    Cash flows from operating activities

                       

Income taxes paid

            (279,949,761     (312,257,287

Other outflows of cash

            (40,072,744     (40,773,892

Net cash flows from operating activities

            724,722,423        690,908,563   

    Cash flows from (used in) investing activities

                       

Cash flows from the loss of control of subsidiaries or other businesses

    6.d        —          6,639,653   

Other collections from the sale of equity or debt instruments belonging to other entities

            204,841,478        218,239,481   

Other payments to acquire equity or debt instruments belonging to other entities

            (259,207,107     (220,590,653

Other payments to acquire stakes in joint ventures

            —          (2,295,000

Loans to related companies

            (22,315     —     

Proceeds from the sale of property, plant and equipment

            15,230,409        7,100   

Purchases of property, plant and equipment

            (301,334,375     (621,018,144

Purchases of intangible assets

            (106,154,587     (115,314,105

Payments from future, forward, option and swap contracts

            (3,921,792     (2,342,493

Collections from future, forward, option and swap contracts

            6,353,243        8,062,035   

Collections from related companies

            33,096,816        —     

Dividends received

            916,602        5,236,063   

Interest received

            41,789,443        29,765,506   

Other inflows (outflows) of cash

            (9,443,640     6,307,226   

Net cash flows used in investing activities

            (377,855,825     (687,303,331

    Cash flows from (used in) financing activities

                       

Payments from changes in ownership interests in subsidiaries that do not result in loss of control

            —          (2,374,346

Payments to acquire treasury shares

            (1,804,507     —     

Total proceeds from loans

            461,575,018        182,979,268   

Proceeds from long-term loans

            338,061,762        43,637,133   

Proceeds from short-term loans

            123,513,256        139,342,135   

Loans from related companies

            71,070,731        —     

Payment on borrowings

            (320,409,669     (214,313,507

Payments on financial lease liabilities

            (9,634,327     (9,602,214

Payments on loans to related companies

            (70,338,379     —     

Dividends paid

            (368,865,295     (532,035,365

Interest paid

            (128,397,449     (142,858,007

Other outflows of cash

    6.e        (198,696,900     (13,978,913

Net cash flows from (used in) financing activities

            (565,500,777     (732,183,084

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

            (218,634,179     (728,577,852

    Effect of exchange rate changes on cash and cash equivalents

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

            2,778,609        (9,541,910

Net increase (decrease) in cash and cash equivalents

            (215,855,570     (738,119,762

Cash and cash equivalents at beginning of period

    6.c       1,329,425,189        1,704,775,193   

Cash and cash equivalents at end of period

    6.c       1,113,569,619        966,655,431   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-9


Table of Contents

ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

Contents    Page  

1.       THE GROUP’S ACTIVITIES AND FINANCIAL STATEMENTS

     M-13   

2.       BASIS OF PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

     M-13   

2.1    Accounting principles

     M-13   

2.2    New accounting pronouncements

     M-14   

2.3     Responsibility for the information, judgments and estimates provided

     M-17   

2.4    Subsidiaries

     M-18   

2.4.1 Changes in the scope of consolidation

     M-18   

2.4.2 Consolidated companies with an economic equity interest of less than 50%

     M-19   

2.5     Investments in associates and joint arrangements

     M-19   

2.6    Investmetn in joint arrangements

     M-19   

2.6     Basis of consolidation and business combinations

     M-20   

3.      ACCOUNTING POLICIES APPLIED

     M-21   

a)      Property, plant and equipment

     M-21   

b)      Goodwill

     M-23   

c)       Intangible assets other than goodwill

     M-23   

c.1) Concessions

     M-24   

c.2) Research and development expenses

     M-24   

c.3) Other intangible assets

     M-25   

d)       Impairment of non-financial assets

     M-25   

e)      Leases

     M-26   

f)      Financial instruments

     M-27   

f.1) Financial assets other than derivatives

     M-27   

f.2) Cash and cash equivalents

     M-27   

f.3) Impairment of financial assets

     M-28   

f.4) Financial liabilities other than derivatives

     M-28   

f.5) Derivatives financial instruments and hedge accounting

     M-28   

f.6) Derecognition of financial assets and liabilities

     M-29   

f.7) Offsetting financial assets and liabilities

     M-30   

f.8) Financial guarantee contracts

     M-30   

g)      Measurement of fair value

     M-30   

h)       Investments accounted for using the equity method

     M-31   

i)       Inventories

     M-31   

j)        Non-current assets (or disposal groups) classified as held for sale or as held for distribution to owners and discontinued operations

     M-32   

k)      Treasury shares

     M-33   

l)       Provisions

     M-33   

l.1) Provisions for post-employment benefits and similar obligations

     M-33   

m)    Translation of balances in foreign currency

     M-34   

n)       Current/non-current classification

     M-34   

o)      Income taxes

     M-34   

p)       Revenues and expense recognition

     M-35   

q)      Earnings per share

     M-36   

r)      Dividends

     M-36   

s)      Share issuance costs

     M-37   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-10


Table of Contents
Contents    Page  

t)       Cash flow statement

     M-37   

u)      Interim financial statements

     M-37   

4.       SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS

     M-37   

a)      Regulatory framework

     M-37   

b)      Tariff Revisions:

     M-49   

5.       NON-CURRENT ASSETS OR DISPOSAL GROUPS HELD FOR SALE OR HELD FOR DISTRIBUTION TO OWNERS AND DISCONTINUED OPERATIONS

     M-54   

6.      CASH AND CASH EQUIVALENTS

     M-59   

7.      OTHER FINANCIAL ASSETS

     M-60   

8.      TRADE AND OTHER RECEIVABLES

     M-61   

9.       BALANCES AND TRANSACTIONS WITH RELATED PARTIES

     M-63   

9.1     Balances and transactions with related parties

     M-63   

a)       Receivables from related companies

     M-64   

b)       Accounts payable to related companies

     M-67   

c)       Significant transactions and effects on income/expenses:

     M-70   

9.2     Board of directors and key management personnel

     M-73   

a)       Accounts receivable and payable and other transactions

     M-73   

b)      Compensation for directors

     M-73   

c)       Guarantees established by the Company in favor of the directors

     M-76   

9.3    Compensation for key management personnel

     M-77   

a)       Remunerations received by key management personnel

     M-77   

b)       Guarantees established by the Company in favor of key management personnel

     M-78   

9.4    Compensation plans linked to share price

     M-78   

10.    INVENTORIES

     M-78   

11.    CURRENT TAX ASSETS AND LIABILITIES

     M-79   

12.     INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

     M-80   

12.1. Investments accounted for using the equity method

     M-80   

13.    INTANGIBLE ASSETS OTHER THAN GOODWILL

     M-82   

14.    GOODWILL

     M-85   

15.    PROPERTY, PLANT AND EQUIPMENT

     M-87   

a)      Main investments

     M-89   

b)      Capitalized expenses

     M-89   

c)      Finance leases

     M-89   

d)      Operating leases

     M-90   

e)      Other information

     M-90   

16.    INCOME TAXES

     M-92   

a)      Income taxes

     M-92   

b)      Deferred taxes

     M-93   

17.    OTHER FINANCIAL LIABILITIES

     M-95   

17.1 Interest-bearing borrowings

     M-96   

17.2 Unsecured liabilities

     M-102   

17.3 Secured liabilities

     M-102   

17.4 Hedged debt

     M-109   

17.5 Other information

     M-109   

18.    RISK MANAGEMENT POLICY

     M-109   

18.1 Interest rate risk

     M-110   

18.2 Exchange rate risk

     M-110   

18.3 Commodities risk

     M-110   

18.4 Liquidity risk

     M-111   

18.5 Credit risk

     M-111   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Contents    Page  

18.6 Risk measurement

     M-112   

19.    FINANCIAL INSTRUMENTS

     M-112   

19.1 Financial instruments, classified by type and category

     M-112   

19.2 Derivative instruments

     M-114   

19.3 Fair value hierarchies

     M-116   

20.    TRADE AND OTHER CURRENT PAYABLES

     M-117   

21.    PROVISIONS

     M-119   

22.    EMPLOYEE BENEFIT OBLIGATIONS

     M-120   

22.1 General information

     M-120   

22.2 Details, changes and presentation in financial statements

     M-121   

23.    EQUITY

     M-127   

23.1  Equity attributable to the shareholders of Enersis Américas

     M-127   

23.2 Foreign currency translation reserves

     M-129   

23.3 Capital Management

     M-129   

23.4  Restrictions on subsidiaries transferring funds to the parent

     M-130   

23.5 Other reserves

     M-130   

23.6 Non-controlling Interests

     M-131   

24.    REVENUE AND OTHER INCOME

     M-134   

25.    RAW MATERIALS AND CONSUMABLES USED

     M-135   

26.    EMPLOYEE BENEFITS EXPENSE

     M-135   

27.     DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

     M-136   

28.    OTHER EXPENSES

     M-137   

29.    OTHER GAINS (LOSSES)

     M-137   

30.    FINANCIAL RESULTS

     M-138   

31.    INFORMATION BY SEGMENT

     M-140   

31.1 Basis of segmentation

     M-140   

31.2 Generation and transmission, distribution and others

     M-141   

31.3 Segment information by country

     M-143   

31.4 Generation and Transmission, and Distribution by Country

     M-145   

32.     THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

     M-151   

32.1 Direct guarantees

     M-151   

32.2 Indirect guarantees

     M-151   

32.3 Lawsuits and Arbitrations Proceedings

     M-151   

32.4 Financial restrictions

     M-167   

32.5 Other Information

     M-170   

33.    PERSONNEL FIGURES

     M-178   

34.    SANCTIONS

     M-178   

35.    ENVIRONMENT

     M-179   

36.     FINANCIAL INFORMATION ON SUBSIDIARIES, SUMMARIZED

     M-181   

37.    SUBSEQUENT EVENTS

     M-183   

APPENDIX 1 ENERSIS AMÉRICAS GROUP ENTITIES:

     M-184   

APPENDIX 2 CHANGES IN THE SCOPE OF CONSOLIDATION:

     M-185   

APPENDIX 3 ASSOCIATED COMPANIES AND JOINT VENTURES:

     M-186   

APPENDIX 4 ADDITIONAL INFORMATION ON FINANCIAL DEBT:

     M-187   

APPENDIX 5 DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY:

     M-194   

APPENDIX 6 ADDITIONAL INFORMATION OFICIO CIRCULAR (OFFICIAL BULLETIN) No. 715 OF FEBRUARY 3, 2012:

     M-196   

APPENDIX 6.1 SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES:

     M-198   

APPENDIX 6.2 ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY:

     M-201   

APPENDIX 7 DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS:

     M-202   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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ENERSIS AMÉRICAS S.A. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2106

(In thousands of Chilean pesos)

 

 

1. THE GROUP’S ACTIVITIES AND FINANCIAL STATEMENTS

Enersis Américas S.A. (hereinafter “the Parent Company” or “the Company”) and its subsidiaries comprise the Enersis Américas Group (hereinafter “Enersis Américas Group” or “the Group”).

Enersis Américas S.A. is a publicly traded corporation with registered address and head office located at Avenida Santa Rosa, No. 76, in Santiago, Chile. The Company is registered in the securities register of the Superintendency of Securities and Insurance of Chile (Superintendencia de Valores y Seguros or SVS) under number 175. In addition, the Company is registered with the Securities and Exchange Commission of the United States of America (hereinafter U.S. SEC) and its shares have been listed on the New York Stock Exchange since 1993.

Enersis Américas S.A. is a subsidiary of Enel Iberoamérica S.R.L., a company controlled by Enel S.p.A. (hereinafter Enel).

The Company was initially created in 1981 under the corporate name of Compañía Chilena Metropolitana de Distribución Eléctrica S.A. Later on, the Company changed its by-laws and its name to Enersis S.A., effective August 1, 1988. On March 1, 2016, as part of the reorganization process carried out by the Group (See Note 5.1), the Company by amending its by-laws, has changed its corporate name to Enersis Américas S.A. For tax purposes, the Company operates under Chilean tax identification number 94.271.000-3.

As of June 30, 2016, the Group had 10,149 employees. During the first half of year 2016, the Group averaged a total of 10,271 employees. See Note 33 for additional information regarding employee distribution by category and geographic location.

Enersis Americas’ corporate purpose consists of exploring for, developing, operating, generating, distributing, transmitting, transforming, and/or selling energy of any kind or form, whether in Chile or abroad, either directly or through other companies. It is also engaged in telecommunications activities, and it provides engineering consultation services in Chile and abroad. The Company’s corporate purpose also includes investing in, and managing, its investments in subsidiaries and associates which generate, transmit, distribute, or sell electricity, or whose corporate purpose includes any of the following:

 

  (i) Energy of any kind or form,

 

  (ii) Supplying public services, or services whose main component is energy,

 

  (iii) Telecommunications and information technology services, and

 

  (iv) Internet-based intermediation business.

Enersis Americas’ 2015 consolidated financial statements were approved by the Board of Directors at meeting held on February 26, 2016. The consolidated financial statements were then submitted to the consideration of a General Shareholders´ Meeting held on April 28, 2016, which finally approved the consolidated financial statements.

 

2. BASIS OF PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

2.1 Accounting principles

These interim consolidated financial statements as of June 30, 2016 of Enersis Américas, approved by the Company’s Board of Directors at its meeting held on July 27, 2016, have been prepared in accordance with

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), following the requirements of International Accounting Standard (IAS) No. 34, Interim Financial Reporting.

These interim consolidated financial statements include all information and disclosures required in annual financial statements.

These interim consolidated financial statements present fairly the financial position of Enersis Américas and its subsidiaries as of June 30, 2016 and December 31, 2015, as well as the results of operations, the changes in equity, and the cash flows for the periods ended June 30, 2016 and 2015.

These interim consolidated financial statements have been prepared under going concern assumptions on a historical cost basis except for, in accordance with IFRS, those assets and liabilities that are measured at fair value and those non-current assets and disposal groups held for sale, which are recognized at their carrying amount or fair value less cost of disposal, whichever is lower (see Note 3.g).

These interim consolidated financial statements have been prepared from accounting records maintained by the Company and its subsidiaries. Each entity prepares its financial statements according to the accounting principles and standards in force in each country, so the necessary adjustments and reclassifications have been made in the consolidation process in order to present the consolidated financial statements in accordance with IFRS.

These interim consolidated financial statements are presented in thousands of Chilean pesos (unless otherwise stated), as the Chilean peso is the functional currency of the Company and the presentation currency of the Group. Foreign operations are incorporated in accordance with the accounting policies stated in Notes 2.7 and 3.m.

2.2 New accounting pronouncements

a) Accounting pronouncements effective from January 1, 2016:

 

 

Standards, Interpretations and Amendments

 

      

Mandatory
Application for:

 

Amendment to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations

 

This amendment to IFRS 11 “Joint Arrangements” states that the accounting standards contained in IFRS 3 and other standards that are pertinent to business combinations accounting must be applied to the accounting for acquiring an interest in a joint operation in which the activities constitutes a business.

    

 

Annual periods beginning on or after January 1, 2016.

Improvements to IFRS (Cycles 2012-2014)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards IFRS 5 – Non-current assets held for sale and discontinued operations; IFRS7—Financial Instruments: Disclosures; IAS19 – Employee Benefits; and IAS 34 – Interim Financial Reporting.

    

 

Annual periods beginning on or after January 1, 2016.

Amendment to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization

 

The amendment to IAS 16 explicitly prohibits the use of revenue-based depreciation for property, plant and equipment. The amendment to IAS 38 introduces the rebuttable presumption that, for intangible assets, the revenue-based amortization method is inappropriate and establishes two limited exceptions.

    

 

Annual periods beginning on or after January 1, 2016.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Table of Contents

 

Standards, Interpretations and Amendments

 

      

Mandatory
Application for:

 

Amendment to IAS 27: Equity Method in Separate Financial Statements

 

This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The objective of the amendment is to minimize the costs associated with complying with IFRS, particularly for those entities applying IFRS for the first time, without reducing the information available to investors.

    

 

Annual periods beginning on or after January 1, 2016.

Amendment to IAS 1: Disclosure Initiative

 

The IASB has issued amendments to IAS 1 as part of its principal initiative to improve the presentation and disclosure of information in financial statements. These improvements are designed to assist companies in applying professional judgment to determine what type of information to disclose in their financial statements.

    

 

Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10, IFRS 12 and IAS 28: Investment Entities, Application of the Consolidation Exception

 

The modifications, which have a restricted scope, introduce clarifications to the requirements for the accounting of investment entities. The modifications also provide relief in some circumstances, which will reduce the costs of applying the Standards.

     Annual periods beginning on or after January 1, 2016.

The amendments and improvements to the standards, which came into effect on January 1, 2016, had no significant effect on the interim consolidated financial statements of Enersis Américas and its subsidiaries.

 

  b) Accounting pronouncements in effect from January 1, 2017, and subsequent periods:

As of the date of issue of these consolidated financial statements, the following accounting pronouncements had been issued by the IASB, but their application was not yet mandatory:

 

Standards, Interpretations and Amendments

      

Mandatory
application for:

 

Amendment to IAS 12: Recognition of Deferred Tax Assets for Unrealized Losses

 

The purpose of the amendments to IAS 12 “Income Taxes” is to provide requirements on recognition of deferred tax assets for unrealized losses, and clarify how to account for deferred tax assets related to debt instruments measured at fair value.

    

 

Annual periods beginning on or after January 1, 2017.

Amendment to IAS 7: Disclosure Initiative

 

The amendments to IAS 7 “Statement of Cash Flows” are part of the IASB’s initiative aimed at improving presentation and disclosure of information in the financial statements. The amendments add additional disclosure requirements relating to financing activities in the statement of cash flows.

    

 

Annual periods beginning on or after January 1, 2017.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Standards, Interpretations and Amendments

      

Mandatory
application for:

 

IFRS 9: Financial Instruments

 

This is the final version of the standard issued in July 2014 and which completes the IASB project to replace IAS 39 “Financial Instruments: Recognition and Measurement.” This project was divided into 3 phases:

 

Phase 1 – Classification and measurement of financial assets and financial liabilities. This introduces a logical focus for the classification of financial assets driven by cash flow characteristics and the business model. This new model also results in a single impairment model being applied to all financial instruments.

 

Phase 2 – Impairment methodology. The objective is a more timely recognition of expected credit losses. The standard requires entities to account for expected credit losses from the time when financial instruments are first recognized in the financial statements.

 

Phase 3 – Hedge accounting. This establishes a new model aimed at reflecting better alignment between hedge accounting and risk management activity. Also included are enhancements to required disclosures.

 

This final version of IFRS 9 replaces the previous versions of the Standard.

    

 

Annual periods beginning on or after January 1, 2018.

IFRS 15: Revenue from Contracts with Customers

    

 

This new standard and the subsequent clarifications issued by the IASB applies to all contracts with customers except leases, financial instruments and insurance contracts. Its purpose is to make financial information more comparable, and it provides a new model for revenue recognition and more detailed requirements for contracts with multiple obligations. It also requires more itemized information. This standard will replace IAS 11 “Construction Contracts” and IAS 18 “Revenue” as well as their interpretations (IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31).

     Annual periods beginning on or after January 1, 2018.

Amendment to IFRS 15: Revenue from Contracts with Customers

    

 

This amendment was issued to clarify the requirements of IFRS 15 and to provide some transitional relief for companies that are implementing this new Standard.

     Annual periods beginning on or after January 1, 2018.
Amendment to IFRS 2: Classification and Measurement of Share-based Payment Transactions     

 

The amendments provide specific accounting requirements for: (i) the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; ii) share-based payment transactions with a net settlement feature for withholding tax obligations; and iii) a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled

     Annual periods beginning on or after January 1, 2018.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Standards, Interpretations and Amendments

      

Mandatory
application for:

 

IFRS 16: Leases     
This new standard provides a definition of a lease contract and specifies the accounting treatment for the assets and liabilities originated under those contracts from both lessor and lessee perspective. Lessor accounting remains largely unchanged from its predecessor IAS 17, Leases. However, for lessee accounting, the new standard requires recognition of a right of use assets and a corresponding liability, similar to finance lease accounting under IAS 17, for most lease contracts.      Annual periods beginning on or after January 1, 2019.

Amendment to IFRS 10 and IAS 28: Sale or Contribution of Assets

    

The amendment corrects an inconsistency between IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” relating to the accounting treatment of the sale or contributions of assets between an Investor and its Associate or Joint Venture.

 

The IASB decided to postpone the effective date of application of the amendment, until obtaining the results of its research Project on the equity method of accounting.

     Effective date deferred indefinitely.

The Group is assessing the impact of applying IFRS 9, IFRS 15 and IFRS 16 upon effective application. In Management’s opinion, the future application of the other new standards and amendments is not expected to have a significant effect on the consolidated financial statements of Enersis Américas and its subsidiaries.

2.3 Responsibility for the information, judgments and estimates provided

The Company’s Board of Directors is responsible for the information contained in these interim consolidated financial statements and expressly states that all IFRS principles and standards have been fully implemented.

In preparing the interim consolidated financial statements, certain judgments and estimates made by the Group’s Management have been used to quantify some of the assets, liabilities, income, expenses and commitments recognized in these consolidated financial statements.

The most important areas were critical judgment was required are:

 

    In a service concession agreement, the decision as to whether a grantor controls or regulates which services the operator should provide, to whom and at what price. These are essential factors when applying IFRIC 12 (see Note 3.c.1).

 

    The identification of Cash Generating Units (CGU) for impairment testing (see Note 3.d).

 

    The hierarchy of inputs used to measure assets and liabilities at fair value (see Note 3.g)

The estimates refer basically to:

 

    The valuations performed to determine the existence of impairment losses among assets and goodwill (see Note 3.d).

 

    The assumptions used to calculate the actuarial liabilities and obligations to employees, such as discount rates, mortality tables, salary increases, etc. (see Notes 3.l.1 and 22).

 

    The useful lives of property, plant and equipment and intangible assets (see Notes 3.a and 3.c).

 

    The assumptions used to calculate the fair value of financial instruments (see Notes 3.g and 19).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Energy supplied to customers whose meter readings are pending.

 

    Certain assumptions inherent in the electricity system affecting transactions with other companies, such as production, customer billings, energy consumption, etc. that allow for estimating electricity system settlements that must occur on the corresponding final settlement dates, but that are pending as of the date of issuance of the consolidated financial statements and could affect the balances of assets, liabilities, income and expenses recognized in the financial statements (see Appendix 6.2).

 

    The probability that uncertain or contingent liabilities will be incurred and their related amounts (see Note 3.l).

 

    Future disbursements for the closure of facilities and restoration of land, as well as the discount rates to be used (see Note 3.a).

 

    The tax results of the various subsidiaries of the Group that will be reported to the respective tax authorities in the future, and that have served as the basis for recording different balances related to income taxes in these interim consolidated financial statements (see Note 3.o).

 

    The fair values of assets acquired and liabilities assumed, and any pre-existing interest in an entity acquired in a business combination.

Although these judgments and estimates have been based on the best information available on the issuance date of these interim consolidated financial statements, future events may occur that would require a change (increase or decrease) to these estimates in subsequent periods. This change would be made prospectively, recognizing the effects of such judgment or estimation change in the corresponding future consolidated financial statements.

2.4 Subsidiaries

Subsidiaries are defined as those entities controlled either, directly or indirectly, by Enersis Américas. Control is exercised if, and only if, the following conditions are met: Enersis Américas has i) power over the subsidiary; ii) exposure or rights to variable returns from these entities; and iii) the ability to use its power to influence the amount of these returns.

Enersis Américas has power over its subsidiaries when it holds the majority of the substantive voting rights or, should that not be the case, when it has rights granting the practical ability to direct the entities’ relevant activities, that is, the activities that significantly affect the subsidiary’s results.

The Group will reassess whether or not it controls a subsidiary if the facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Subsidiaries are consolidated as described in note 2.7.

Appendix 1. “Enersis Américas Group Entities” to these interim consolidated financial statements describes the relationship of Enersis Américas with each of its subsidiaries.

2.4.1 Changes in the scope of consolidation

On March 1, 2016, as part of the corporate reorganization and as a result of the spin-off described in Note 5.1, all subsidiaries that were part of the generation and distribution businesses in Chile have been deconsolidated. The effects of this transaction in the interim consolidated financial statements as of June 30, 2016 are described in Note 5.1.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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2.4.2 Consolidated companies with an economic equity interest of less than 50%

Although the Group holds less than 50% of economic equity interest in the companies Comercializadora de Energía S.A. (Codensa) and Empresa Generadora de Energía Eléctrica S.A. (Emgesa), 48.40% and 37.73%, respectively, they are considered as subsidiaries since Enersis Américas exercises control over the entities through contracts or agreements with shareholders, or as a consequence of their structure, composition and shareholder classes. The Group holds 57.15% and 56.43% of the voting shares of Codensa and Emgesa, respectively.

2.5 Investments in associates and joint arrangements

Associates are those in which Enersis Américas, either directly or indirectly, exercises significant influence.

Significant influence is the power to participate in the financial and operational policy decisions of the associate but is not control or joint control over those policies. In assessing significant influence, the Group takes into account the existence and effect of potential exercisable voting rights or convertible at the end of each reporting period, including potential voting rights held by Enersis Américas or other entities. In general, significant influence is presumed to be those cases in which the Group has an ownership interest of more than 20%.

Associates incorporated to the consolidated financial statements using the equity method, as described in note 3.h.

Appendix 3. “Associated Companies and Joint Ventures” to these interim consolidated financial statements describes the relationship of Enersis Américas with each of these companies.

2.6 Investments in joint arrangements

Joint arrangements are defined as those entities in which the Group exercises control under an agreement with other shareholders and jointly with them, in other words, when decisions on the entities’ relevant activities require the unanimous consent of the parties sharing control.

Depending on the rights and obligations of the parties, joint arrangements are classified as:

 

    Joint ventures: an agreement whereby the parties exercising joint control have rights to the entity’s net assets. Joint ventures are incorporated to the consolidated financial statements using the equity method, as described in note 3.h.

 

    Joint operation: an agreement whereby the parties exercising joint control have rights to the assets and obligations with respect to the liabilities relating to the arrangement. Joint operations are incorporated to the consolidated financial statements recognizing the interest in the assets and liabilities held in the joint operation.

In determining the type of joint arrangement in which it is involved, the management of the Group assesses its rights and obligations arising from the arrangement by considering the structure and legal form of the arrangement, the terms agreed by the parties in the contractual arrangement and, when relevant, other facts and circumstances. If facts and circumstances change, the Group reassesses whether the type of joint arrangement in which it is involved has changed.

Currently, Enersis Américas is not involved in any joint arrangement that qualifies as a joint operation.

Appendix 3. “Associated Companies and Joint Ventures” to these interim consolidated financial statements describes the relationship of Enersis Américas with each of these companies.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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2.6 Basis of consolidation and business combinations

The subsidiaries are consolidated and all their assets, liabilities, income, expenses, and cash flows are included in the consolidated financial statements once the adjustments and eliminations from intragroup transactions have been made.

The comprehensive income of subsidiaries is included in the consolidated comprehensive income statement from the date when the parent company obtains control of the subsidiary and until the date on which it loses control of the subsidiary.

The operations of the parent company and its subsidiaries have been consolidated under the following basic principles:

 

  1. At the date the parent obtains control, the subsidiary’s assets acquired and its liabilities assumed are recorded at fair value, except for certain assets and liabilities that are recorded using valuation principles established in other IFRS standards. If the fair value of the consideration transferred plus the fair value of any non-controlling interests exceeds the fair value of the net assets acquired, this difference is recorded as goodwill. In the case of a bargain purchase, the resulting gain is recognized in profit or loss for the period after reassessing whether all of the assets acquired and the liabilities assumed have been properly identified and following a review of the procedures used to measure the fair value of these amounts.

For each business combination, the Group chooses whether to measure the non-controlling interests in the acquiree at fair value or at the proportional share of the net identifiable assets acquired.

If the fair value of all assets acquired and liabilities assumed at the acquisition date has not been completed, the Group reports the provisional values recorded. During the measurement period, which shall not exceed one year from the acquisition date, the provisional values recognized will be adjusted retrospectively and additional assets or liabilities will be recognized to reflect new information obtained on events and circumstances that existed on the acquisition date, but which were unknown to the management at that time.

For business combinations achieved in stages, the fair value of the equity interest previously held in the acquired company’s equity is measured on the date of acquisition and any gain or loss is recognized in the results for that period.

 

  2. Non-controlling interests in equity and in the comprehensive income of the consolidated subsidiaries are presented, respectively, under the line items “Total Equity: Non-controlling interests” in the consolidated statement of financial position and “Net Income attributable to non-controlling interests” and “Comprehensive income attributable to non-controlling interests” in the consolidated statement of comprehensive income.

 

  3. The financial statements of foreign companies with functional currencies other than the Chilean peso are translated as follows:

 

  a. For assets and liabilities, the prevailing exchange rate on the closing date of the financial statements is used.

 

  b. For items in the comprehensive income statement, the average exchange rate for the period is used (unless this average is not a reasonable approximation of the cumulative effect of the exchange rates in effect on the dates of the transactions, in which case the exchange rate in effect on the date of each transaction is used).

 

  c. Equity remains at the historical exchange rate from the date of acquisition or contribution, and retained earnings at the average exchange rate at the date of origination.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  d. Exchange differences arising in translation of financial statements are recognized in the item “Foreign currency translation gains (losses)” within the consolidated statement of comprehensive income: Other comprehensive income (see Note 23.2).

 

  4. Balances and transactions between consolidated companies were fully eliminated in the consolidation process.

 

  5. Changes in interests in subsidiaries that do not result in obtaining or losing control are recognized as equity transactions, and the carrying amount of the controlling and non-controlling interests is adjusted to reflect the change in relative interest in the subsidiary. Any difference that may exist, between the value for which a non-controlling interest is adjusted and the fair value of a compensation paid or received, is recognized directly in Equity attributable to the shareholders of Enersis Américas.

 

  6. Business combinations under common control are recorded using, as a reference, the ‘pooling of interest’ method. Under this method, the assets and liabilities involved in the transaction remain reflected at the same carrying amount at which they were recorded in the ultimate controlling company, although subsequent accounting adjustments may need to be made to align the accounting policies of the companies involved.

Any difference between the assets and liabilities contributed to the consolidation and the compensation given is recorded directly in Net equity as a debit or credit to other reserves. The Group does not apply retrospective accounting recognition of business combinations under common control.

 

3. ACCOUNTING POLICIES APPLIED

The main accounting policies used in preparing the accompanying interim consolidated financial statements are the following:

a) Property, plant and equipment

Property, plant and equipment are measured at acquisition cost, net of accumulated depreciation and any impairment losses they may have experienced. In addition to the price paid to acquire each item, the cost also includes, where applicable, the following concepts:

 

    Financing expenses accrued during the construction period that are directly attributable to the acquisition, construction, or production of qualified assets, which require a substantial period of time before being ready for use such as, for example, electricity generation or distribution facilities. The Group defines “substantial period” as one that exceeds twelve months. The interest rate used is that of the specific financing or, if none exists, the weighted average financing rate of the company carrying out the investment. (See Note 15.b.1)

 

    Employee expenses directly related to construction in progress. (See Note 15.b.2)

 

    Future disbursements that the Group will have to incur to close its facilities are added to the value of the asset at fair value, recognizing the corresponding provision for dismantling or restoration. The Group reviews its estimate of these future disbursements on an annual basis, increasing or decreasing the value of the asset based on the results of this estimate (see Note 21).

Items for construction work in progress are transferred to operating assets once the testing period has been completed and they are available for use, at which time depreciation begins.

Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or a longer useful life are capitalized as increasing the cost of the corresponding assets.

The replacement or overhaul of entire components that increase the asset’s useful life or economic capacity are recognized as an increase in the carrying amount of the respective assets, derecognizing the replaced or overhauled components.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Expenditures for periodic maintenance, conservation and repair are recognized directly as an expense for the period in which they are incurred.

Property, plant and equipment, net of its residual value, is depreciated by distributing the cost of the different items that comprise it on a straight-line basis over its estimated useful life, which is the period where the companies expect to use the assets. Useful life estimates and residual values are reviewed on an annual basis and if appropriate adjusted prospectively.

The following table sets forth the main categories of property, plant and equipment with their respective estimated useful lives:

 

Categories of Property, plant and equipment    Years of estimated useful life

Buildings

   10 – 85

Plant and equipment

   1 – 90

IT equipment

   3 – 15

Fixtures and fittings

   3 – 75

Motor vehicles

   5 – 20

Additionally, the following table sets for more details on the useful lives of plant and equipment items:

 

Categories of Property, plant and equipment    Years of estimated useful life  

Generating facilities:

    

Hydroelectric plants

    

Civil engineering works

     10 – 90   

Electromechanical equipment

     10 – 80   

Coal/Fuel power plants

     10 – 40   

Combined cycle power plants

     10 – 50   

Distribution facilities:

    

High-voltage network

     15 – 50   

Low- and medium-voltage network

     30 – 50   

Measuring and remote control equipment

     10 – 28   

Primary substations

     20 – 40   

Land is not depreciated since it has an indefinite useful life.

Regarding the administrative concessions held by the Group’s electric companies, the following table lists the remaining periods until expiration of the concessions that do not have an indefinite term:

 

Concession holder and operator   Country    Year 
concession 
started
     Concession
term
    

Remaining
period to

expiration

Empresa Distribuidora Sur S.A. – Edesur (Distribution)

  Argentina      1992         95 years      71 years

Hidroeléctrica El Chocón S.A. (Generation)

  Argentina      1993         30 years      7 years

Transportadora de Energía S.A. (Transmission)

  Argentina      2002         85 years      71 years

Compañía de Transmisión del Mercosur S.A. (Transmission)

  Argentina      2000         87 years      71 years

Central Eléctrica Cachoeira Dourada S.A. (Generation)

  Brazil      1997         30 years      11 years

Central Generadora Termoeléctrica Fortaleza S.A (Generation)

  Brazil      2001         30 years      15 years

Compañía de Interconexión Energética S.A. (CIEN – Line 1)

  Brazil      2000         20 years      4 years

Compañía de Interconexión Energética S.A (CIEN – Line 2)

  Brazil      2002         20 years      6 years

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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To the extent that the Group recognizes the assets as Property, plant and equipment, they are amortized over their economic life or the concession term, whichever is shorter, when the economic benefit from the asset is limited to its use during the concession term.

Any required investment, improvement or replacement made by the Group is considered in the impairment test to Property, plant, and equipment as a future contractual cash outflow that is necessary to obtain future cash inflow.

The Group’s management analyzed the specific contract terms of each of the aforementioned concessions, which vary by country, business activity and jurisdiction, and concluded that, with the exception of CIEN, there are no determining factors indicating that the grantor, which in every case is a government entity, controls the infrastructure and, at the same time, can continuously set the price to be charged for the services. These requirements are essential for applying IFRIC 12, Service Concession Arrangements, an interpretation that establishes how to recognize and measure certain types of concessions (See Note 3.c.1 for concession agreements within the scope of IFRIC 12).

On April 19, 2011, the subsidiary CIEN successfully completed its change in business model. Under the new agreement, the Government continues to control the infrastructure, but CIEN receives fixed payments, which puts it on an equal footing with a public transmission concession (with regulated prices). Under this business model, its concessions fall within the scope of IFRIC 12; however, the infrastructure has not been derecognized due to the fact that CIEN has not substantially transferred the significant risks and benefits to the Brazilian Government.

Gains or losses that arise from the sale or disposal of items of Property, plant and equipment are recognized as other gains (losses) in the comprehensive income statement and are calculated by deducting the net carrying amount of the asset and any sales costs from the consideration received in the sale.

b) Goodwill

Goodwill arising from business combinations, and reflected upon consolidation, represents the excess value of the consideration paid plus the amount of any non-controlling interests over the Group’s share of the net value of the assets acquired and liabilities assumed, measured at fair value at the acquisition date. If the accounting for a business combination is completed within the following year after the acquisition date, and so is the goodwill determination, the entity recognizes the corresponding adjustments to the provisional amounts as if the accounting for the business combination had been completed at the acquisition date. Thus, comparative information for prior periods presented in financial statements is revised as needed, including making any change in depreciation, amortization or other income effects recognized in completing the initial accounting.

Goodwill arising from acquisition of companies with functional currencies other than the Chilean peso is measured in the functional currency of the acquired company and translated to Chilean pesos using the exchange rate effective as of the date of the statement of financial position.

Goodwill is not amortized; instead, at the end of each reporting period or when there are indicators, the Company estimates whether any impairment has reduced its recoverable amount to an amount less than carrying amount and, if so, it is immediately adjusted for impairment (see Note 3.d).

c) Intangible assets other than goodwill

Intangible assets are initially recognized at their acquisition cost or production cost, and are subsequently measured at their cost, net of accumulated amortization and impairment losses they may have experienced.

Intangible assets are amortized on a straight line basis during their useful lives, starting from the date when they are ready for use, except for those with an indefinite useful life, which are not amortized. As of June 30, 2016 and December 31, 2015, there were no significant amounts in intangible assets with an indefinite useful life.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The criteria for recognizing these assets’ impairment losses and, if applicable, recovery of impairment losses recorded in previous fiscal years are explained in letter d) of this Note.

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss when the asset is derecognized.

c.1) Concessions

Public-to-private service concession agreements are recognized according to IFRIC 12, “Service Concession Agreements.” This accounting interpretation applies if:

 

  a) The grantor controls or regulates which services the operator should provide with the infrastructure, to whom it must provide them, and at what price; and

 

  b) The grantor controls – through ownership, beneficial entitlement, or otherwise – any significant residual interest in the infrastructure at the end of the term of the agreement.

If both of the above conditions are met simultaneously, the consideration received by the Group for the constructed infrastructure is initially recognized at its fair value, as either an intangible asset when the Group receives the right to charge users of the public service, as long as these charges are conditional on the degree to which the service is used; or as a financial asset when the Group has an unconditional contractual right to receive cash or another financial asset directly from the grantor or from a third party.

The Group recognizes the contractual obligations assumed for maintenance of the infrastructure during its use, or for its return to the grantor at the end of the concession agreement within the conditions specified in the agreement, as long as it does not involve an activity that generates income, in accordance with the Group’s accounting policy to recognized provisions (see Note 3.l).

Finance expenses attributable to the concession agreements are capitalized based on criteria established in Note 3 a) above, provided that the Group has a contractual right to receive an intangible asset. No finance expenses were capitalized during the periods ended June 30, 2016 and 2015.

The Enersis Américas’ subsidiaries that have recognized an intangible asset from their service concession agreements are the following:

 

Concession holder and operator   Country     Year 
concession
started
    Concession 
term
  Period remaining
to expiration

Ampla Energía e Serviços S.A. (*) (Distribution)

    Brazil       1996      30 years   11 years

Companhia Energética do Ceará S.A. (*) (Distribution)

    Brazil       1997      30 years   12 years

 

  (*) Considering that part of the rights acquired by our subsidiaries is unconditional, an available-for-sale financial asset has been recognized (see Notes 3.f.1 and 7).

At the end of each concession period it can be renewed at the discretion of the granting authority, otherwise all assets and facilities will be returned to the Government or its designee, upon reimbursement for investments made and not yet amortized.

c.2) Research and development expenses

The Group recognizes in the statement of financial position the costs incurred in a project’s development phase as intangible assets as long as the project’s technical feasibility and economic returns are reasonably assured.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Research expenditures are recognized in the consolidated statement of comprehensive income when incurred.

c.3) Other intangible assets

These intangible assets correspond primarily to computer software, water rights, and easements. They are initially recognized at acquisition or production cost and are subsequently measured at cost less accumulated amortization and impairment losses, if any.

Computer software programs are amortized, on average, over five years. Certain easements and water rights have indefinite useful lives and are therefore not amortized, while others have useful lives ranging from 40 to 60 years, depending on their characteristics, and they are amortized over that term.

d) Impairment of non-financial assets

During the period, and principally at the end of each reporting period, or when there is necessary to present audited financial statements for a specific interim period, the Group evaluates whether there is any indication that an asset has been impaired. If any such indication exists, the company estimates the recoverable amount of that asset to determine the amount of the impairment loss. In the case of identifiable assets that do not generate cash flows independently, the Company estimates the recoverable amount of the Cash Generating Unit (CGU) to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of CGUs to which goodwill or intangible assets with an indefinite useful life have been allocated, a recoverability analysis is performed routinely at the end of each reporting period.

The recoverable amount is the higher of fair value less the cost of disposal and value in use, which is defined as the present value of the estimated future cash flows. In order to calculate the recoverable amount of Property, plant, and equipment, as well as of goodwill, and intangible assets, the Group uses value in use criteria in practically all cases.

To estimate the value in use, the Group prepares future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of CGUs’ revenue and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates which, in no case, are increasing rates nor exceed the average long-term growth rates for the particular sector and country in which the Company operates. As of June 30, 2016 and December 31, 2015, projections were extrapolated from the following rates:

 

Country    Currency    Growth rates (g)
      06-30-2016 (*)    12-31-2015

Argentina

   Argentine peso    11.1%-12.6%    11.1%

Brazil

   Real    5.0%-6.0%    4.1%-5.6%

Peru

   Peruvian nuevo sol    3.2%-4.6%    3.1%-4.8%

Colombia

   Colombian peso    4.1%-5.3%    3.5%-5.2%

 

  (*) See Note 5.1

These cash flows are discounted to calculate their present value at a pre-tax rate that covers the cost of capital for the business activity and the geographic area in which it is being carried out. The time value of money and the risk premiums generally used among analysts for the business activity and the geographic zone are taken into account to calculate the pre-tax rate.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The following are the pre-tax discount rates applied as of June 30, 2016 and December 31, 2015, expressed in nominal terms:

 

Country    Currency    June 2016 (*)     December 2015  
      Minimum         Maximum         Minimum         Maximum      

Argentina

   Argentine peso      25.5     46.9     32.7     39.4

Brazil

   Real      13.0     22.9     11.1     21.1

Peru

   Peruvian nuevo sol      7.7     13.9     7.3     13.5

Colombia

   Colombian peso      10.0     15.0     8.5     15.1

 

  (*) See Note 5.1

If the recoverable amount of the CGU is less than the net carrying amount of the asset, the corresponding impairment loss is recognized for the difference, and charged to “Reversal of impairment loss (impairment loss) recognized in profit or loss” in the consolidated statement of comprehensive income. The impairment is first allocated to the CGU’s goodwill carrying amount, if any, and then to the other assets comprising it, prorated on the basis of the carrying amount of each one, limited to its fair value less costs of disposal, or its value in use; a negative amount may not be obtained.

Impairment losses recognized in prior periods for an asset other than goodwill are reversed, if and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable amount and crediting profit or loss, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset. In the case of goodwill, impairment losses are not reversed.

e) Leases

In order to determine whether an arrangement is, or contains, a lease, Enersis Américas assesses the economic substance of the agreement, to assess whether fulfillment of the arrangement depends on the use of a specific asset and whether the agreement conveys the right to the use of the asset. If both conditions are met, at the inception of the arrangement the Company separates the payments and other considerations relating to the lease, at their fair values, from those corresponding to the other components of the arrangement.

Leases that substantially transfer all of the risks and rewards of ownership to the Company are classified as finance leases. All other leases are classified as operating leases.

Finance leases in which the Group acts as a lessee are recognized at the inception of the arrangement. At that time, the Group records an asset based on the nature of the lease and a liability for the same amount, equal to the fair value of the leased asset or the present value of the minimum lease payments, if the latter is lower. Subsequently, the minimum lease payments are apportioned between finance expenses and reduction of the lease obligation. Finance expenses are recognized in the income statement and allocated over the lease term, so as to obtain a constant interest rate for each period over the remaining balance of the liability. Leased assets are depreciated on the same terms as other similar depreciable assets, as long as there is reasonable certainty that the lessee will acquire ownership of the asset at the end of the lease. If no such certainty exists, the leased asset is depreciated over the shorter term of the useful lives of the asset and the lease term.

In the case of operating leases, payments are recognized as an expense in the case of the lessee and as income in the case of the lessor, both on a straight-line basis, over the term of the lease unless another type of systematic basis of distribution is deemed more representative.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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f) Financial instruments

Financial instruments are contracts that give rise to both a financial asset in one entity and a financial liability or equity instrument in another entity.

f.1) Financial assets other than derivatives

The Group classifies its financial assets other than derivatives, whether permanent or temporary, except for investments accounted for using the equity method (See Notes 3.h and 12) and non-current assets held for sale (See Note 3.j), into four categories:

 

    Loans and account receivables: Trade and other receivables and accounts receivable from related parties are recognized at amortized cost, which is the initial fair value less principal repayments made, plus accrued and uncollected interest, calculated using the effective interest method.

The effective interest method is used to calculate the amortized cost of a financial asset or liability (or group of financial assets or financial liabilities) and of allocating finance income or cost over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows to be received or paid through the expected life of the financial instrument (or, when appropriate, over a shorter period) to the net carrying amount of the financial asset or financial liability.

 

    Held-to-maturity investments: Investments that the Group intends to hold and is capable of holding until their maturity are accounted for at amortized cost as defined in the preceding paragraph.

 

    Financial assets at fair value through profit or loss: This includes the trading portfolio and those financial assets that have been designated as such upon initial recognition and that are managed and evaluated on a fair value basis. They are measured in the consolidated statement of financial position at fair value, with changes in value recognized directly in profit or loss when they occur.

 

    Available-for-sale financial assets: These are financial assets specifically designated as available-for-sale or that do not fit within any of the three preceding categories. They are mainly all financial investments in equity instruments and financial assets in accordance with IFRIC 12 “Service Concession Arrangements” (see Note 7).

These investments are recognized in the consolidated statement of financial position at fair value when it can be reliably determined. For equity interests in unlisted companies or companies with lower levels of liquidity, normally the fair value cannot be reliably determined. When this occurs, those equity interests are measured at acquisition cost or a lesser amount if evidence of impairment exists.

Changes in fair value, net of taxes, are recognized in the consolidated statement of comprehensive income: Other comprehensive income, until the investments are disposed of, at which date the amount accumulated in this account for that investment is reclassified to profit or loss.

If the fair value is lower than the acquisition cost, and if there is objective evidence that the asset has been more than temporarily impaired, the difference is recognized directly in profit or loss.

Purchases and sales of financial assets are accounted for using their trade date.

f.2) Cash and cash equivalents

This item within the consolidated statement of financial position includes cash and bank balances, time deposits, and other highly liquid investments (with a maturity of 90 days or less from its acquisition date) that are readily convertible to cash and are subject to insignificant risk of changes in value.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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f.3) Impairment of financial assets

The following criteria are used to determine if a financial asset has been impaired:

 

    For trade receivables in the electricity generation, transmission and distribution segments, the Company’s policy is to recognized impairment losses when there is objective evidence that the balance will not be recoverable. In general terms, the Group’s entities has a defined policy to recognize an allowance for impairment losses based on aging of past-due balances, except in those cases where a specific collective basis analysis is recommended, such as in the case of receivables from government-owned companies (See Note 8).

 

    In the case of receivables of a financial nature, that are included in the “Loan and receivables” and “Investment held-to-maturity”, impairment is determined on case-by-case basis and is measured as the difference between the carrying amount and the present value of the future estimated cash flows discounted at the original effective interest rate (See Notes 7 and 19).

 

    For financial investments available-for-sale, the criteria for impairment applied are described in Note 3.f.1

f.4) Financial liabilities other than derivatives

Financial liabilities are recognized based on cash received, net of any costs incurred in the transaction. In subsequent periods, these obligations are measured at their amortized cost, using the effective interest method (see Note 3.f.1).

In the particular case that a liability is the hedged item in a fair value hedge, as an exception, such liability will be measured at its fair value for the portion of the hedged risk.

In order to calculate the fair value of debt, both when it is recorded in the statement of financial position and for fair value disclosure purposes as shown in Note 19, debt has been divided into fixed interest rate debt (hereinafter “fixed-rate debt”) and variable interest rate debt (hereinafter “floating-rate debt”). Fixed-rate debt is that on which fixed-interest coupons established at the beginning of the transaction are paid explicitly or implicitly over its term. Floating-rate debt is that issued at a variable interest rate, i.e., each coupon is established at the beginning of each period based on the reference interest rate. All debt has been measured by discounting expected future cash flows with a market interest rate curve based on the payment currency.

f.5) Derivative financial instruments and hedging transactions

Derivatives held by the Group are primarily transactions entered into to hedge interest and/or exchange rate risk, intended to eliminate or significantly reduce these risks in the underlying transactions being hedged.

Derivatives are recognized at fair value as of the date of the statement of financial position as follows: if their fair value is positive, they are recognized within “Other financial assets”; and if their fair value is negative, they are recognized within “Other financial liabilities.” For derivatives on commodities, the positive value is recorded in “Trade and other receivables,” and negative fair values are recognized in “Trade and other liabilities.”

Changes in fair value are recognized directly in profit or loss except when the derivative has been designated for accounting purposes as a hedging instrument and all of the conditions established under IFRS for applying hedge accounting are met, including that the hedge be highly effective. In this case, changes are recognized as follows:

 

    Fair value hedges: The underlying portion for which the risk is being hedged is measured at its fair value and the hedging instrument are measured at fair value, and any changes in the value of both items are recognized in the comprehensive income statement by offsetting the effects within the same comprehensive income statement account.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Cash flow hedges: Changes in the fair value of the effective portion of derivatives are recorded in an equity reserve known as “Reserve for cash flow hedges.” The cumulative loss or gain in this reserve is reclassified to the comprehensive income statement to the extent that the underlying item impacts the comprehensive income statement offsetting the effect in the same comprehensive income statement account. Gains or losses from the ineffective portion of the hedge relationship are recognized directly in the comprehensive income statement.

A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%.

The Group does not apply hedge accounting to its investments abroad.

As a general rule, long-term commodity purchase or sale agreements are recognized in the consolidated statement of financial position at their fair value at the end of each reporting period, recognizing any differences in value directly in profit or loss, except for, when all of the following conditions are met:

 

    The sole purpose of the agreement is for the Group’s own use, which is understood, in the case of fuel purchase agreements its used to generate electricity; in the case of electrical energy purchased for sale, its sale to the end-customer; and in the case of electricity sales its sales to the end-customer.

 

    The Group’s future projections evidence the existence of these agreements for its own use.

 

    Past experience with agreements evidence that they have been utilized for the Group’s own use, except in certain isolated cases for exceptional reasons or reasons associated with logistical issues have been used beyond the control and projection of the Group.

 

    The agreement does not stipulate settlement by differences and the parties have not made it a practice to settle similar contracts by differences in the past.

The long-term commodity purchase or sale agreements maintained by the Group, which are mainly for electricity, fuel, and other supplies, meet the conditions described above. Thus, the purpose of fuel purchase agreements is to use them to generate electricity, the electricity purchase contracts are used to sell to end-customers, and the electricity sale contracts are used to sell the Company’s own products.

The Group also evaluates the existence of derivatives embedded in contracts or financial instruments to determine if their characteristics and risk are closely related to the principal contract, provided that when taken as a whole they are not being accounted for at fair value. If they are not closely related, they are recorded separately and changes in value are accounted for directly in the comprehensive income statement.

f.6) Derecognition of financial assets and liabilities

Financial assets are derecognized when:

 

    The contractual rights to receive cash flows from the financial asset expire or have been transferred or, if the contractual rights are retained, the Group has assumed a contractual obligation to pay these cash flows to one or more recipients.

 

    The Group has substantially transferred all the risks and rewards of ownership of the financial asset, or, if it has neither transferred nor retained substantially all the risks and rewards, when it does not retain control of the asset.

Transactions in which the Group retains substantially all the inherent risks and rewards of ownership of the transferred asset, it continues recognizing the transferred asset in its entirety and recognizes a financial liability for the consideration received. Transactions costs are recognized in profit and loss by using the effective interest method (see Note 3.f.1).

Financial liabilities are derecognized when they are extinguished, that is, when the obligation arising from the liability has been paid or cancelled, or has expired.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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f.7) Offsetting financial assets and liabilities

The Group offsets financial assets and liabilities and the net amount is presented in the statement of financial position when and only when:

 

    There is a legally enforceable right to set off the recognized amounts; and

 

    There is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.

The right of set-off is enforceable in the normal course of business, in an event of default, and in the event of insolvency or bankruptcy, of one and all of the counterparties

f.8) Financial guarantee contracts

Financial guarantee contracts, such as guarantees given by the Group to third parties, are initially recognized at fair value, adjusting the transaction costs that are directly attributable to the issuance of the guarantee.

Subsequently to initial recognition, financial guarantee contracts are measured at the higher of:

 

    the amount of the liability determined under accounting policy describe in Note 3.l; and

 

    the amount of the asset initially recognized less, if appropriate, any accumulated amortization recognized in accordance with the revenue recognition accounting policy (See Note 3.p).

g) Measurement of fair value

The fair value of an asset or liability is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market, namely, the market with the greatest volume and level of activity for that asset or liability. In the absence of a principal market, it is assumed that the transaction is carried out in the most advantageous market available to the entity, namely, the market that maximizes the amount that would be received on selling the asset or minimizes the amount that would be paid to transfer the liability.

In estimating fair value, the Group uses valuation techniques that are appropriate for the circumstances and for which there are sufficient data to conduct the measurement. The Group maximizes the use of relevant observable data and minimizes the use of unobservable data.

Considering the hierarchy of the data used in these valuation techniques, the assets and liabilities measured at fair value can be classified into the following levels:

 

Level 1:  

  Quoted price (unadjusted) in active markets for identical assets or liabilities;

Level 2:

  Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The methods and assumptions used to determine the fair values at Level 2 by type of financial asset or financial liability take into consideration estimated future cash flows discounted at zero coupon interest rate curves for each currency. All the valuations described are carried out using external tools such as “Bloomberg”.

Level 3:

  Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The Group takes into account the characteristics of the asset or liability when measuring fair value, in particular:

 

    For non-financial assets, fair value measurement takes into account the ability of a market participant to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use;

 

    For liabilities and equity instruments, the fair value measurement assumes that the liability would not be settled and an equity instrument would not be cancelled, or otherwise extinguished on the measurement date. The fair value of the liability reflects the effect of non-performance risk, namely, the risk that an entity will not fulfill the obligation, which includes but is not limited to, the Company’s own credit risk;

 

    For derivatives non-quoted in an organized market, the Group uses the discounted cash flow method and generally accepted options valuation models, based on current and future market conditions as of year-end. It also adjusts the value according to its own credit risk (Debt Valuation Adjustment, DVA), and the counterparty risk (Credit Valuation Adjustment, CVA). These CVA and DVA adjustments are measured on the basis of the potential future exposure of the instrument (creditor or borrower position) and the risk profile of both the counterparties and the Group itself.

 

    In the case of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risks, it is permitted to measure the fair value on a net basis. However, this must be consistent with the manner in which market participants would price the net risk exposure at the measurement date.

Assets and liabilities measured at fair value are shown in Note 19.3.

h) Investments accounted for using the equity method

The Group’s interests in joint ventures and associates are recognized using the equity method.

Under the equity method, an investment in an associate or joint venture is initially recognized at cost. As of the acquisition date, the investment is recognized in the statement of financial position based on the share of its equity that the Group’s interest represents in its capital, adjusted for, if appropriate, the effect of transactions with Group’s entities, plus any goodwill generated in acquiring the entity. If the resulting amount is negative, zero is recorded for that investment in the statement of financial position, unless the Group has a present obligation (either legal or constructive) to support the investee’s negative equity situation, in which case a provision is recognized.

Goodwill from associates or joint ventures is included in the carrying amount of the investment. It is not amortized but is subject to impairment testing as part of the overall investment carrying amount when impairment indicators exist.

Dividends received from these investments are deducted from the carrying amount of the investment, and any profit or loss obtained from them to which the Group is entitled based on its ownership interest is recognized under “Share of profit (loss) of associates accounted for using equity method.”

Appendix 3: “Associated Companies and Joint Ventures” to these interim consolidated financial statements, provides information about the relationship of Enersis Américas with each of these entities.

i) Inventories

Inventories are measured at their weighted average acquisition price or the net realizable value, whichever is lower.

The net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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j) Non-current assets (or disposal groups) classified as held for sale or as held for distribution to owners and discontinued operations

Non-current assets, including property, plant and equipment; intangible assets; investments accounted for using the equity method, joint ventures, and disposal groups (a group of assets to be disposed of and the liabilities directly associated with those assets), are classified as:

 

    Held for sale, if their carrying amount will be recovered principally through a sale transaction rather than through continuing use

 

    Held for distribution to owners, when the Company is committed to distribute the asset (or disposal group) to the owners.

For the above classification, the assets must be available for immediate sale or distribution in their present condition and its sale or distribution is highly probable. For this transaction to be considered highly probable, management must be committed to the sale or distribution and actions to complete the transaction must have been initiated and should be expected to be completed within one year from the date of classification.

Actions required to complete the sale or distribution plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The probability of shareholders’ approval (if required in the jurisdiction) should be considered as part of the assessment of whether the sale or distribution is highly probable.

Non-current assets or disposal groups held-for-sale or held for distribution to owners are measured at the lower of their carrying amount and fair value less costs to sell or costs to distribute, as appropriate.

Depreciation and amortization on these assets cease when they meet the criteria to be classified as non-current assets held for sale or held for distribution to owners.

Assets that are no longer classified as held for sale or held for distribution to owners, or are no longer part of a disposal group, are measured at the lower of their carrying amounts before being classified as held for sale or held for distribution less any depreciations, amortizations or revaluations that would have been recognized if they had not been classified as held for sale or held for distribution to owners and their recoverable amount at the date of subsequent decision where would be reclassified as non-current assets.

Non-current assets held for sale and the components of the disposal groups classified as held for sale or held for distribution to owners are presented in the consolidated statement of financial position as a single line item within assets called “Non-current assets or disposal groups held for sale or for distribution to owners,” and the respective liabilities are presented as a single line item within liabilities called “Liabilities included in disposal groups held for sale or for distribution to owners.”

The Group classifies as discontinued operations those components of the Group that either have been disposed of, or are classified as held for sale, and:

 

  (i) represents a separate major lines of business or geographical area of operations;

 

  (ii) is a part of a single coordinated plan to dispose a separate major line of business or geographical area of operations; or

 

  (iii) is a subsidiary acquired exclusively with a view to resale.

The components of profit or loss after taxes from discontinued operations and the post-tax gain or loss recognized on the measurement to fair value less costs to sell or on the disposal of the assets or groups constituting the discontinued operation are presented as a single line item in the consolidated comprehensive income statement as “Income after tax from discontinued operations”.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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k) Treasury shares

Treasury shares are deducted from equity in the consolidated statement of financial position and measured at acquisition cost.

Gains and losses from the disposal of treasury shares are recognized directly in “Equity – Retained earnings”, without affecting profit or loss for the period. As of June 30, 2016 and December 31, 2015, there are no treasury shares, and no transactions with treasury shares were carried out during the six month period ended June 30, 2016, and the year ended December 31, 2015.

l) Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of 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 consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The unwinding of the discount is recognized as finance cost. Incremental legal cost expected to be incurred in resolving a legal claim is included in measuring of the provision.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

A contingent liability does not result in the recognition of a provision. Legal costs expected to be incurred in defending a legal claim are expensed as they are incurred. Significant contingent liabilities are disclosed unless the likelihood of an outflow of resources embodying economic benefits is remote.

l.1) Provisions for post-employment benefits and similar obligations

Some of the Group’s subsidiaries have pension and similar obligations to their employees. Such obligations, which combine defined benefits and defined contributions, are basically formalized through pension plans, except for certain non-monetary benefits, mainly electricity supply commitments, which, due to their nature, have not been externalized and are covered by the related in-house provisions.

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Past service costs relating to changes in benefits are recognized immediately.

The defined benefit plan obligations in the statement of financial position represent the present value of the accrued obligations, adjusted, once the fair value of the different plans’ assets has been deducted, if applicable.

For each of the defined benefit plans, any deficit between the actuarial liability for past services and the plan assets is recognized under line item “Provisions for employee benefits” within current and non-current liabilities in the consolidated statement of financial position, and any surplus is recognized under line item “Other financial assets” within non-current assets in the consolidated statement of financial position, provided that any surplus is recoverable by the Group, usually through a reduction in future contributions and taking into consideration the limit established in IFRIC 14, IAS 19 The limit on a defined benefit asset, minimum funding requirements, and their interaction.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Actuarial gains and losses arising in the measurement of both the plan liabilities and the plan assets, including the limit in IFRIC 14, are recognized directly as a component of other comprehensive income.

Contributions to defined contribution benefit plans are recognized as an expense when the employees have rendered their services.

m) Translation of balances in foreign currency

Transactions carried out by each company in a currency other than its functional currency are recognized using the exchange rates prevailing as of the date of each transaction. During the period, any differences that arise between the prevailing exchange at the date of the transaction and the exchange rate as of the date of collection or payment are recognized as “Foreign currency exchange differences” in the statement of comprehensive income.

Likewise, at the end of each reporting period, receivable or payable balances denominated in a currency other than each company’s functional currency are translated using the closing exchange rate. Any differences are recognized as “Foreign currency exchange differences” in the statement of comprehensive income.

The Group has established a policy to hedge the portion of revenue from its subsidiaries that is directly linked to variations in the U.S. dollar, through obtaining financing in such currency. Exchange differences related to this debt, as they are cash flow hedge transactions, are recognized, net of taxes, as a component of other comprehensive income in item “Gains (losses) from cash flow hedge” and reclassified to profit or loss when the hedged cash flows impact profit or loss. This term has been estimated at ten years.

n) Current/non-current classification

In these consolidated statements of financial position, assets and liabilities expected to be recovered or settled within twelve months are presented as current items, except for post-employment and other similar obligations; and those assets and liabilities expected to be recovered or settled in more than twelve months are presented as non-current items. Deferred income tax assets and liabilities are classified as non-current.

When the Company have any obligations that mature in less than twelve months but can be refinanced over the long term at the Company’s discretion, through unconditionally available credit agreements with long-term maturities, such obligations are classified as long-term liabilities.

o) Income taxes

Income tax expense for the year is determined as the sum of current taxes from each of the Group’s subsidiaries and results from applying the tax rate to the taxable income for the year, after permitted deductions have been made, plus any changes in deferred tax assets and liabilities and tax credits, both for tax losses and deductions. Differences between the carrying amount and tax basis of assets and liabilities originate deferred tax asset and liability balances, which are calculated using the tax rates expected to apply when the assets and liabilities are realized or settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognized for all deductible temporary differences, tax losses and unused tax credits to the extent that it is probable that sufficient future taxable profits exist to recover the deductible temporary differences and make use of tax credits. Such deferred tax asset is not recognized if the deductible temporary difference arises from the initial recognition of an asset or liability that:

 

    Did not arise from a business combination, and

 

    At initial recognition affected neither accounting profit nor taxable profit (loss).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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In respect of deductible temporary differences associated with investments in subsidiaries, associates and joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilized.

Deferred tax liabilities are recognized for all temporary differences, except those derived from the initial recognition of goodwill and those that arose from measuring investments in subsidiaries, associates and joint ventures in which the Group can control their reversal and where it is probable that they will not be reversed in the foreseeable future.

Current tax and changes in deferred tax assets or liabilities are recorded in profit or loss or in equity within the statement of financial position, depending on where the gains or losses that triggered these tax entries have been recognized.

Any tax deductions that can be applied to current tax liabilities are credited to earnings within the line item “Income tax expenses”, except when doubts exist about their tax realization, in which case they are not recognized until they are effectively realized, or when they correspond to specific tax incentives, in which case they are recorded as government grants.

At the end of each reporting period, the Company reviews the deferred taxes assets and liabilities recognized, and makes any necessary corrections based on the results of this analysis.

Deferred tax assets and deferred tax liabilities are offset in the statement of financial position if it has a legally enforceable right to set off current tax assets against current tax liabilities, and only when the deferred taxes relate to income taxes levied by the same taxation authority.

p) Revenues and expense recognition

Revenue is recognized when the gross inflow of economic benefits arising in the course of the Group’s ordinary activities in the period occurs, provided that this inflow of economic benefits results in an increase in total equity other than increases relating to contributions from equity participants and such benefits can be measured reliably.

Revenues and expenses are recognized on an accrual basis and depending on the type of transaction; the following criteria for recognition are taken:

 

    Generation and transmission of electricity: Revenue is recognized based on physical delivery of energy and power, at prices established in the respective contracts, at prices stipulated in the electricity market by applicable regulations or at marginal cost determined on the spot market, as the case. This revenue includes an estimate of the service provided and not billed until the closing date (see Note 2.3).

 

    Distribution of electricity: Revenue is recognized based on the amount of energy supplied to customers during the period, at prices established in the respective contracts or at prices stipulated in the electricity market by applicable regulations, as appropriate. This revenue includes an estimate of the energy supplied but not yet billed and for which customers’ meters have not been read yet (see Note 2.3).

Revenue from rendering of services is only recognized when it can be estimated reliably, by reference to the stage of completion of the service rendered at the date of the statement of financial position.

Revenue from sales of goods is recognized based on the economic substance of the transaction and are recognized when all and each of the following conditions are met:

 

    the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

    the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    the amount of revenue can be measured reliably;

 

    it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

    the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable that gives rise to the revenue.

In arrangements under which the Group will perform multiple revenue-generating activities (multiple-element arrangement), the recognition criteria are applied to the separately identifiable components of the transaction in order to reflect the substance of the transaction or to two or more transactions together when they are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole. The Group excludes from revenue those gross inflows of economic benefits it receives when it acts as an agent or commission agent on behalf of third parties, and only recognizes as revenue economic benefits received for its own activity.

When goods or services are exchanged or swapped for goods or services of a similar nature and value, the exchange is not regarded as a revenue-generating transaction.

The Group recognizes the net amount of non-financial asset purchase or sale contracts that are settled for a net amount of cash or through some other financial instruments. Contracts entered into and maintained for the purpose of receiving or delivering these non-financial assets are recognized on the basis of the contractual terms of the purchase, sale, or usage requirements expected by the entity.

Interest income (expense) is recognized using the effective interest rate applicable to the outstanding principal to be amortized over the repayment period.

Expenses are recognized on an accruals basis, immediately in the event of expenditures that do not generate future economic benefits or when they not meet the requirements for recording them as assets.

q) Earnings per share

Basic earnings per share are calculated by dividing net income attributable to shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during the period, excluding the average number of shares of the Parent Company held by other subsidiaries within the Group, if any.

Basic earnings per share for continuing and discontinued operations are calculated by dividing net income from continuing and discontinued operations attributable to shareholders of the Parent Company (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the year, excluding the average number of shares of the Parent Company held by other subsidiaries within the Group, if any.

During the six month period ended June 30, 2016 and the year ended December 31, 2015, the Group did not engage in any transaction of any kind with potential dilutive effects leading to diluted earnings per share that could differ from basic earnings per share.

r) Dividends

Article 79 of the Chilean Companies Act establishes that, unless unanimously agreed otherwise by the shareholders of all issued shares, listed corporations must distribute a cash dividend to shareholders on an annual basis, pro rata to the shares owned or the proportion established in the company’s by-laws if there are preferred shares, of at least 30% of net income for each period, except when accumulated losses from prior years must be absorbed.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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As it is practically impossible to achieve a unanimous agreement given Enersis Américas’ highly fragmented share capital, at the end of each reporting period the amount of the minimum statutory dividend obligation to its shareholders is determined, net of interim dividends approved during the fiscal year, and then accounted for in “Trade and other current payables” and “Accounts payable to related companies”, as appropriate, and recognized in equity.

Interim and final dividends are deducted from equity as soon as they are approved by the competent body, which in the first case is normally the Company’s Board of Directors and in the second case is the Ordinary Shareholders’ Meeting.

s) Share issuance costs

Share issuance costs, only when they represent incremental expenses directly attributable to the transaction, are recognized directly in net equity as a deduction from “Share premiums,” net of any applicable taxes. If the share premium account has a zero balance or if the costs described exceed the balance, they are recognized in “Other reserves.”

t) Cash flow statement

The cash flow statement reflects changes in cash and cash equivalents that took place during the period, determined with the direct method. It uses the following expressions and corresponding meanings:

 

    Cash flows: inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes in value.

 

    Operating activities: the principal revenue-producing activities of the Group and other activities that cannot be considered investing or financing activities.

 

    Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.

 

    Financing activities: activities that result in changes in the size and composition of the total equity and borrowings of the Group.

u) Interim financial statements

The accompanying interim financial statements of the Combined Group as of June 30, 2016 and for the six months ended June 30, 2016 and 2015, have been prepared in accordance with International Accounting Standards No. 34, Interim Financial Reporting.

 

4. SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS

a) Regulatory framework

Argentina

Argentina has shown signs of intervention in the electricity market since the crisis of 2002. Under the previous regulations, generators sold to distributors at prices obtained from centralized calculations of the average spot market price. The distributers’ purchase price was the average price forecast for the next six months, called the Seasonal Price (Precio Estacional). Any differences between the Seasonal Price (the purchase price) and the actual spot price (the selling price) was charged to the Seasonal Fund (Fondo Estacional) managed by the Wholesale Electricity Market Administration Company (CAMMESA – Compañía Administradora del Mercado Mayorista Eléctrico).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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However, after the 2002 crisis, the authorities changed the price-setting criteria, bringing the marginal pricing system to an end. First, marginal prices were calculated without taking into consideration the natural gas shortages. In effect, despite the fact that generation is dispatched on the basis of the fuels actually used, Resolution SE 240/2003 establishes that the marginal price is to be calculated taking into consideration all of the generation units as if there were no restrictions in effect on natural gas supplies. In addition, the expense of water is not included in the calculations if its opportunity cost is higher than the cost of generating power with natural gas. Second, it established a spot price ceiling of Ar$120/MWh. However, CAMMESA pays the actual variable costs of the thermal plants that run on liquid fuels through the Temporary Dispatch Cost Overruns program.

In addition, as the dollarized economy was devalued and went back to the Argentine peso, payment for capacity fell from US$10 to Ar$10 per MWh. Capacity payments have subsequently risen slightly, to Ar$12 pesos.

Additionally, the freezing of prices paid by distributors caused a gap in relation to actual generation costs, resulting in various types of special agreements for recovering costs, in accordance with regulations in force.

It was in this context that the government announced in 2012 its plan to change the current regulatory framework for one based on an average cost scheme.

Resolution 95/2013 was published in March of 2013, significantly changing the system for generators’ remunerations and setting new prices for capacity depending on the type of technology used and availability. It also set new values for paying for non-fuel variable costs, as well as additional remuneration for energy generated.

In May 2013, the Group’s generating companies (Central Costanera, Hidroeléctrica El Chocón y Dock Sud) accepted the terms of Resolution SE 95/2013.

This resolution marked the end of marginal pricing as a payment system in the Argentine power generation market and established, instead, payment by type of technology and size of plant. For each case, it recognizes fixed costs (determined on the basis of fulfillment of availability) and variable costs, plus an additional remuneration (the two parts are determined on the basis of the energy generated). Part of the additional remuneration will be placed in a trust for future investments.

In principle, commercial management and fuel dispatch will be in the hands of CAMMESA; Terminal Market agreements cannot be extended or renewed, and large users, once their respective contracts are up, must purchase their supply from CAMMESA. However, the Energy Secretariat, in Note SE 1807/13, gave generators the opportunity to express their intention to continue handling collections for their entire contract portfolio, thus ensuring a certain amount of cash flow and a continuing relationship with the customer.

It is also important to mention that Central Costanera has availability contracts signed in 2012 that are still in effect, as well as combined cycle contracts (until 2015) and steam generation contracts (until 2019) that will enable the company to implement plan for investing in the Costanera plant generation units in order to optimize the reliability and availability of that plant. The contracts also include payment of the commitments under the Long-Term Service Agreement (LTSA) for the plant’s combined cycles.

Through Resolution 529/2014, the Energy Secretariat updated generators’ remuneration, which had been in effect since they were set in February 2013 under Resolution 95/2013. The new resolution increased recognition of fixed costs for combined cycle and large hydroelectric plants by 25% and adjusted variable costs by 41% for thermal plants and 25% for hydroelectric plants. A new variable remuneration was set for biodiesel-fired plants. The additional remuneration increased 25% for thermal plants, and a new charge of Ar$21/MWh was set for one-time maintenance for combined cycle and Ar$24/MWh for other thermal generation plants. The resolution is retroactive to February 2014.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Through Resolution 482/2015, the Energy Secretariat updated generators’ remuneration, which had been in effect since they were set in February 2014 under Resolution 529/2014. The new resolution increased recognition of fixed costs for combined cycle and large hydroelectric plants by 28%, and 64% for mid-size hydroelectric plants. The variable costs were adjusted by 23%, hydroelectric plants are exempted of variable electric transmission payments and has been implemented a new incentive scheme for generation and operative effectiveness for thermal plants. The additional remuneration increased by 26% for thermal plants and 10% for mid-size hydroelectric plants. The cost for non-recurrent maintenance was increased by 17% and the same concept is created for hydro electrical plants in Ar$8/MWh. Finally, a new charge of Ar$15.8/MWh for thermal plants and Ar$6.3/MWh for hydro electrical plants was set for investments funding, which will be effective from February 2015 to December 2018 only for those generators participating in the projects. The new generation will have an additional remuneration equivalent to 50% of the direct additional remuneration based on technology for a 10-year period. The resolution is retroactive to February 2015.

On March 30, 2016, the Energy Secretariat through Resolution 22/2016 updated the generators’ remuneration in effect under Resolution 482/2015. The increases were applied retroactively to February 2016 to all remuneration concepts that are collected by the generators. The new resolution increased recognition of fixed costs for thermal plants by 70% and for hydroelectrical plants by 120%. The variable costs were adjusted by 40% for thermal and hydroelectrical plants. The cost for non-recurrent maintenance was increased by 60% for thermal plants and 25% for hydroelectrical plants, respectively. The additional remuneration was not updated. This new resolution is a temporary measure adopted until the new regulatory framework announced by the government become effective.

On the other hand, on March 22, 2016, the Energy Secretariat through Resolution 21/16 required to offer new capacity for thermal generation for the summer 2016/17, winter 2017 and Summer 2017/18 periods. The resolution stated that the offer cannot include, at the date the resolution was published, pre-existent generation units already interconnected to the SADI or that the capacity offered it was already committed in other agreements.

The 5-10 year contract will be entered into with CAMMESA as representative of MEM’s agents, the monthly remuneration for the capacity will be in US$/MW, while for energy generated with each fuel will be in US$/MWh, being the payment priority equivalent to that for payment of liquid fuel. The supply and/or the recognition of the fuel costs will be made based on current regulations, as appropriate. The minimum capacity at each interconnection node must not be less than 40MW and preferably must be of dual capacity for fuel consumption, with specific maximum consumption of up to 2,500 kcal/kWh. CAMMESA will inform the expected locations for generation between 50MW to 150MW.

The order of priority for the offers was based on increasing costs, therefore, the assessment formulas must be available to the bidders.

Brazil

Legislation in Brazil allows the participation of private capital in the electricity sector, upholds free competition among companies in electricity generation, and defines criteria to avoid certain levels of economic concentration and/or market practices that may cause a decline in free competition.

Based on the contract requirements as stated by distribution companies, the Ministry of Energy has been involved in planning the expansion of the electricity system, setting capacity quotas by technology on the one hand and, on the other, promoting separate tender processes for thermal, hydraulic or renewable energies, or directly holding tender processes for specific projects. The operation is being coordinated in a centralized fashion in which one independent operator coordinates centralized load dispatch based on variable production costs and seeks to guarantee to meet demand at the minimum cost for the system. The price at which transactions take place on the spot market is called the Difference Liquidation Price (Precio de Liquidación de las Diferencias, PLD).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Generation companies sell their energy on the regulated or unregulated market through contracts, and they trade their surpluses or deficits on the spot market. The free market is aimed at large users, with a limit of 3,000 kW or 500 kW if they purchase energy produced with renewable resources.

In the unregulated market, suppliers and their clients directly negotiate energy purchase conditions. In the regulated market, in contrast, where distribution companies operate, energy purchases must go through a tender process coordinated by the National Electricity Agency (ANEEL). In this way, the regulated purchase price used in the determination of tariffs to end users is based on average prices of open bids, and there are separate bidding processes for existing and new energy. Bidding processes for new energy contemplate long-term generation contracts in which new generation projects must cover the growth of demand foreseen by distributors. The open bids for existing energy consider shorter contractual terms and seek to cover the distributors’ contractual needs arising from the expiry of prior contracts. Each bidding process is coordinated centrally. Authorities set maximum prices and, as a result, contracts are signed where all distributors participating in the process buy pro rata from each offering generator.

On November 25, 2014, the ANEEL approved the new PLD limits for 2015. The maximum limits (decreased from R$823 to R$388/MWh) and the minimum (increased from R$16 to R$30/MWh). The decision was the result of extensive debate, which began with Public Consultation number 09/2014 and later with Public Hearing number 54/2014.

The main effect of the new limit is to reduce the financial impact for distributors of potential future risks when contracting energy on the spot market, as in 2014 the spot price was at its maximum for much of the year. The new maximum price also mitigates the risk of unrecoverable economic and financial losses for generators, when production is below contract values. However, the possibility of selling excess energy at higher prices decreases. Currently generators can divide their excess energy across the months of the year, to boost their revenues by allocating more energy to those months where higher prices are expected, as the ceiling is lower.

Annually, the ANEEL confirms through Resolutions the minimum and maximum values for the PLD limits. In 2016, the maximum and minimum PLD limits are R$422.56/MWH and R$30.25/MWh, respectively. Such PLD limits reflect the estimated costs of the Itaipú mega hydro power plant, which will have a tariff of 25.78 US$/kW in 2016.

These regulatory mechanisms ensure the creation of regulatory assets, whose rate adjustment for deficits in 2014 will take place in the tariff adjustments starting in 2015 (March for Ampla and April for Coelce). This mechanism has existed since 2001, and is called the Compensation Clearing Account – Part A (Cuenta de Compensación de Valores – Parte A, “CVA”). They aimed to maintain consistent operating margins for the dealer by allowing tariff revenue due to the costs of Parcel A.

Compensation Clearing Account (“CVA” for its acronym in Portuguese) helps maintain stability in the market and enables the creation of deferred costs, which is compensated through tariff adjustments based on the fees necessary to compensate for deficits the previous year.

On December 10, 2014, an addendum was signed to the concession contract for distributors in Brazil (Ampla and Coelce), which allows these regulatory assets (CVA’s and others) to be included in indemnitee assets at the end of the concession, and if this is not possible over time, it allows compensation through tariffs. Therefore, the recognition for these regulatory assets/liabilities is allowed under IFRS.

Brazil continued to experience drought conditions throughout 2014. In November the system reached the maximum risk of energy rationing. The average reservoir levels were 1% lower than at the last rationing. However, the Government has stated that there is no risk to supply.

The Government has created the ACR account to cover the additional energy costs through bank loans to be paid within two years through the tariff. Distributors had used approximately 18 billion reals from the ACR

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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account by December 31, 2014. However, this was not sufficient to cover the shortfall. In March 2015, a new loan was approved against the ACR account to cover the shortfall of November and December 2014. In addition, an extension in the payment period was approved for all loans, which currently will have to be paid in 54 months from November 2015.

In January 2015, based on the mismatches between the costs recognized in tariffs and actual costs other than those related to operations of the distribution entities, and increased inherent drought conditions costs, ANEEL began the application of a system (known as Tariffs Flags) of monthly charges over the tariff to the customers, provided that the marginal cost of the system is higher than the regulatory standard. The purpose of the regulator is to indicate the customers the generating cost of the following month, and paying in advance to the distribution companies an amount that would only be available in the next tariff review process.

The system consists of three levels of colored flags: Green, Yellow and Red as follows:

 

      Description   

To be applied when

CMO (R$/MWh)

  

Additional Tariff

(R$/MWh)

Green

   Favorable generation of
energy conditions
   <200    None

Yellow

   Less favorable
generation of energy
conditions
   >200<388.48    + 0.025

Red

   Higher costs generation
conditions
   >388.48    + 0.045

From January until reporting date, the values have been changing based on new expectations of future generation costs.

In summary, with this mechanism the generation cost that is currently transferred to the customer only once a year (when the annual tariff adjustment is performed) will generate a monthly variation and the customer can improve control over his/her electricity consumption. That is, the consumers will notice a lower tariff adjustment as they are paying a higher amount during the month. The flags system implemented by the ANEEL, is an accurate indicator of the actual cost of energy generated, allowing consumers a rational use of electrical energy.

Beginning on February 1, 2016, the Red flag was separated into to levels – R$3.00 and R$4.50 – applicable to a consumption of 100kWh. Also, the Yellow flag value was reduced from R$2.5 to R$1.5 applicable to a consumption of 100kWh (or portions). The improved conditions of the rain season in 2016 that increased the hydroelectrical reserves to its normal levels and the combined effects of a decrease in the demand and the addition of new power plants to the Brazilian electricity system, have led to a change in the Tariff Flags in the last months, so that in March 2016 the flag was Yellow and in April 2016 it was Green.

In 2015, as a result of the effects of the drought conditions, most of the generating companies had preliminary judicial decisions that limited their risks and passed part of the costs to the customers. The ANEEL, looking for a solution, approved in November 2015 the conditions to “renegotiate” the hydrological risk with the generation agents participating in the Electricity Reallocation Mechanism (“MRE”) which were pending until that date.

In 2015, six electric power tenders were carried out for purposes of reestablishing the energy supply:

 

    One A-1 tender: 1,954 MWavg, allocated to Hydro (94%), Biomass (4%) and Gas (2%); from 1 to 3 years of energy supply;

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Four A-3 tenders and reserve:

 

    97 MWavg, allocated to Wind (30%) and Biomass (70%), at an average price of R$200/MWh

 

    233 MWavg, allocated in 100% to Solar, at an average price of R$301.8/MWh

 

    314.3 MWavg, allocated to Wind (72%), Hydro (15%), Gas (7%), and Biomass (6%), at an average price of R$189/MWh

 

    508 MWavg, allocated to Wind (52%) and Solar (48%), at an average price of R$249/MWh.

 

    One A-5 tender: 1,147 MWavg, allocated to Gas (76%), Hydro (18%) and Biomass (7%), at an average price of R$259.2 MWh.

Also, a Tender for Contracting Hydroelectrical Plants Concessions was carried out through the quota regime, in which the seller is granted energy (3,223 MWavg) and capacity (6,061 MW) for an Annual Operational Revenue from Generation.

In 2016, an A-5 tender for 200 MWavg was carried out, allocated to Gas (2%), Hydro (58%) and Biomass (40%), at an average price of R$198.59MWh.

Pro rata allocation of the Energy Development Account (CDE) due to judicial matters

The CDE, created under Law 10,438/2002, is a state-owned fund that provides energy development from alternative sources, promotes energy service globalization, and subsidizes the low income residential sub-class. The fund is financed through a charge in the tariff of customers and generators.

Por rata allocation due to judicial matters

At the end of September 2015, ANEEL, based on certain judicial outcomes referring to suspend collection of CDE charges to certain industrial participants (Abrace’s members), had to recalculate the CDE pro rata allocation to the rest of the applicable participants, despite having transferred Parcel A costs. Subsequently, specific tariffs applicable to the members of Abrace will be published and the distribution companies will have to promote the new invoicing to those customers. The distribution companies will must maintain the payments of the CDE parts under actual amounts (published in the resolutions); and, finally the deficit originated for the revenue losses will be included in the tariff adjustments of the distribution companies.

CDE 2016

On December 15, 2015, ANEEL organized a public hearing to discuss with agents and the community the 2016 economic budget for the CDE. The preliminary proposal of ANEEL is a 36% budget reduction for the charge “CCC” efficiency energy interruptions leading to a lower charge to the final tariff for the consumers. The deadline for the contributions is January 15, 2016.

Among the variables explaining the decline in the Budget are the reduction in the operating cost of the Fuel Consumption Account (“CCC” in its Spanish acronym) and the amounts for compensation awards that are sill pending of payment.

Open discussions on Renewal of Distribution Concession Contract

From September 2012, distribution concessions under Article 22 of Law 9,074/1995 could be one-time renewed for a maximum 30-year period upon decision of the Grantor Power, in order to ensure the continuity, efficiency in rendering services, tariff model and acknowledging an operational and economic rationale.

The renewal of the concession for such distributions companies will be conditional to the render of quality services based on criteria relating to operational efficiency and economic/financial management.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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On October 20, 2015, ANEEL approved the “draft version” of the amendment to the Concession Contract and recommended to the Ministry of Energy and Mining to extend the concessions. On December 28, 2015, the government extended the period to sign the contract for extending concessions due to complexity in the analysis of current grantors, and only approving the CELG’s concession.

Distributed Generation

In May 2015, the regulator in a public hearing began the process to modify the regulations related to the distributed micro- and mini-generation aimed to making it more viable. The most important modification is to allow the installation of generation systems (of any renewable source, up to 3MW for hydro and 5MW for other sources) in locations other than where is located the load.

On November 24, 2015, ANEEL approved the regulation on distributed micro- and mini-generation by using an energy compensation mechanism (Resolution No. 687/15).

Under the new regulations, effective on March 1, 2016, the use of any source of renewable energy as well as qualified co-generation are allowed. Distributed micro-generation is defined as a generating power plant with installed capacity of up to 75 kW. Distributed mini-generation is defined as a generating power plant with installed capacity of more than 75kW and less than 5 MW (3 MW are for water supply) connected to the distribution network through consumption units facilities.

If the volume of energy generated in a particular month is higher than the energy consumed in that particular month, the consumer has a credit that can be used to reduce the next month invoice. In accordance with the new regulation, the effective period for energy credits was increased from 36 to 60 months, also the credits can be applied to the consumption of units of the same owner located in other place, as long as the service area is from a same distributor. This type of use for credits is referred to as “distance consumption”.

Another new feature available in the regulation is the possibility to install distributed generation in condominiums (companies with multiples consumption units). Under this feature, the energy generated can be distributed in specific percentages defined by the own consumers.

ANEEL also create the scheme “shared generation” which allows the parties interested in be part of a consortium or cooperative to install distributed mini/micro generation and use the energy generated to reduce the invoices of all members of the consortium or cooperative.

In terms of the procedures necessary to connect the micro/mini generator to the distribution network, the ANEEL set up rules that simplifies the process with specific forms for access requests to be completed by the consumers and reducing the period, from 82 days to 34 days, that distributors have to connect the 75kW plants. In addition, from January 2017, customers will be able to make access requests and to monitor their progress online.

Resolution No. 237

On June 6, 2016, the Ministry of Mining and Energy (“MME”) issued Resolution No. 237 allowing energy distribution companies to request to the MME that their investments in high voltage distribution systems and in substations be categorized as priority. Such classification allows the distributors to issue “infrastructure debentures” which are financing bonds with maturities longer than those of normal bonds, and that also have tax benefits for creditors. The granting of this benefit to the energy distribution companies was the result of an initiative carried out between the Brazilian Electric Energy Distributors Association (“ABRADEE” in its Portuguese acronym) and the Ministry of Mining and Energy.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Provisional Measure No. 735

On June 22, 2016, ANEEL issued Provisional Measure No 735, establishing the following changes:

 

  1) Sectoral Commissions

 

    Beginning on January 1, 2017, the Chamber of Electric Energy Commercialization (“CCEE” in its Portuguese acronym) will replace Eletrobás in performing the activities to collect the Global Reserve of Reversal (“RGR” in its Portuguese acronym), Energy Development Account (“CDE”) and the Fuel Consumption Account (“CCC”), as well as, in managing the financing for the payment of the administration and operational expenditures incurred in this sectorial funds.

 

    Beginning on January 1, 2030, the CDE’s annual installments allocation will be made in proportion to the electric energy consumer market in MWh served by the distribution companies and the distribution and transmission concessionaires. The geographical location will no longer be taken into account. From January 1, 2017 to December 31, 2029 a gradual and uniform reduction will be applied in order to eliminate the actual proportion (4.53 for the CDE installments in the South, South East, North and North East regions).

 

    Beginning on January 1, 2030, the cost per MWh of the CDE’s annual installments paid by the consumers will be pro rata allocated to their voltage levels, as follows:

 

    High Voltage = 1/3 x Low Voltage cost

 

    Medium Voltage = 2/3 x Low Voltage cost

 

    From January 1, 2017 to December 31, 2029 a gradual and uniform reduction will be applied in order to reach above proportions.

 

  2) Itaipú Binacional’s Tariff

Itaipú Binacional (“Itaipú”) is an hydroelectrical power plant constructed as part of the International Agreement signed between Brazil and Paraguay on April 26, 1973, for the development of the hydroelectric resources of the Parana River located at the Brazilian-Paraguayan border (from the Seven Falls to the Iguazú’s River mouth).

The transfer tariff of Itaipu’s energy is fixed in US$/kW of monthly contracted capacity. Brazilian energy distribution companies must pay monthly to Eletrobas in the Itaipu’s Electric Energy Commercialization account the amount determined by multiplying the monthly contracted capacity quota times the transfer tariff of Itaipu’s energy, both approved by the ANEEL.

Beginning on January 1, 2016, in accordance with Article 6 of Provisional Measure No. 735, a new transfer tariff of Itaipu’s energy was established, which will be included in the total cost of 15.3 of the multiplier factor over the energy transfer cost referred to as in Appendix C of the Brazilian-Paraguayan Itaipu’s Agreement.

 

  3) Tenders

 

    For the concession of electric energy generation, transmission and distribution that will not be renewed, the Brazilian government can propose a sale/tender of the new 30-year period concession.

CDE’s Monthly Rate: Indemnification for discounts granted to consumers under judicial orders

Resolution No. 1,576 authorized electric energy distributors to recover the lower amounts billed due to judicial orders against the Energy Development Account, through the CDE’s monthly installments.

The difference between the regular tariff and the judicial order tariffs shall be deducted from the CDE’s monthly installment. This adjustment will not be implemented through the tariffs and no regulatory assets will be included in the tariffs. The discount applied to the CDE’s monthly installment of consumers with judicial orders will be compensated, that is, the monthly payment of the installments will be lower than the installments defined in the resolution.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Law No. 13, 2013: Beneficiaries to the discount in the Tariffs for Using Distribution System (“TUSD”) and Tariffs for Using Transmission System (“TUST”)

Law No. 13,203, published on December 8, 2015, broaden the scope of beneficiaries to the discount in the TUSD/TUST, as well as, the volume and use of the energy when it is considered and used for self-generation:

 

    ANEEL will establish a discount of up to 50% to the TUSD/TUST tariffs for those hydroelectrical energy projects with total capacity less than or equal to 3,000 kW and those energy projects based on solar, wind, biomass and qualified co-generation whose total capacity connected to the distribution and transmission systems is less than or equal to 30,000 kW. The discount will be applicable to the energy production and consumption that is (i) purchased/sold for this type of projects; and (ii) used in own production for those entities beginning operations on January 1, 2016.

 

    ANEEL will establish a discount of up to 50% to the TUSD/TUST tariffs for those solar, wind, biomass and qualified co-generation energy projects whose total capacity connected to the distribution and transmission systems is more than 30,000 kW and less than 300,000 kW and that comply with the following criteria: (i) the project was originated as a result of the energy auction carried out on January 1, 2016; or (ii) the project was authorized to begin operations on January 1, 2016.

In implementing the Law, ANEEL established Public Audience No. 38 that will replace Resolution No. 77/2004. The discounts will result in a significant increase in the amounts that are subsidized by the CDE, thus, increasing the tariffs for the consumers of our subsidiaries Ampla and Coelce. The fix percentage of discount of 50% proposed by ANEEL for this type of energy projects is the minimum to be applied based on current regulations.

Colombia

The Public Utility Law (Ley de Servicios Públicos Domiciliarios, Law 142) and the Electricity Law (Ley Eléctrica, Law 143) were passed in 1994 establishing the new framework ordered by the Constitution. These laws set out the general criteria and policies that are to govern public utility service provision in the country, as well as the procedures and mechanisms for regulating, monitoring and overseeing them.

The Electricity Law puts the constitutional focus into practice, regulating the generation, transmission, distribution and sale of electricity, creating the market and competitive environment, strengthening the industry and setting the boundaries for government intervention. Taking into account the nature of each activity or business, general guidelines were established for developing the regulatory framework, creating and implementing the rules that would allow for free competition in the power generation and sales industries, while the directives for the transmission and distribution industries were geared toward treating these activities as monopolies while seeking out competitive conditions wherever possible.

The main institution in the electricity sector is the Mining and Energy Ministry, who’s Mining Energy Planning Unit, (Unidad de Planeación Minero Energética, UPME) draws up the national Energy Plan and the Generation and Transmission Expansion Plan. The Energy and Gas Regulatory Commission (Comisión de Regulación de Energía y Gas, CREG) and the Public Service Superintendency (Superintendencia de Servicios Públicos, SSPD) regulate and oversee, respectively, the companies in the industry, and the Superintendency of Industry and Commerce is the national authority for free trade protection issues.

The electricity industry operates on the basis of electricity-selling companies and the large consumers being able to buy and sell energy through bilateral contracts or on a short-term energy exchange market, called the energy exchange that operates freely according to supply and demand conditions. In addition, long-term auctions of Firm Energy within a Reliable Charge scheme are carried out to promote the expansion of the system. The market is operated and administered by XM, which is in charge of the National Dispatch Center

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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(Centro Nacional de Despacho, CND), and the Commercial Interchange System Manager (Administrador del Sistema de Intercambios Comerciales, ASIC).

Peru

The Electricity Concessions Law and its regulations, the Law to Ensure Efficient Development of Electricity Generation (Law 28,832), the Electricity Industry Antimonopoly and Oligopoly Law, the Technical Standard for Electricity Service Quality, the Environmental Protection Regulations for Electricity Activities, the Law Creating the Energy and Mining Investment Supervisory Agency (OSINERGMIN) and its regulations, and the Regulations for Unregulated Electricity Users and Decree Law 1221 which improves the regulation of distribution of electricity to promote access to electricity in Peru all comprise the main legislation in the regulatory framework for doing business in the power industry in Peru.

Law 28,832, whose purpose is to ensure enough efficient power generation to reduce the risk of price volatility and rationing, promotes the establishment of market prices based on competition, planning and ensuring a mechanism that guarantees expansion of the transmission grid, and also allows Large Unregulated Users and Distributors to participate in the short-term market. Accordingly, the law promotes tender processes for long-term power supply contracts at firm prices in order to encourage investment in efficient generation and contracts with distribution companies. Distribution companies must begin the tender processes at least three years ahead of time in order to keep Regulated Users’ demand covered.

Expansion in transmission must be planned through a binding Transmission Plan drawn up by the COES SINAC and approved first by the OSINERGMIN and then by the Energy and Mining Ministry. There are two types of system: a) the Guaranteed Transmission System, which is paid for by the demand; and b) the Complementary Transmission System, which is financed jointly by the generation companies and by the demand.

The purpose of the COES SINAC is to coordinate operations at the lowest possible cost while ensuring a reliable system and the best use of energy resources, to plan transmission and to manage the short-term market. It is made up of generation, transmission and distribution companies and Large Unregulated Users (those with demand of 10 MW or higher) who belong to the National Interconnected Grid (Sistema Eléctrico Interconectado Nacional).

Generation companies may sell their power to: (i) Distribution companies through tender contracts or regulated bilateral contracts; (ii) Unregulated clients; and (iii) the spot market, where surplus energy is traded among generation companies. Generation companies are also paid for the firm capacity they contribute to the system which cover the maximum demand plus a margin regardless of their dispatch.

Peru’s spot price, given the definition of its ideal marginal cost, does not necessarily reflect the costs in the system, as it does not consider the current shortages in the natural gas and electricity transport system. Furthermore, it sets a ceiling price for the market. This was established in an emergency regulation in 2008 (Emergency Decree 049 of 2008) that will remain in effect at least until the end of 2016.

Decree Law 1221, published on September 24, 2015, amends certain aspects of the current framework, among others:

 

    In tariff distribution, VAD (Value Added Distribution) and Internal Rate of Return (IRR) calculation will be made individually for each distribution company with more than 50,000 customers.

 

    The Energy and Mining Ministry will define a Technical Responsibility Zone (ZRT) for each distributor, taking into consideration the environment of the Regions where they operate (near to concession zones). The works conducted at the ZRT shall be approved by the Distributor, and it will have priority to conduct them or might be subsequently transferred to them. A VAD will be recognized for investment and audited actual costs (with an upper threshold).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Add to the VAD a charge for Technological Innovation and/or Energy Efficiency in Distribution.

 

    Add an adjustment factor to the VAD that encourages service quality in Distribution.

 

    Establish an obligation to the Distributors to assure their regulated demand for 24 months.

 

    Establish an obligation to the Distributor of making urban electrification or return the contribution once 40% of habitability is reached.

 

    Regarding the concessions, it limits to 30 years those granted through bidding processes, it establishes a requirement for a favorable report of basin management for hydro electrical generation, and the granting and expiration of concessions shall be ruled through Ministry Resolution.

 

    Establish conditions for distributed generation of non-conventional renewable energy and co-generation that allows them to inject the surpluses to the distribution system without affecting the operational assurance.

The description of the regulatory framework in the document does not include the Law Decree, since most of the amended aspects will be finally ruled by 2016, for its subsequent implementation.

Non-Conventional Renewable Energy

 

    In Brazil, the ANEEL holds auctions by technology considering the expansion plan set by the EPE, the planning agency; so that the target amount set for non-conventional renewable energy capacity is met.

 

    In Colombia, Law 697 was issued in 2001 by the Program for the Rational and Efficient Use of Energy and Other Forms of Non-Conventional Energy (Programa de Uso Racional y Eficiente de la Energía y demás formas de Energías No Convencionales – PROURE). Subsequently, indicative targets were defined for non-conventional renewable energy of 3.5% for 2015 and 6.5% for 2020. Law 1715 was enacted in 2014, which created a legal framework for the development of non-conventional renewable energy, in which guidelines for declarations of public interest, as well as tax, tariff and accounting incentives were established. As part of the implementation, the Ministry of Mines and Energy enacted Decree 2469 in 2014 establishing guidelines for energy policy on supply of self-generation surpluses. Likewise, the Energy and Gas Regulatory Commission (“CREG”) issued resolution 24/2015 regulating high-scale self-generation activity, and the Mining Energy Planning Unit (“UPME”) issued resolution 281/2015 establishing the limit for low-scale (equal to 1MW) self-generation. Additionally, the CREG issued resolutions 11/2015 and 212/2015 encouraging demand response mechanisms. In 2015, the CREG issued Resolution 138 that amends the remuneration scheme for confidence charges for minor plants. This new regulation establishes that such plants will belong to the centralized scheme of the charge and will declare ENFICC in order to obtain OEF assignments. If the difference between actual and programmed generation in those plants is lower than +/-5%, they could keep the current remuneration scheme. In 2015, the CREG issued Resolution 177 defining a transition period until June 2016 to apply this measure. The Ministry of Mines and Energy issued in 2015 Law Decree 1623 that establishes guidelines on zone expansion policies, and Law Decree 2143 that outlines the application of fiscal and tax incentives established in Law 1715. In 2016, the UPME issued resolution 45/2016 establishing procedures to request certificates to support FNCE’s projects and to obtain the list of goods and services exempted from duties or VAT.

 

    In Peru, a target of 5% has been set as the NCRE share in the country’s energy system. It is a nonbinding target and the regulatory agency, the OSINERGMIN, holds differential tenders by technology and limited prices to help reach the goal.

 

   

In Argentina, on October 21, 2015, the new Law 27,191 for Renewable Energy was published in the Official Bulleting, replacing the current Law 26,190. The new regulation postpones to December 31,

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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2017 the goal to reach 8% share in the national demand of energy with renewable sources for generation and establishes as a second stage goal to reach 20% share in 2025 establishing mid-objectives of 12%, 16% and 18% for the end of years 2019, 2021, and 2023. The enacted Law creates a Fiduciary Fund (“FODER”) to finance works, grants tax benefits to renewable energy projects and establishes exempts for specific taxes, national, provincial and municipality royalties until December 31, 2025. The customers categorized as Large Users (>300 Kw) shall comply on an individual basis with the renewable share goals, establishing that the price of the contracts shall not exceed 113 US$/MWh, and setting sanctions to those not fulfilling the goals.

On March 30, 2016, Decree 531/16 was published establishing certain formalities for implementation of Law 27,191, as follows:

 

    The Ministry of Energy and Mining is the regulator authority.

 

    Generators/traders are allowed to enter into contracts for a demand of more than 300 KW or with distribution companies acting on their behalf

 

    CAMMESA will call to public tenders to supply demands for less than 300 KW

 

    All CAMMESA’s purchases are guaranteed by the Fiduciary Fund (“FODER”)

 

    The FODER will be incorporated with funds from Treasure and a specific fee applied to the demand supplied by CAMMESA.

 

    The energy goals must be fulfilled with renewable energy generated from power plants within the country

 

    To use the tax benefits it is necessary to have an authorized certificate of inclusion within the renewable energy regime

The Ministry of Energy and Mining, CAMMESA and the Executive Committee, will be responsible for establishing the methodology to determine the fines for non-compliance of goals, use of the Fiduciary Fund (FODER) and tender specifications.

Resolutions 71/2016 and 72/2016, both issued on May 17, 2016, as part of implementation of Law 27,191 and Decree 531/16, begin the process of public tenders for contracting within the Wholesale Electricity Market of renewable energy under the so called “Programa Renovar – Ronda 1” with a total requirement of 1,000 MW divided into: Wind: 600 MW; Solar: 300 MW; Biomass: 65 MW; Mini-hydro: 20 MW; and Biogas: 15 MW.

The tender is structured with a maximum price for technology established by the government.

The preliminary specifications of the tender and the preliminary framework for the Energy Supply Contract were issued for public comments. The preliminary specifications set up a timetable for the tender process, where: the final specifications will be published on July 1, 2016, the submission of the offers will be on August 22, 2016, the granting of the offers will be on September 28, 2016 and the signing-off of the contracts will be in October 28, 2016. CAMMESA is the buyer of the energy with prices in USD/MW (without indexation) and contracts of a 20-year term.

Through Resolution 106/2016, issued on June 13, 2016, the date for public comments was postponed to July 1, 2016. Up to date, it is still expected the final tender specifications and confirmation of the timetable of the process.

Limits on integration and concentration

In general, all of the countries have legislation in effect that defends free competition and, together with specific regulations that apply to the electricity market, defines criteria to avoid certain levels of economic concentration and/or abusive market practices.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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In principle, the regulators allow the participation of companies in different activities (e.g. generation, distribution, and commercialization) as long as there is an adequate separation of each activity, for both accounting and company purposes. Nevertheless, most of the restrictions imposed involve the transmission sector mainly due to its nature and to the need to guarantee adequate access to all agents. In Argentina and Colombia there are specific restrictions if generation or distribution companies want to become majority shareholders in transmission companies.

Regarding concentration in a specific sector, in Argentina, there are no specific limits that affect the vertical or horizontal integration of a company. In Peru, integration is subject to authorization. In Colombia, no company may have a direct or indirect market share of over 25% in electricity sale activities, although two criteria have been established for generating activity. One of these relates to participation limits depending on market concentration (HHI) and the size of the players according to their Firm Energy, and the other relates to pivotally conditions in the market depending on the availability of resources to meet system demand. In addition, Colombian companies created after the Public Service Law was enacted in 1994, can only engage in activities that complement generation/sales and distribution/sales. Finally, in Brazil, with the changes taking place in the power industry under Law 10,848/2004 and Decree 5,163/2004, the ANEEL gradually perfected regulations, eliminating concentration limits as no longer compatible with the prevailing regulatory environment. However, regulatory approval is required for consolidations or mergers to take place between players operating within the same business segment.

Market for unregulated customers

In all of the countries where the Group operates, distributing companies can supply their customers under regulated or freely-agreed conditions. The supply limitations imposed on the unregulated market are as follows:

 

Country    kW threshold
Argentina    > 30 kW
Brazil    > 3,000 kW or > 500 kW (1)
Colombia    > 100 kW or 55 MWh-month
Peru    > 200 kW (2)

 

  (1) The >500 kW limit applies if energy is purchased from renewable sources, for which the government provides incentives through a discount on tolls.
  (2) In April 2009, it was established that clients between 200 kW and 2,500 kW could choose between the regulated and unregulated markets. Those using over 2,500 kW are required to be unregulated customers.

b) Tariff Revisions:

General Aspects

In the countries where the Group operates, selling prices charged to clients are based on the purchase price paid to generators plus a component associated with the value added in distribution. Regulators set this value periodically through reviews of distribution tariffs. As a result, distribution is essentially a regulated activity.

Argentina

In Argentina, the first review of Edesur’s tariffs scheduled for 2001 was cancelled by the authorities due to the country’s economic and financial crisis, and tariffs were frozen starting with that year. Edesur’s tariff restructuring started in 2007 with the enforcement of the “Acta Acuerdo,” or Agreement Act. The last tariff

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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adjustment made to date went into effect in 2008 (with a positive effect on the added value distribution, or VAD), when tariffs were adjusted for inflation (applying the cost monitoring mechanism, or MMC, provided for in the Agreement Act).

In November 2012, the ENRE passed Resolution 347 authorizing a fixed charge to be added on invoices which differs for various categories of customers. This charge will finance infrastructure works and corrective maintenance through a trust (FOCEDE). Additionally, in July 2012, the ENRE appointed an observer in Edesur; the appointment is still in effect, although this does not imply loss of control of the company.

Resolution SE No. 250/13 was published in May 2013 authorizing compensation for Edesur’s debt corresponding to revenues originating from the application of the Program for the Rational Use of Electricity (PUREE) until February 2013, with a credit in its favor from recognition of the MMC for the six-month periods between May 2007 and February 2013. In addition, the Resolution instructed CAMMESA to issue in Edesur’s favor what are termed as Sales Settlements with Unspecified Due Dates for values exceeding the compensation mentioned above, and authorized CAMMESA to receive these settlements as partial payment of Edesur’s debt.

Subsequently, Resolution SE 250/13 was supplemented and extended to December 2014 under Secretary of Energy Note SE 6852/2013, No. 4012, No.486 and No.1136. The financial effects of this compensation positively affected net income for the company. However, the Integral Tariff Review (RTI) to adjust Edesur’s revenues to its costs and obligations, as provided for in the Renegotiation Agreement Act, is still pending at this time.

In March 2015, the Secretary of Energy issued Resolution SE No. 32/2015 establishing beginning on February 1, 2015, a NEW THEORETICAL TARIFF TABLE without passing it to the tariffs to the customers. The difference between the theoretical table and that applied to customers represent temporary additional revenue to the distribution Company, being the difference determined by the ENRE and CAMMESA responsible for transfer those funds. The resolution states that those additional revenues will be considered in the future RTI. Also, ENRE was instructed to apply the initial actions to implement it.

Likewise, and as of the same date, the resolution states that the funds originated in the PUREE will become actual revenue of the distribution company for recognizing higher costs. Additionally, it maintains the funding of the investments through the ENRE 347/12 charge and loans scoped in Resolution SE 10/2014.

In regards to the situation before January 31, 2015, the resolution extended the compensation MMC – PUREE to that date, allowing the payment between the loan to the distributor company and the Energy Invoice with CAMMESA. The remaining balance will be paid using a payment plan to be defined. In terms of the definition of the debt between EDESUR and CAMMESA, the Energy Secretary defined to be determined using the active rate of Banco de la Nación Argentina as well for the loans as for the debt of Edesur, without considering interest from CAMMESA as stated in the procedures.

The resolution requested the Company to present an Investment Plan for its approval and execution during the year 2015. Also, it requested to abandon the judicial actions that would have been initiated and the Commitment of Use of the additional revenues received (among them, not paying dividends).

Subsequently, the Secretary of Energy through Resolution SE No. 1208, instructed CAMMESA on the methodology to calculate the debt, as of January 31, 2015, that EDESUR owed to the MEM, and its compensation with the credits from the application of the Cost Monitoring Mechanism (MMC). As a result, during the first semester of 2015, EDESUR recognized net financial income for AR$628.6 million.

Although Resolution SE No. 32/2015 represents the first step towards an improvement in the economic situation of the Company, it expects that investments be still financed with mutual loans with CAMMESA. It is still pending to establish mechanisms to allow payment of remaining balances in favor of MEM, as well as, the revenue updates from the increases in operational costs. On the other side, tariffs remain frozen since 2008.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Additionally, the ENRE informed to the Secretary of Energy the variations to the Cost Monitoring Mechanism (MMC) for the November 2014 – April 2015 (6.85%) and May 2015 – October 2015 (8.92%) periods as required by Article 2 of Resolution SE 32/15. Based on such variations, the Secretary of Energy updated the Transitional Revenues established in Article 5 of Resolution SE 32/15. The updates were informed through Notes SE 2097 and 2157. On the other hand, the issuance of Resolution SE 2158 resulted in the recognition of additional salary expense for the year 2014 that were applied to employees in year 2015.

On December 16, 2015, the National Executive Branch enacted the Decree No. 134/2015, which declared a state of emergency for the National Electricity sector until December 31, 2017, and instructed the newly created Ministry of Energy and Mining to prepare and implement a national program to improve the quality and safety of the electrical supply and guarantee that it is provided under the best technical and economic conditions.

In following those instructions, on January 27, 2016, it was published Resolution No. 6 of the Ministry of Energy and Mining approving the Summer Quarterly Re-Scheduling (February 2016 – April 2017) tariffs for the Wholesale Electricity Market which is determined based on the “Procedures to Schedule the Operations, Dispatch of Generation Units and Pricing”. The tariffs consider a reduction in tariff subsidies and differentiated pricing schemes for those residential customers saving energy, and a new Social Tariff. This resolution is a significant step to the process of reconstructing the payment chain in the electric market.

In addition, on January 28, 2016, Resolution No. 7 of the Ministry of Energy and Mining applicable specifically to Edesur S.A. and Edenor S.A. was published, instructing the ENRE to adjust, through the Integral Tariff Review (“RTI”), the value added from distribution in the tariff tables for energy distribution companies, by using the Transition Tariff Regime. Also, instructed to no longer apply the PUREE and to apply a Social Tariff to the population of consumers for which the criteria defined by the resolution will be applied. Finally, the resolution instructed to carry out all necessary procedures to apply the RTI to the energy distribution companies with an effective date before December 31, 2016.

On January 29, 2016, the ENRE issued Resolutions Nos. 1 and 2, in order to return to the basis of Law 24,065 and the normalization of the electricity sector which was many times claimed by EDESUR’s representatives. Resolution No. 1 establishes the new tariff table to be applied to each type of customer beginning on February 2, 2016 following the guidelines of Resolution No. 7/2016, as well as, the new rules on supplying in order to line in it with the monthly invoicing. Resolution No. 2 establishes the termination of the FOCEDE which was created in January 31, 2012, and creates a new regime for the funds collected through Resolution No. 347/12 which will no longer be deposited to a fiduciary fund and instead will be deposited to an account of a bank authorized by the Argentine Central Bank.

On April 5, 2016, the Secretary of Energy issued Resolutions Nos. 54 and 55. Resolution No. 54 approves the tender specifications, expected to be granted on May 27, 2016, for contracting the advisor for the RTI of Edesur and Edenor. Resolution No. 55 approves the timeline and guidelines of the tender, stating that the ENRE will define the quality parameters and the tariff and that the first presentation of the reports from the energy distribution companies will be July 20, 2016 and the final presentation will be on September 1, 2016. The results of the tender are expected to be informed on September 5, 2016.

On April 27, 2016, the Secretary of Energy issued Resolution 41/2016 approving the Seasonal Schedule of Winter for the Wholesale Electricity Market requested by CAMMESA, which corresponds to the period of May 1, 2016 to October 31, 2016. The tariff values are the same as those established under Resolution No. 6 dated on January 27, 2016, of the Ministry of Energy and Mining.

The ENRE, through Resolution 290/2016 applicable to Edenor and Edesur, instructed them to eliminate the charge of six of thousandths established in Article 1 of Law 23.681 from the invoices whose meter reading date is after the effective date of the Decree 695/2016. Also, it instructed to make the necessary

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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customization in their invoicing systems making the appropriate adjustments, if necessary, to ensure the accurate application of Decree 695/2016.

Subsequently, on June 7, 2016, the ENRE issued Resolution 321/2016 applicable to Edenor and Edesur, approving the National Public Tender of Multiple Stages 1/2016 for the advisory services to perform the RTI for the distribution companies. Up to date, the regulatory body has not issued any resolutions establishing the quality parameters and the value of costs of non-supplied energy required to perform the RTI.

Brazil

In Brazil, there are three types of tariff adjustments: i) Ordinary Tariff Reviews (RTO) which are conducted periodically in accordance with the provisions in the concession contracts (in Coelce every 4 years and in Ampla every 5 years); (ii) Annual Adjustments (IRT) since Brazil, unlike other countries, does not automatically index its tariffs to inflation; and (iii) Extraordinary Reviews (RTE) when important events have occurred that may affect the financial situation of the distributors.

In September 2012, the government approved Temporary Measure 579, one purpose of which was to reduce certain electricity tariff taxes and special charges paid by the final user, which will be paid in the future with the state budget. In January 2013, the Temporary Measure became Law 12,783, giving rise to Extraordinary Tariff Reviews that resulted in tariffs dropping an average of 18% throughout the country. This reduction affected Ampla and Coelce from the end of January to April 2013 (when the respective annual readjustments went into effect).

In April 2014, ANEEL finalized its periodic tariff review of Ampla for the 2014-2019 period with retrospective effect on March 15, 2014.

On March 1, 2015, through Resolution No. 1858/2015, Coelce had an extraordinary review when its rate increased by 10.28% for purposes of face the increases in charges (Energy Development Account – CDE) and the costs of energy purchase.

The last periodic tariff review of Coelce was made in 2015 (the first of our distribution companies using the new fourth tariff cycle technology) for the 2015 – 2019 period, effective beginning on April 22, 2015. Such review was provisional as the methodologies of tariff review were not approved in time. The additional average increase in tariffs was 11.69% as approved under Resolution No. 1882/2015. In 2016, the final review will be calculated and the positive/negative differences from the application of the new methodology will be included in the 2016 adjustments.

Ampla will begin to use the fourth tariff cycle methodology in its tariff review in March 2019; however, in March 2015 it has a final average increase of 37.3% (Resolution 1869/2015) essentially due to increases in Section A.

Finally, still in the scope of the fourth tariff cycle, on November 17, 2015, Chapter 2.3 of the Tariff Review Procedures related to the determination of the Basis for Remuneration was approved, under which a Database of Referential Prices was created to value certain variables of the basis for remuneration in the upcoming tariff reviews.

ANEEL approved the results of the first periodic review of CIEN. Beginning on July 1, 2015, the tariffs were adjusted in minus 7.49%, as approved in Resolution No. 1902/2015.

On March 8, 2016, ANEEL homologate the tariff adjustment of Ampla. Beginning on March 15, 2016, the tariffs were adjusted in 7.38% (positive) for all Ampla’s customers (7.15% for consumer of low voltage and 7.89% for consumers of high voltage).

In relation to the request of changing the settlement rate it was decided to create a panel of experts to define, within a period of 6 months, the new values.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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ANEEL, through Resolution No. 2061 dated on April 12, 2016, approved the final results for the fourth periodic tariff review (“RTP”) of Coelce, the results were included in the 2016 adjustments.

ANEEL, through Resolution No. 2065 dated on April 19, 2016, approved the energy tariffs of Coelce as a result of the 2016 tariff adjustments. The average increase in tariffs to consumers was 12.97%.

Colombia

The Energy and Gas Regulatory Commission (Comisión de Regulación de Energía y Gas – CREG) is the entity that defines the method by which distribution networks are paid. Distribution charges are reviewed every five years and updated monthly according to the Producer Price Index (PPI). Currently, these charges include the new replacement value of all operational assets, the Administration, Operation and Maintenance (AOM) and non-electrical assets used in the distribution business.

In Colombia, the current distribution charges for Codensa were published by the CREG in October 2009.

The review of regulated distribution charges began in 2013 with the publication of the assumptions for the remuneration methodology proposed by the CREG in Resolution 043 dated 2013. These assumptions were complemented by the development of the Purposes and Guidelines for Compensation of the Distribution Activity for the period 2015-2019 in resolution CREG 079 dated 2014.

In February 2015, the CREG issued a proposal of Resolution 179 of 2014, which propose the methodology for remunerating the distribution activity. The methodology is based on a Regulated Revenue scheme. Annual revenues will be determined using a Regulated of Assets Net Basis (BRA) and a rate of return (to be defined in separate resolution) plus the Recovery of Invested Capital. Also, it is included an annual revenue for incentives to investments and expenditures efficiency and quality improvements.

Additionally, the Regulatory Commission issued resolution CREG 095 dated 2015, where is defined the method for calculating the regulated remuneration tariff (WACC) for Electricity Transmission and Distribution, as well as for Natural Gas Transportation and Distribution.

In March 2016, the CREG through resolution 024 of 2016 proposed a project to established a new method for calculating the regulated remuneration tariff, the proposal retains the application of the depreciated value of the assets, a new factor of residual value determined based on the date of assets were in place for operations and historical inventories and also propose a factor based on monthly revenues. It is not practicable to provide a reasonable estimate of the effect of applying this new method proposed until the CREG issues its final resolution.

In relation to the regulated selling charge, in January 2015, the CREG issued Resolution 180 of 2014, where the methodology for calculating regulated selling charges was defined. The approval of a new basis selling cost for Codensa was made in December 2015 through resolutions CREG 120 and 191 of 2015.

The Commission published resolution CREG 135 dated 2014 with regard to the pricing formula. This resolution establishes the assumptions on which studies were carried out to determine the unit cost formula for providing the service during the next tariff period.

Peru

As in Chile, a process takes place in Peru every four years to determine the VAD, also using a “model company” methodology for a typical area. In October 2013, the OSINERGMIN published Resolution 203/2013 setting Edelnor’s distribution tariffs from November 2013 to October 2017.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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5. NON-CURRENT ASSETS OR DISPOSAL GROUPS HELD FOR SALE OR HELD FOR DISTRIBUTION TO OWNERS AND DISCONTINUED OPERATIONS

5.1 Corporate Reorganization

I. Background

On April 28, 2015, the Company informed the Superintendency of Securities and Insurance (hereinafter “SVS”) through a significant event, that the Board of Directors of the Company decided by unanimous vote to initiate an analysis of a corporate reorganization (the “reorganization”) aimed at the separation of the activities of generation and distribution of electricity in Chile from activities outside of Chile. The objective of this would be to resolve certain duplications and redundancies that arise from Enersis’ complex corporate structure today and generate value for all its shareholders, maintaining its inclusion in the Enel S.p.A. group.

Steps to carry out the reorganization:

 

    The spin-off of Enersis, and its subsidiaries Empresa Nacional de Electricidad S.A. (“Endesa Chile”) and Chilectra S.A. (“Chilectra”) by separating, on one side their generation and distribution businesses in Chile and for other side the businesses outside of Chile; and

 

    The subsequent merger of the entities having ownership interests in businesses outside of Chile namely Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. Enersis Américas would absorb by merger the other two entities.

At the Extraordinary Shareholders’ Meeting of Enersis held on December 18, 2015, the shareholders approved the spin-off of Enersis into two companies (the “Spin-Off”). As a result of this Spin-Off will be created Enersis Chile S.A. (“Enersis Chile”), a new publicly held company, which will be governed under Chapter XII of D.L. 3,500 and to which were allocated the shareholdings and other associated assets and liabilities of Enersis in Chile, including the ownership interests in Endesa Chile and Chilectra Chile, already spun-off. All of Enersis’ shareholders will participate in Enersis Chile in the same proportion that they had in the Enersis’ capital, with a number of shares equal to what they had in Enersis (ratio 1:1); remaining in the demerged company (“Enersis Américas”) all the respective business currently outside of Chile, including its ownership interests in the new entities resulting from the spin-offs of Chilectra and Endesa Chile, and all the assets and liabilities and administrative authorizations in Chile not expressly allocated to Enersis Chile in the Spin-Off.

As part of the Spin-Off, it was agreed (i) to reduce the capital of Enersis as a consequence of the Spin-Off from Ch$5,804,447,986,000 divided into 49,092,772,762 registered common shares of a single series and no par value, to the new amount of Ch$3,575,339,011,549 divided into 49,092,772,762 registered common shares of a single series and no par value. Additionally, it was also agreed to (ii) establish the capital of Enersis Chile at Ch$2,229,108,974,451 corresponding to the amount by which the capital of Enersis has been decreased, divided into 49,092,772,762 registered common shares, all of the same series and no par value, and (iii) distribute the company’s equity interest between Enersis and Enersis Chile, by allocating assets and liabilities as indicated by the aforementioned meeting, to Enersis Chile.

Likewise, the by-laws of Enersis were approved as a result of the Spin-Off as follows: (i) its corporate name was changed to Enersis Américas S.A.; and (ii) it corporate purpose was extended to include loans to related companies.

On March 1, 2016, upon meeting all conditions including the capital decrease and modifications to the by-laws, the spin-off of Enersis became effective and Enersis S.A.’s corporate name was changed to Enersis Américas S.A. The new entity Enersis Chile was also incorporated on that date.

On May 6, 2016, Enersis Américas reported to the SVS through a Significant Event that at the Extraordinary Board of Directors Meeting held on that date, it was unanimously agreed to formally begin the Merger

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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process in which Enersis Américas would absorb Endesa Américas and Chilectra Américas by incorporation, which would then be dissolved without liquidation, replacing them in all their rights and obligations. The Merger is subject to compliance with the condition precedents and other agreements reached at the Shareholder Meeting, and if approved, it would be effective during the second half of 2016.

II. Accounting Aspects

As of December 31, 2015, upon compliance with the criteria in IFRS 5–Non-Current Assets Held for Sale and Discontinued Operations, the following accounting treatment was applied:

i. Assets and liabilities

All assets and liabilities related to the generation and distribution businesses in Chile were classified as Non-current assets or disposal groups held for distribution to owners and as Liabilities associated with disposal groups held for distribution to owners, in accordance with the criteria described in Note 3.j.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The following table sets forth the assets and liabilities related to the operations in Chile that have been classified as held for distribution to owners as of March 1, 2016, effective date of Enersis Américas’ spin-off, and December 31, 2015:

 

    

03-01-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

ASSETS

     

CURRENT ASSETS

                 

Cash and cash equivalents

     161,018,932         144,261,845   

Other current financial assets

     568,475         16,313,194   

Other current non-financial assets

     5,815,999         3,984,943   

Trade and other current receivables

     583,273,636         596,364,468   

Current accounts receivable from related companies

     32,782,254         23,611,569   

Inventories

     42,865,038         42,616,615   

Current tax assets

     27,567,612         20,306,212   

TOTAL CURRENT ASSETS

     853,891,946         847,458,846   

NON-CURRENT ASSETS

                 

Other non-current financial assets

     25,145,235         21,750,452   

Other non-current non-financial assets

     5,631,227         4,769,885   

Trade and other non-current receivables

     14,550,780         14,392,223   

Investments accounted for using the equity method

     32,780,878         45,716,371   

Intangible assets other than goodwill

     42,372,945         42,879,326   

Goodwill

     887,257,655         887,257,655   

Property, plant and equipment

     3,444,874,361         3,429,167,797   

Investment property

     8,152,496         8,150,987   

Deferred tax assets

     21,513,079         22,392,339   

TOTAL NON-CURRENT ASSETS

     4,482,278,656         4,476,477,035   

TOTAL ASSETS

     5,336,170,602         5,323,935,881   

CURRENT LIABILITIES

                 

Other current financial liabilities

     27,396,476         27,921,725   

Trade and other current payables

     512,636,625         554,915,972   

Current accounts payable to related companies

     59,888,535         55,238,930   

Other current provisions

     9,265,833         16,329,195   

Current tax liabilities

     20,652,997         15,119,789   

Other current non-financial liabilities

     9,168,651         6,120,658   

TOTAL CURRENT LIABILITIES

     639,009,117         675,646,269   

NON-CURRENT LIABILITIES

                 

Other non-current financial liabilities

     905,387,924         917,197,790   

Other non-current payables

     4,883,177         6,034,216   

Non-current accounts payable to related companies

     251,527         97,186   

Other non-current provisions

     56,116,139         56,116,140   

Deferred tax liabilities

     238,227,605         235,101,356   

Non-current provisions for employee benefits

     55,697,489         55,023,456   

Other non-current non-financial liabilities

     435,673         435,689   

TOTAL NON-CURRENT LIABILITIES

     1,260,999,534         1,270,005,833   

TOTAL LIABILITIES

     1,900,008,651         1,945,652,102   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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ii. Accumulated Other Comprehensive Income in Net Equity

The accumulated other comprehensive income balance related to assets and liabilities held for distribution to owners were the following:

 

Reserves originated from   

03-01-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

Exchange differences on translation

     10,192,702         11,328,513   

Cash flow hedges

     (112,912,093      (120,517,197

Gains and losses on remeasuring available-for-sale financial instruments

     14,841         14,835   

Other miscellaneous reserves

     (553,646      7,736,853   

Total

     (103,258,196      (101,436,996

iii. Revenue and expenses

All revenues and expenses related to the generation and distribution businesses in Chile recognized until the effective date of the spin-off of Enersis were classified as discontinued operations and presented under the caption “Income after tax from discontinued operations” in the consolidated statement of comprehensive income.

The following table sets forth the breakdown by nature of the line item “Income after tax from discontinued operations” for the two month period ended February 29, 2016 and the six month period ended June 30, 2015:

 

Statement of Income   

02-29-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Revenues

     402,810,199         1,136,808,856   

Other operating income

     2,561,433         6,499,552   

Total Revenue and Other Operating Income

     405,371,632         1,143,308,408   

Raw materials and consumables used

     (236,672,086      (814,234,859

Contribution Margin

     168,699,546         329,073,549   

Other work performed by the entity and capitalized

     3,367,108         10,560,312   

Employee benefits expense

     (16,099,065      (68,973,871

Depreciation and amortization expense

     —           (72,997,041

Reversal of impairment loss (impairment losses) recognized in profit or loss

     (968,888      (1,918,335

Other expenses

     (16,591,065      (53,645,749

Operating income

     138,407,636         142,098,865   

Other gains

     —           7,382,408   

Financial income

     2,563,118         7,093,810   

Financial costs

     (8,616,990      (32,081,475

Share of profit (loss) of associates and joint ventures accounted for using the equity method

     1,293,725         4,026,458   

Foreign currency exchange differences

     (21,263      (4,140,139

Profit from indexed assets and liabilities

     267,856         1,383,865   

Income before taxes

     133,894,082         125,763,792   

Income tax expense, discontinued operations

     (18,763,695      (28,404,932

NET INCOME FROM DISCONTINUED OPERATIONS

     115,130,387         97,358,860   

Net income from discontinued operations attributable to:

                 

Shareholders of Enersis Américas

     77,879,507         83,572,691   

Non-controlling interests

     37,250,880         13,786,169   

NET INCOME FROM DISCONTINUED OPERATIONS

     115,130,387         97,358,860   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Due to classification of generation and distribution of energy activities in Chile as discontinued operations, those lines of business are not included in Note 31. Information by segment.

The following table sets forth the breakdown by nature of total comprehensive income from discontinued operations for the two month period ended February 29, 2016 and the six month period ended June 30, 2015, which are part of the Interim Consolidated Comprehensive Income by Nature for the periods of six month ended June 30, 2016 and 2015:

 

Statement of Comprehensive income   

02-29-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Net income from discontinued operations

     115,130,387         97,358,860   

Components of other comprehensive that will be reclassified subsequently to profit or loss, net of taxes

                 

Foreign currency translation gains (losses), net of tax

     (1,875,159      470,259   

Gains (losses) from available-for-sale financial assets, net of tax

     10         2,786   

Share of other comprehensive income from associates and joint venture accounted for using the equity method, net of taxes

     (13,822,107      147,178   

Gains (losses) from cash flow hedge, net of taxes

     12,652,797         (29,720,482

Total Other Comprehensive Income from Discontinued Operations

     (3,044,459      (29,100,259

TOTAL COMPREHENSIVE INCOME FROM DISCONTINUED OPERATIONS

     112,085,928         68,258,601   

Comprehensive income attributable to:

                 

Shareholders of Enersis Américas

     76,058,307         65,907,344   

Non-controlling interests

     36,027,621         2,351,257   

NET INCOME FROM DISCONTINUED OPERATIONS

     112,085,928         68,258,601   

iv. Cash flows

The following table sets for the net cash flows from operating, investing and financing activities attributable to discontinued operations for the two month period ended February 29, 2016 and the six month period ended June 30, 2015:

 

Statement of cash flows   

02-29-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Net cash flows from (used in) operating activities

     151,998,467         196,509,698   

Net cash flows from (used in) investing activities

     (46,141,505      (184,165,680

Net cash flows from (used in) financing activities

     (88,197,076      (67,364,445

Net increase (decrease) in cash and cash equivalents before effect of Exchange rate changes

     17,659,886         (55,020,427

Effect of exchange rate changes on cash and cash equivalents

     (902,799      2,973,962   

Net increase (decrease) in cash and cash equivalents

     16,757,087         (52,046,465

Cash and cash equivalents at beginning of period

     144,261,845         133,015,629   

Cash and cash equivalents at end of period

     161,018,932         80,969,164   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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6. CASH AND CASH EQUIVALENTS

 

  a) The detail of cash and cash equivalents as of June 30, 2016 and December 31, 2015, is as follows:

 

Cash and Cash Equivalents    Balance as of  
  

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

Cash balances

     9,611,686         7,718,308   

Bank balances

     164,176,352         194,453,214   

Time deposits

     678,067,293         573,985,007   

Other fixed-income instruments

     261,714,288         409,006,815   

Total

     1,113,569,619         1,185,163,344   

Time deposits have a maturity of three months or less from their date of acquisition and accrue the market interest for this type of short-term investment. Other fixed-income investments are mainly comprised of resale agreements maturing in 90 days or less from the date of investment. There are no restrictions for significant amounts of cash availability.

 

  b) The detail of cash and cash equivalents by currency is as follows:

 

Currency   

06-30-2016

(Unaudited)

     12-31-2015  
   ThCh$      ThCh$  

Chilean peso

     596,695,650         835,468,993   

Argentine peso

     77,722,984         44,883,600   

Colombian peso

     125,119,890         156,731,922   

Brazilian real

     216,966,974         91,204,686   

Peruvian nuevo sol

     35,977,118         34,749,661   

U.S. dollar

     61,087,003         22,124,482   

Total

     1,113,569,619         1,185,163,344   

 

  c) The following table shows a reconciliation of cash and cash equivalents presented in the statement of financial position with cash and cash equivalents in the cash flow statement as of June 30, 2016 and December 31, 2015:

 

     Balance as of  
 

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Cash and cash equivalents (statement of financial position)

    1,113,569,619        1,185,163,344   

Cash and cash equivalents attributable to assets held for distribution to
owners (*)

    —          144,261,845   

Cash and cash equivalents (statement of cash flows)

    1,113,569,619        1,329,425,189   

 

  (*) See Note 5.1.II.i).

 

  d) The following amounts have been received from the sale of shares in subsidiaries:

 

Loss of control at Subsidiaries   

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Amounts received for the sale of subsidiaries(*)

     —           25,000,000   

Amounts in cash and cash equivalents in entities sold

     —           (18,360,347

Total net

     —           6,639,653   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  e) Other outflows of cash classified as financing activities:

On March 1, 2016, as a result of completion of the Enersis Américas spin-off (See Note 5.1), the cash and cash equivalents balances of ThCh$161,018,932 (Unaudited) were transferred to the Enersis Chile Group. This amount corresponds to a portion of the balance, which at that date, was held by the Parent Company plus all of the cash and cash equivalent balances of the Chilean subsidiaries. This cash outflow is presented as a financing activity in line item “Other outflows of cash”, as it is part of an equity transaction with owners.

 

  f) Non-cash transactions as a result of the spin-off:

On March 1, 2016, as a result of completion of the Enersis Américas spin-off (See Note 5.1), certain intercompany balances to/from Enersis Chile’s group entities and Enersis Américas’ group entities that were prior to the spin-off eliminated in the consolidated financial statements of Enersis Américas, were reinstated as a result of spin-off effects..

 

7. OTHER FINANCIAL ASSETS

The detail of other financial assets as of June 30, 2016 and December 31, 2015, is as follows:

 

Other Financial Assets (*)   Balance as of  
  Current     Non-current  
 

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Available-for-sale financial investments – unquoted equity securities or with limited liquidity

    —          —          1,498,113        616,296   

Available-for-sale financial investments IFRIC 12 (2)

    —          —          607,460,392        487,893,679   

Financial assets held to maturity (1)

    123,487,629        27,195,496        40,486        39,673   

Hedging derivatives

    1,038,429        1,172,125        1,699        978,556   

Financial assets at fair value through profit or loss (1)

    17,594,085        35,467,539        738,279        —     

Non-hedging derivatives

    500,766        4,427,286        —          —     

Total

    142,620,909        68,262,446        609,738,969        489,528,204   

 

  (*) See Note 19.1.a
  (1) The amounts included in “financial assets held to maturity” and “financial assets at fair value through profit or loss” correspond mainly to time deposits and other highly liquid investments that are readily convertible to cash and subject to a low risk of changes in value, but that do not fulfill the definition of cash equivalent as defined in Note 3.f.2 (e.g. with maturity over 90 days from time of investment).
  (2) On September 11, 2012, the Brazilian government issued Temporary Law 579, which became permanent on January 13, 2013 and directly affects companies holding electric power generation, transmission, and distribution concessions, including Ampla and Coelce. Among its provisions, this legislation establishes that the government, as concession grantor, will use the Valor Nuevo de Reemplazo (VNR, New Replacement Value) to make the corresponding indemnity payments to the concessionaires for those assets that have not been amortized at the end of the concession period. Every month the distributors adjust the book value of the financial asset, by calculating the present value of estimated cash flows, using the effective interest rate on the corresponding payment at the end of the concession.

As a result of this new development, the subsidiaries have changed how they measure and classify the amounts they expect to recover in compensation when the concession period ends. The previous approach

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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was based on the historic cost of the investments, and the rights to compensation were recorded as an account receivable. Currently, they are measured on the basis of the VNR, and the compensation rights are classified as financial assets available for sale (see Note 3.f).

 

8. TRADE AND OTHER RECEIVABLES

 

  a) The detail of trade and other receivables as of June 30, 2016 and December 31, 2015, is as follows:

 

Trade and Other Receivables, Gross    Balance as of  
  

06-30-2016

(Unaudited)

     12-31-2015  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, gross

     1,311,191,011         365,562,389         1,194,381,502         398,695,864   

Trade receivables, gross

     1,056,856,713         233,917,786         859,695,602         257,022,423   

Other receivables, gross (1)

     254,334,298         131,644,603         334,685,900         141,673,441   

 

Trade and Other Receivables, Net    Balance as of  
  

06-30-2016

(Unaudited)

     12-31-2015  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, net

     1,189,121,678         350,128,561         1,088,131,567         398,695,864   

Trade and other receivables, net

     936,198,387         218,483,958         754,571,268         257,022,423   

Other receivables, net (1)

     252,923,291         131,644,603         333,560,299         141,673,441   

 

  (1) Includes as of June 30, 2016, mainly accounts receivable related to loans and advances to employees for ThCh$23,247,303 (Unaudited) (ThCh$14,081,204 as of December 31, 2015); Resolution SE 32/2015 (applicable in Argentina) for ThCh$0 (Unaudited) (ThCh$ ThCh$28,174,339 as of December 31, 2015) (See Note 4); Recoverable taxes (VAT) of ThCh$40,088,158 (Unaudited) (ThCh$62,451,442 as of December 31, 2015); and Accounts receivable at our Brazilian subsidiaries Ampla and Coelce, following the signing in 2014 of the addendum to the concession contracts where the outstanding assets are recoverable and/or can be offset in subsequent tariff periods for ThCh$74,169,910 (Unaudited) (ThCh$150,798,761 as of December 31, 2015), which are guaranteed by the Brazilian government; a receivable to “low income” consumers for ThCh$98,608,513 (Unaudited) (ThCh$83,800,187 as of December 31, 2015) to which a social discount is applied determining a “low income” final tariff. The Brazilian government replenish such discount to our subsidiaries Ampla and Coelce through a state subsidy; receivables related to the VOSA project in Argentina for ThCh$62,539,598 (Unaudited) (ThCh$62,677,143 as of December 31, 2015) (See Note 32.5).

There are no significant trade and other receivables balances held by the Group that are not available for its use.

The Group does not have customers to which it has sales representing 10% or more of its operating income for the six month periods ended June 30, 2016 and 2015 (Unaudited).

Refer to Note 9.1 for detailed information on amounts, terms and conditions associated with accounts receivable from related companies.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  b) As of June 30, 2016 and December 31, 2015, the balance of past due but not impaired trade receivables is as follows:

 

Trade Receivables Past Due But Not Impaired    Balance as of  
  

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

Less than three months

     193,293,242         117,895,535   

Between three and six months

     44,327,967         25,783,187   

Between six and twelve months

     43,514,194         28,220,570   

More than twelve months

     16,775,223         7,034,592   

Total

     297,910,626         178,933,884   

 

  c) The reconciliation of changes in the allowance for impairment of trade receivables is as follows:

 

Trade Receivables Past Due and Impaired   

Current and

Non-current

ThCh$

 

Balance as of January 1, 2015

     162,340,986   

Increases (decreases) for the year (*)

     46,890,017   

Amounts written off

     (23,480,578

Foreign currency translation differences

     (43,623,000

Transfer to assets held for distribution to owners

     (35,877,490

Balance as of December 31, 2015

     106,249,935   

Increases (decreases) for the year (*) (Unaudited)

     25,357,805   

Amounts written off (Unaudited)

     (8,847,204

Foreign currency translation differences (Unaudited)

     14,621,255   

Other (Unaudited)

     121,370   

Balance as of June 30, 2016 (Unaudited)

     137,503,161   

 

  (*) See Note 27 for impairment losses of financial assets.

The increase in the allowance for impairment of trade receivables, related to continuing operations of Enersis Américas, was ThCh$18,961,532 during the six month period ended June 30, 2015 (Unaudited) (See Note 27).

Write-offs for bad debt

Past-due debt is written off once all collection measures and legal proceedings have been exhausted and the debtors’ insolvency has been demonstrated. In our power generation business, this process normally takes at least one year of procedures for the few cases that arise in each country. In our distribution business, considering the differences in each country, the process takes at least six months in Argentina and Brazil, 12 months in Colombia and Peru, and 24 months in Chile. Overall, the risk of bad debt, and therefore the risk of writing off our trade receivables, is limited (see Notes 3.f.3 and 18.5).

 

  d) Additional information:

 

    Additional statistical information required under Official Bulletin 715 of the Superintendencia de Valores y Seguros de Chile (Chilean Superintendency of Securities and Insurance), of February 3, 2012 (XBRL Taxonomy). See Appendix 6.

 

    Supplementary information on Trade Receivables, see Appendix 6.1.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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9. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

Related party transactions are performed at current market conditions.

Transactions between the Company and its subsidiaries, associates and joint ventures have been eliminated on consolidation and are not itemized in this note.

As of the date of these financial statements, no guarantees have been given or received nor has any allowance for bad or doubtful accounts been recorded with respect to receivable balances for related party transactions.

The controlling shareholder of Enersis Américas is the Italian corporation Enel S.p.A.

9.1 Balances and transactions with related parties

The balances of accounts receivable and payable between the Company and its non-consolidated related companies are as follows:

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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a) Receivables from related companies

 

                            Balance as of  
                            Current     Non-Current  
Taxpayer ID
No. (RUT)
  Company     Country     Relationship   Currency     Description of  
Transaction
  Term of Transaction  

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Ch$   Other services   Less than 90 days     21,079        —          —          —     

Foreign

  Endesa España   Spain   Common Immediate Parent   Ch$   Other services   More than 90 days     12,748        13,077        —          —     

Foreign

  Endesa España   Spain   Common Immediate Parent   CP   Other services   More than 90 days     20,279        28,628        —          —     

Foreign

  Endesa España   Spain   Common Immediate Parent   Euros   Other services   More than 90 days     5,635        5,833        —          —     

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   CP   Other services   Less than 90 days     28,673        30,373        —          —     

Foreign

  Endesa Operaciones y Servicios Comerciales   Spain   Common Immediate Parent   CP   Other services   Less than 90 days     106,838        114,758        —          —     

Foreign

  SACME   Argentina   Associate   Arg $   Other services   Less than 90 days     33,993        42,003        270,698        355,485   

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   CP   Other services   Less than 90 days     13,581        3,276        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Euros   Other services   Less than 90 days     861,658        931,267        —          —     

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   CP   Energy sales   Less than 90 days     1,116,823        553,472        —          —     

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   CP   Other services   Less than 90 days     50,402        216,682        —          —     

Foreign

  Distribuidora Eléctrica de Cundinamarca S.A.   Colombia   Joint Venture   CP   Dividends   Less than 90 days     256,155        —          —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Ch$   Other services   Less than 90 days     —          36,067        —          —     

Foreign

  Enel Produzione   Italy   Common Immediate Parent   US$   Other services   Less than 90 days     145,675        —          —          —     

96.800.570-7

  Chilectra S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     42,992        —          —          —     

91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     696,243        —          —          —     

91.081.000-6

  Endesa S.A. (1)   Chile   Common Immediate Parent   Ch$   Loan   Less than 90 days     132,274,000        —          —          —     

96.770.940-9

  Compañía Eléctrica Tarapaca S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     5,366        —          —          —     

96.770.940-9

  Compañía Eléctrica Tarapaca S.A.   Chile   Common Immediate Parent   Real   Other services   Less than 90 days     85,642        —          —          —     

76.107.186-6

  Servicios Informáticos e Inmobiliarios Ltda.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     124,046        —          —          —     

76.107.186-6

  Servicios Informáticos e Inmobiliarios Ltda.   Chile   Common Immediate Parent   Arg $   Other services   Less than 90 days     64,275        —          —          —     

78.970.360-4

  Empresa Eléctrica Pehuenche S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     4,445        —          —          —     

76.003.204-3

 

Central Eólico Canela S.A.

 

Chile

 

Common Immediate Parent

 

Ch$

 

Other services

 

Less than 90 days

 

 

773

  

 

 

—  

  

 

 

—  

  

 

 

—  

  

76.014-570-K

  GasAtacama Chile S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     6,436        —          —          —     

Foreign

  Central Térmica Manuel Belgrano   Argentina   Common Immediate Parent   Arg $   Mercantile
current account
  Less than 90 days     6,148        —          —          —     

Foreign

  Central Térmica Manuel Belgrano   Argentina   Common Immediate Parent   Arg $   Dividends   Less than 90 days     21,764        —          —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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                            Balance as of  
                            Current     Non-Current  
Taxpayer ID
No. (RUT)
  Company     Country     Relationship   Currency     Description of  
Transaction
  Term of Transaction  

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Foreign

  Central Térmica San Martin   Argentina   Common Immediate Parent   Arg $   Mercantile current
account
  Less than 90 days     4,736        —          —          —     

Foreign

  Central Térmica San Martin   Argentina   Common Immediate Parent   Arg $   Dividends   Less than 90 days     16,762        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     4,929,890        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Ch$   Mercantile current
account
  Less than 90 days     16,448        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Ch$   Inventory sales   Less than 90 days     3,018,006        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   CP   Other services   Less than 90 days     5,481       
—  
  
    —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Ch$   Other services   Less than 90 days     14,736        99,972        —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Euros   Other services   Less than 90 days     —          145,858        —          —     

Foreign

  Enel S.p.A.   Italy   Parent   CP   Other services   Less than 90 days     172,244        116,940        —          —     

Foreign

  Yacylec S.A.   Argentina   Common Immediate Parent   Arg $   Other services   Less than 90 days     988        —          —          —     

96.806.130-5

  E.E. de Colina Ltda.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     976        —          —          —     

77.047.280-6

  Cameros   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     48        —          —          —     

Foreign

  Enel Green Power Cristal Eólica   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     387        343        —          —     

Foreign

 

Enel Green Power Emiliana Eolica Sa

 

Brazil

 

Common Immediate Parent

 

Real

 

Energy sales

 

Less than 90 days

 

 

34,119

  

 

 

460

  

 

 

—  

  

 

 

—  

  

Foreign

  Enel Green Power Emiliana Eolica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     521        —          —          —     

Foreign

  Enel Green Power Joana Eolica Sa   Brazil   Common Immediate Parent   Real   Energy sales   Less than 90 days     24,724        460        —          —     

Foreign

  Enel Green Power Joana Eolica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     521        —          —          —     

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Real   Energy sales   Less than 90 days     52,415        538        —          —     

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     608        —          —          —     

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Real   Energy sales   Less than 90 days     35,108        469        —          —     

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     530        —          —          —     

Foreign

  Enel Green Power Primavera Eolica   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     389        344        —          —     

Foreign

  Enel Green Power SAO Judas Eolica   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     386        341        —          —     

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Real   Energy sales   Less than 90 days     16,318        263        —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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                            Balance as of  
                            Current     Non-Current  
Taxpayer ID
No. (RUT)
  Company     Country     Relationship   Currency     Description of  
Transaction
  Term of Transaction  

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     298        —          —          —     

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Real   Energy sales   Less than 90 days     41,042        429        —          —     

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     485        —          —          —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Real   Energy sales   Less than 90 days     43,515        429        —          —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     485        —          —          —     

Foreign

  Energía Nueva Energía Limpia Mexico S.R.L   Mexico   Common Immediate Parent   Ch$   Other services   Less than 90 days     20,077        15,306        —          —     

Foreign

  Enel Green Power Colombia   Colombia   Common Immediate Parent   CP   Other services   Less than 90 days     18,332        978,185        —          —     

Foreign

  Enel Green Power Participações Ltda   Brazil   Common Immediate Parent   US$   Other services   Less than 90 days     24,528        21,454        —          —     

Foreign

  Enel Soluções Energéticas   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     61        54        —          —     

Foreign

  Enel Green Power Maniçoba   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     708        626        —          —     

Foreign

  Enel Green Power Esperança   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     662        585        —          —     

Foreign

  Enel Green Power Damascena   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     708        624        —          —     

Foreign

  Enel Italia Servizi SRL   Italia   Common Immediate Parent   CP   Other services   Less than 90 days     —          207,814        —          —     
        Total                     144,502,911        3,566,930        270,698        355,485   

 

(1) Corresponds to a loan agreement that Enersis Américas entered into with Endesa Chile for a principal amount of US$250 million at an annual fixed interest rate of 1.38% and maturity on December 5, 2016.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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b)    Accounts payable to related companies

 

                            Balance as of  
                            Current     Non-Current  

Taxpayer ID

No. (RUT)

  Company   Country   Relationship   Currency   Description of
Transaction
  Term of
Transaction
 

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Arg$   Other services   Less than 90 days     48,086        59,416        —          —     

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Ch$   Dividends   Less than 90 days     —          58,897,984        —          —     

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   CP   Other services   Less than 90 days     94,669        40,920        —          —     

Foreign

  SACME   Argentina   Associate   Arg$   Other services   Less than 90 days     129,445        161,015        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Euros   Other services   Less than 90 days     53,366        28,617        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Ch$   Dividends   Less than 90 days     —          29,658,243        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Ch$   Mercantile current
account
  Less than 90 days     105,420        —          —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   CP   Other services   Less than 90 days     178,922        302,025        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Euros   Other services   Less than 90 days     299,786        414,397        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Real   Other services   Less than 90 days     —          384,082        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Arg$   Other services   Less than 90 days     16,553        173,687        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Arg$   Mercantile current
account
  Less than 90 days     131,064        —          —          —     

Foreign

  Enel Distribuzione   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     17,831        —          —          —     

Foreign

  Enel Distribuzione   Italy   Common Immediate Parent   Euros   Other services   Less than 90 days     165,489        194,151        —          —     

Foreign

  Enel Produzione   Italy   Common Immediate Parent   Euros   Other services   Less than 90 days     203,646        —          —          —     

Foreign

  Enel Produzione   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     295,724        184,373        —          —     

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   Euros   Mercantile
current account
  Less than 90 days     814,696        —          —          —     

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   Euros   Other services   Less than 90 days     716,972        1,513,001        —          —     

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     —          192,920        —          —     

Foreign

  Empresa de Energía de
Cundinamarca S.A.
  Colombia   Joint Venture   CP   Energy purchases   Less than 90 days     1,259,971        1,121,851        —          —     

Foreign

  Endesa España   Spain   Common Immediate Parent   Ch$   Other services   Less than 90 days     317,028        —          —          —     

Foreign

  Endesa España   Spain   Common Immediate Parent   Euros   Other services   Less than 90 days     53,175        74,089        —          —     

96.800.570-7

  Chilectra S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     279,210        —          —          —     

96.800.570-7

  Chilectra S.A.   Chile   Common Immediate Parent   CP   Other services   Less than 90 days     38,750        —          —          —     

91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   Ch$   Mercantile current
account
  Less than 90 days     1,115,705        —          —          —     

91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     302,289        —          —          —     

91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   US$   Other services   Less than 90 days     930,217        —          —          —     

91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   CP   Other services   Less than 90 days     30,371        —          —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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                            Balance as of  
                            Current     Non-Current  

Taxpayer ID

No. (RUT)

  Company   Country   Relationship   Currency   Description of
Transaction
  Term of
Transaction
 

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   Euros   Other services   Less than 90 days     437,616        —          —          —     

96.770.940-9

  Compañía Eléctrica
Tarapaca S.A.
  Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     64,837        —          —          —     

76.107.186-6

  Servicios Informáticos e
Inmobiliarios Ltda.
  Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     2,882,798        —          —          —     

76.107.186-6

  Servicios Informáticos e
Inmobiliarios Ltda.
  Chile   Common Immediate Parent   CP   Other services   Less than 90 days     361,123        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Ch$   Mercantile
current account
  Less than 90 days     732,893        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Ch$   Other services   Less than 90 days     596,480        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Euros   Other services   Less than 90 days     14,950        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Real   Other services   Less than 90 days     8,929        —          —          —     

76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   CP   Other services   Less than 90 days     13,496        —          —          —     

Foreign

  Enel Trade S.p.A.   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     50,874        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Real   Other services   Less than 90 days     16,383,280        12,027,207        —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Real   Other services   Less than 90 days     788,722        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Euros   Other services   Less than 90 days     4,492,016        2,841,305        —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Euros   Other services   Less than 90 days     1,614,391        9,039        —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Ch$   Other services   Less than 90 days     8,732        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   CP   Other services   Less than 90 days     189,689        59,242        —          —     

Foreign

  Enel Green Power
Emiliana Eolica Sa
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     187,486        152,859        —          —     

Foreign

  Enel Green Power Joana
Eolica Sa
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     135,928        110,781        —          —     

Foreign

  Enel Green Power
Modelo I Eolica SA
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     254,015        234,876        —          —     

Foreign

  Enel Green Power
Modelo II Eolica SA
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     169,966        157,329        —          —     

Foreign

  Enel Green Power Dois
Riachos SA
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     293,995        —          —          —     

Foreign

  Enel Green Power
Tacaicó
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     97,318        72,411        —          —     

Foreign

  Enel Green Power
Pedra Do Gerônimo Eólic
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     244,581        183,859        —          —     

Foreign

  Enel Green Power Pau
Ferro Eólica Sa
  Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     259,355        195,699        —          —     

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     1,571,091        —          —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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                            Balance as of  
                            Current     Non-Current  

Taxpayer ID

No. (RUT)

  Company   Country   Relationship   Currency   Description of
Transaction
  Term of
Transaction
 

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Foreign

  Enel Italia Servizi SRL   Italia   Common Immediate Parent   Euros   Other services   Less than 90 days     191,945        82,220        —          —     

Foreign

  Enel Green Power
Desenvolvimiento Ltda.
  Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     327,227        286,224        —          —     

Foreign

  Enel Green Power Brasil   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     —          19,140        —          —     

Foreign

  Enel Green Power Brasil
Participações Ltda
  Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     21,882        —          —          —     

Foreign

  Enel Green Power Italia   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     137,196        64,546        —          —     
 

Total

    40,131,196        109,897,508        —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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c) Significant transactions and effects on income/expenses:

Transactions with related companies that are not consolidated and their effects on profit or loss are as follows:

 

Taxpayer ID

No. (RUT)

  Company   Country   Relationship   Description of Transaction   06-30-2016
(Unaudited)
ThCh$
    06-30-2015
(Unaudited)
ThCh$
 

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   Other operating income     24,053        21,075   

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Other fixed operating expenses     (51,803     (75,577

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Fuel consumption     (11,478,600     (11,632,231

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Other fixed operating expenses     (27,321     (69,949

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Commodity derivatives     —          (2,099,320

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   Gas consumption     (13,704,410     (96,722,332

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   Gas transportation     (8,923,783     (26,281,159

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   Other financial income     1,103        29,826   

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   Energy Sales     444,523        1,749,120   

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   Electricity tolls     (150,802     (44,924

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   Other fixed operating expenses     (37,162     —     

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   Other services rendered     —          236,907   

Foreign

  SACME   Argentina   Associate   Outsourced services     (842,407     (913,670

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Energy purchases     (1,484,096     (3,201,221

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Electricity tolls     (42,756     (136,301

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Other services rendered     59,824        162,971   

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Energy sales     131,409        201,047   

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Other fixed operating expenses     (237,607     (40,612

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Other operating income     1,986        19,876   

96.806.130-5

  Electrogas S.A. (*)   Chile   Associate   Gas tolls     (885,381     (1,710,334

96.806.130-5

  Electrogas S.A. (*)   Chile   Associate   Fuel consumption     174,832        (361,510

Foreign

  Endesa Operaciones y Servicios   Spain   Common Immediate Parent   Other operating income     74,609        82,863   

Foreign

  Endesa Operaciones y Servicios   Spain   Common Immediate Parent   Other fixed operating expenses     —          (20,057

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   Other services rendered     6,074        17,816   

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   Other fixed operating expenses     (452,296     (376,633

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Energy Sales     3,837,973        1,981,634   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Othe services rendered     1,475,158        1,453,490   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Electricity tolls     (840,523     (824,883

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda. (*)   Chile   Joint Venture   Electricity tolls     (245,968     (705,500

Foreign

  Endesa España   Spain   Common Immediate Parent   Other operating income     —          38,227   

Foreign

  Endesa España   Spain   Common Immediate Parent   Other fixed operating expenses     (63,486     (217,029

Foreign

  Enel Trade S.p.A   Italy   Common Immediate Parent   Other operating income     48,233        —     

Foreign

  Enel Trade S.p.A   Italy   Common Immediate Parent   Other fixed operating expenses     (156,280     (131,508

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Taxpayer ID

No. (RUT)

  Company   Country   Relationship   Description of Transaction   06-30-2016
(Unaudited)
ThCh$
    06-30-2015
(Unaudited)
ThCh$
 

76.321.458-3

  Sociedad Almeyda Solar Spa (*)   Chile   Common Immediate Parent   Energy purchases     (817,159     (939,843

76.321.458-3

  Sociedad Almeyda Solar Spa (*)   Chile   Common Immediate Parent   Electricity tolls     (40,520     (29,945

76.321.458-3

  Sociedad Almeyda Solar Spa (*)   Chile   Common Immediate Parent   Other services rendered     35,765        2,846   

76.321.458-3

  Sociedad Almeyda Solar Spa (*)   Chile   Common Immediate Parent   Energy Sales     34,820        483   

76.052.206-6

  Parque Eolico Valle de los Vientos S.A. (*)   Chile   Common Immediate Parent   Energy purchases     (2,809,400     (7,083,316

76.052.206-6

  Parque Eolico Valle de los Vientos S.A. (*)   Chile   Common Immediate Parent   Energy Sales     139,003        69,768   

Foreign

  Enel S.p.A.   Italy   Parent   Other fixed operating expenses     (8,057,817     (6,389,676

Foreign

  Enel S.p.A.   Italy   Parent   Other operating income     52,289        154,094   

Foreign

  Enel Italia   Italy   Common Immediate Parent   Other fixed operating expenses     (105,613     (25,931

Foreign

  Enel Italia   Italy   Common Immediate Parent   Other operating income     —          126,187   

76.179.024-2

  Parque Eolico Tal Tal S.A. (*)   Chile   Common Immediate Parent   Energy purchases     (4,382,025     (13,287,293

76.179.024-2

  Parque Eolico Tal Tal S.A. (*)   Chile   Common Immediate Parent   Energy Sales     25,545        121,801   

Foreign

  Quatiara Energia S.A.   Brazil   Common Immediate Parent   Energy purchases     10        (69,650

Foreign

  Enel Green Power Cristal Eolica   Brazil   Common Immediate Parent   Other services rendered     2,109        482   

Foreign

  Enel Green Power SAO Judas Eolica   Brazil   Common Immediate Parent   Other services rendered     1,792        480   

Foreign

  Enel Green Power Primavera Eolica   Brazil   Common Immediate Parent   Other services rendered     2,119        484   

Foreign

  Enel Green Power Emiliana Eolica Sa   Brazil   Common Immediate Parent   Energy purchases     (875,082     (993,686

Foreign

  Enel Green Power Emiliana Eolica Sa   Brazil   Common Immediate Parent   Other services rendered     2,835        638   

Foreign

  Enel Green Power Emiliana Eolica Sa   Brazil   Common Immediate Parent   Energy sales     197,950        —     

Foreign

  Enel Green Power Joana Eolica Sa   Brazil   Common Immediate Parent   Energy purchases     (650,964     (720,152

Foreign

  Enel Green Power Joana Eolica Sa   Brazil   Common Immediate Parent   Other services rendered     2,834        638   

Foreign

  Enel Green Power Joana Eolica Sa   Brazil   Common Immediate Parent   Energy Sales     143,259        —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Energy purchases     (1,063,775     (1,202,530

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Other services rendered     2,662        —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Energy sales     249,201        —     

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Energy purchases     (999,809     (1,195,205

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Other services rendered     3,142        —     

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Energy Sales     229,832        —     

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Energy purchases     (396,563     (470,712

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Other services rendered     1,681        —     

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Energy Sales     92,304        —     

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Energy purchases     (1,191,018     (1,526,847

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Other services rendered     4,045        747   

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Energy Sales     305,176        —     

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Energy purchases     (798,878     (1,022,740

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Other services rendered     2,909        652   

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Energy sales     203,405        —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Taxpayer ID

No. (RUT)

  Company   Country   Relationship   Description of Transaction   06-30-2016
(Unaudited)
ThCh$
    06-30-2015
(Unaudited)
ThCh$
 

Foreign

  Enel Produzione   Italy   Common Immediate Parent   Other fixed operating expenses     (117,010     (231,498

 Foreign

  Energía Nueva Energía Limpia Mexico S.R.L   Mexico   Common Immediate Parent   Other services rendered     4,440        5,390    

 Foreign

  Enel Green Power Italia   Italy   Common Immediate Parent   Other fixed operating expenses     (69,897     —      

 Foreign

  Enel Green Power Damascena S.A.   Brazil   Common Immediate Parent   Other services rendered     3,855        —      

 Foreign

  Enel Green Power Esperança S.A.   Brazil   Common Immediate Parent   Other services rendered     3,604        —      

 Foreign

  Enel Green Power Maniçoba S.A.   Brazil   Common Immediate Parent   Other services rendered     3,855        —      

 Foreign

  Enel Solucoes Energeticas Ltda   Brazil   Common Immediate Parent   Other services rendered     330        —      

 Foreign

  Enel Green Power Dois Riachos Eolica S.A.   Brazil   Common Immediate Parent   Energy purchases     (1,621,712     —      

 96.800.570-7

  Chilectra S.A.   Chile   Common Immediate Parent   Energy sales     3,519,163        —      

 96.800.570-7

  Chilectra S.A.   Chile   Common Immediate Parent   Other fixed operating expenses     (57,835     —      

 96.800.570-7

  Chilectra S.A.   Chile   Common Immediate Parent   Other financial income     27,106        —      

 96.800.570-7

  Chilectra S.A.   Chile   Common Immediate Parent   Other services rendered     (6,806     —      

 96.806.130-5

  E.E. de Colina Ltda.   Chile   Common Immediate Parent   Other services rendered     975        —      

 91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   Other financial income     689,396        —      

 91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   Other services rendered     126,979        —      

 91.081.000-6

  Endesa S.A.   Chile   Common Immediate Parent   Other fixed operating expenses     (233,560     —      

 96.783.220-0

  Pehuenche S.A.   Chile   Common Immediate Parent   Other services rendered     3,793        —      

 96.770.940-9

  Compañía Eléctrica Tarapacá S.A.   Chile   Common Immediate Parent   Other fixed operating expenses     (232,251     —      

 96.770.940-9

  Compañía Eléctrica Tarapacá S.A.   Chile   Common Immediate Parent   Other services rendered     5,387        —      

 76.003.204-3

  Eolica Canela   Chile   Common Immediate Parent   Other services rendered     988        —      

 76.107.186-6

  ICT Servicios informáticos Ltda.   Chile   Common Immediate Parent   Other services rendered     133,011        —      

 76.107.186-6

  ICT Servicios informáticos Ltda.   Chile   Common Immediate Parent   Other fixed operating expenses     (995,559     —      

 76.788.080-4

  Gas Atacama Chile   Chile   Common Immediate Parent   Other services rendered     6,577        —      

 76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Other financial expense     (317,781     —      

 76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Other services rendered     2,650,751        —      

 76.536.353-5

  Enersis Chile S.A.   Chile   Common Immediate Parent   Other fixed operating expenses     (1,092,333     —      

 Foreign

  Yacylec   Argentina   Associate   Other services rendered     5,308        —      

 Foreign

  Yacylec   Argentina   Associate   Other financial expense     (42,059     —      

 Foreign

  Enel Green Power Paranapanema S.A   Brazil   Common Immediate Parent   Energy purchases     (99,345     —      

 Foreign

  Enel Distribuzione   Italy   Common Immediate Parent   Other fixed operating expenses     (17,369     —      

 77.047.280-6

  Cameros   Chile   Common Immediate Parent   Other services rendered     47        58,329    

 76.126.507-5

  Parque Eolico Talinay Oriente SA (*)   Chile   Common Immediate Parent   Energy Sales     39,708        (278,012 )  

 76.126.507-5

  Parque Eolico Talinay Oriente SA (*)   Chile   Common Immediate Parent   Energy purchases     (101,565     —      

 

(*) For the six month periods ended June 30, 2016 and 2015 (Unaudited), the effects on profit or loss of the transactions with related companies in Chile have been classified as discontinued operations in the consolidated statement of comprehensive income. See Note 5.1.

Transfers of short-term funds between related companies are treated as current accounts changes, with variable interest rates based on market conditions used for the monthly balance. The resulting amounts receivable or payable are usually at 30 days term, with automatic rollover for the same periods and amortization in line with cash flows.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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9.2 Board of directors and key management personnel

Enersis Américas is managed by Board of Directors which consists of seven members. Each director serves for a three-year term after which they can be reelected.

The Board of Directors as of June 30, 2016, was elected at the Ordinary Shareholders Meeting held on April 28, 2016, which is composed of the following members:

Mr. Francisco de Borja Acha Besga

Mr. José Antonio Vargas Lleras

Mr. Livio Gallo

Mr. Enrico Viale

Mr. Hernán Somerville Senn

Mr. Patricio Gómez Sabaini

Mr. Domingo Cruzat Amunátegui

At the Board of Directors’ meeting held on April 29, 2016, Mr. Francisco de Borja Acha Besga was designated as Chairman of the Board, Mr. José Antonio Vargas Lleras was designated as Vice Chairman of the Board and Mr. Domingo Cruzat Amunátegui was designated as Secretary of the Board.

Likewise, at the same Board of Directors’ Meeting was elected the Directors Committee under the requirements of Law 18,046 on Corporations and the Sarbanes Oxley Act. The Committee is composed of the following independent directors: Mr. Hernán Sommerville Senn (as Chairman), Mr. Patricio Gómez Sabaini and Mr. Domingo Cruzat Amunátegui (as Secretary).

The Board designated as financial expert for the Directors Committee of Enersis Américas S.A. to Mr. Hernan Sommerville Senn.

a) Accounts receivable and payable and other transactions

 

    Accounts receivable and payable

There are no outstanding amounts receivable or payable between the Company and the members of the Board of Directors and key management personnel.

 

    Other transactions

No transactions other than the payment of remuneration have taken place between the Company and the members of the Board of Directors and key management personnel and other than transactions in the normal course of business-electricity supply.

b) Compensation for directors

In accordance with Article 33 of Law No. 18,046 governing stock corporations, the compensation of Directors is established each year at the Ordinary Shareholders Meeting of Enersis Américas S.A.

The remuneration consists of paying a variable annual compensation equal to one one-thousandth of the profit for the year (attributable to Shareholders of Enersis Américas). Also, each member of the Board will be paid a monthly compensation, one part a fixed monthly fee and another part dependent on meetings attended. The breakdown of this compensation is as follows:

 

    180 UF as a fixed monthly fee, and

 

    66 UF as per diem for each Board meeting attended.

The amounts paid for the monthly fee will be treated as payment in advance of the variable annual compensation described above. As stated in the by-laws, the remuneration for the Chairman of the Board will be twice that of a Director, and the compensation of the Vice Chairman will be 50% higher than that of a Director.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Any advance payments received will be deducted from the annual variable compensation, with no reimbursement if the annual variable compensation is lower than the total amount paid in advances. The variable compensation will be paid, when appropriate, after the Ordinary Shareholders’ Meeting approves the Annual Report, Balance Sheet and Financial Statements, and the Independent Auditors’ Reports and Account Inspectors’ Reports for the year ended December 31, 2016.

If any Director of Enersis Américas S.A. is a member of more than one Board in any Chilean or foreign subsidiaries and/or associates, or holds the position of director or advisor in other Chilean or foreign companies or legal entities in which Enersis Américas S.A. has a direct or indirect ownership interest, that Director can be compensated for his/her participation in only one of those Boards or Management Committees.

The Executive Officers of Enersis Américas S.A. and/or any of its Chilean or foreign subsidiaries or associates will not receive any compensation or per diem if they hold the position of director in any of the Chilean or foreign subsidiaries or associates of Enersis Américas S.A. Nevertheless, the executives may receive such compensation or per diem, provided there is prior express authorization, as a payment in advance of the variable portion of their remuneration received from the respective companies through which they are employed.

Directors’ Committee:

Each member of the Directors’ Committee will receive a variable remuneration equal to 0.11765 thousandth of the profit for the year (attributable to shareholders of Enersis Américas). Also each member will be paid a monthly compensation, one part in a fixed monthly fee and another part dependent on meetings attended.

This remuneration is broken down as follows:

 

    60.00 UF as a fixed monthly fee, and

 

    22.00 UF as per diem for each Board meeting attended.

The amounts paid for the monthly fee will be treated as payment in advance of the variable annual compensation described above.

Any advance payments received will be deducted from the annual variable compensation, with no reimbursement if the annual variable compensation is lower than the total amount paid in advances. The variable compensation will be paid, when appropriate, after the Ordinary Shareholders’ Meeting approves the Annual Report, Balance Sheet and Financial Statements, and the Independent Auditors’ Reports and Account Inspectors’ Reports for the year ended December 31, 2016.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The following tables show details of the compensation paid to the members of the Board of Directors of Enersis Américas for the six month periods ended June 30, 2016 and 2015:

 

Taxpayer ID

No.

(RUT)

  Name   Position   06-30-2016 (Unaudited)  
      Period in position   Enersis
Américas Board
ThCh$
    Board of
Subsidiaries
ThCh$
    Directors’
Committee
ThCh$
 

Foreigner

  Francisco de Borja Acha Besga (1)   Chairman   January - June 2016     —          —          —     

Foreigner

  José Antonio Vargas Lleras (2)   Vice Chairman   May - June 2016     —          —          —     

Foreigner

  Francesco Starace   Vice Chairman   January - April 2016     —          —          —     

4.975.992-4

  Herman Chadwick Piñera (3)   Director   January - June 2016     25,349        —          8,445   

Foreigner

  Enrico Viale (5)   Director   May - June 2016     —          —          —     

Foreigner

  Livio Gallo (4)   Director   May - June 2016     —          —          —     

6.429.250-1

  Rafael Fernández Morandé   Director   January - April 2016     25,349        —          8,445   

4.132.185-7

  Hernán Somerville Senn   Director   January - June 2016     46,716        —          14,422   

Foreigner

  Patricio Gómez Sabaini (6)   Director   May - June 2016     26,030        —          7,531   

6.989.304-K

  Domingo Cruzat Amunátegui (7)   Director   May - June 2016     26,030        —          7,531   

Foreigner

  Alberto de Paoli   Director   January - April 2016     —          —          —     

Foreigner

  Francesca Di Carlo   Director   January - April 2016     —          —          —     
    TOTAL     149,474        —          46,374   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Taxpayer ID

No. (RUT)

  Name   Position   06-30-2015 (Unaudited)  
      Period in
position
  Enersis
Américas Board
ThCh$
    Board of
Subsidiaries
ThCh$
    Directors’
Committee
ThCh$
 

6.243.657-3

  Jorge Rosenblut Ratinoff   Chairman   January - June
2015
    69,889        —          —     

Foreigner

  Borja Prado Eulate   Vice Chairman   January - April
2015
    27,127        —          —     

7.052.890-8

  Carolina Schmidt Zaldivar   Director   January - June
2015
    28,798        —          7,806   

4.975.992-4

  Herman Chadwick Piñera   Director   June 2015     6,146        —          —     

6.429.250-1

  Rafael Fernández Morandé   Director   January - June
2015
    34,945        —          9,854   

4.132.185-7

  Hernán Somerville Senn   Director   January - June
2015
    34,945        —          9,854   

Foreigner

  Andrea Brentan   Director   January - June
2015
    19,716        —          —     

Foreigner

  Alberto de Paoli   Director   January - June
2015
    —          —          —     
  TOTAL     221,566        —          27,514   

 

(1) On June 30, 2015, Mr. Francisco Borja Acha Besga was appointed as Chairman, and he was again appointed as Chairman on April 29, 2016. He is not remunerated.
(2) Mr. José Antonio Vargas Lleras was appointed as Vice Chairman on April 29, 2016. He is not remunerated.
(3) On June 30, 2015, Mr. Hernan Chadwick Piñera was appointed as Director of the Board, he was again appointed as a Director on April 29, 2016.
(4) Mr. Livio Gallo was designated as Director of the Board on April 28, 2016. He is not remunerated.
(5) Mr. Enrico Viale was appointed as Director of the Board on April 28, 2016. He is not remunerated.
(6) Mr. Patricio Gómez Sabaini was appointed as Director of the Board on April 28, 2016.
(7) Mr. Domingo Cruzat Amunátegui was appointed as Director of the Board on April 28, 2016.

c) Guarantees established by the Company in favor of the directors

No guarantees have been given to the directors.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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9.3 Compensation for key management personnel

a) Remunerations received by key management personnel

 

Key Management Personnel

Taxpayer ID

No. (RUT)

  Name   Position

Foreigner

  Luca D’Agnese (1)   Chief Executive Officer

7.750.368-4

  Daniel Fernandez Koprich (2)   Deputy Chief Executive Officer

24.852.381-6

  Francisco Galán Allué (5)   Administration, Finance and Control Officer

Foreigner

  Marco Fadda   Planning and Control Officer

Foreigner

  Alain Rosolino   Internal Audit Officer

24.852.388-3

  Francesco Giorgianni (6)   Institutional Relations Manager

15.307.846-7

  José Miranda Montecinos (3)   Communications Officer

10.664.744-5

  Paola Visintini Vaccarezza (4)   Human Resources and Organization Officer

7.625.745-0

  Antonio Barreda Toledo (7)   Procurement Officer

6.973.465-0

  Domingo Valdés Prieto   General Counsel and Secretary to the Board

 

(1) On January 29, 2015, Mr. Luca D’Agnese became CEO replacing Mr. Luigi Ferraris who submitted his voluntarily resignation from Enersis Américas, and served until that date. Mr. Luigi Ferraris had become CEO replacing Mr. Ignacio Antoñanzas on November 12, 2014.
(2) On November 12, 2014, Mr. Daniel Fernandez Koprich became Deputy CEO replacing Mr. Massimo Tambosco. He served until April 29, 2016.
(3) On December 1, 2014, Mr. José Miranda Montecinos became Communications Manager replacing Mr. Daniel Horacio Martini, who submitted his voluntarily resignation from Enersis Américas, and served until December 1, 2014.
(4) On December 12, 2014, Ms. Paola Visintini Vaccarezza became of Human Resources and Organizational Manager replacing Mr. Carlos Niño, who submitted his voluntarily resignation from Enersis Américas, and served until November 25, 2014.
(5) On December 15, 2014, Mr. Francisco Galán Allue became Administration, Finance and Control Manager replacing Mr. Eduardo Escaffi.
(6) On December 15, 2014, Mr. Francesco Giorgianni became Institutional Relations Manager.
(7) On January 29, 2015, Mr. Antonio Barreda Toledo became Procurement Officer replacing Mr. Eduardo López Miller.

Mr. Alain Rosolino, Mr. José Miranda Montecinos, Ms. Paola Visintini Vaccarezza, and Mr. Domingo Valdés Prieto are exclusively remunerated by their employer Enersis Chile S.A., but render executive services to Enersis Américas pursuant to an intercompany agreement between both entities.

Incentive plans for key management personnel

Enersis Américas has implemented an annual bonus plan for its executives based on meeting company-wide objectives and on the level of their individual contribution in achieving the overall goals of the Group. The plan provides for a range of bonus amounts according to seniority level. The bonuses paid to the executives consist of a certain number of monthly gross remunerations.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Compensation received by key management personnel is the following:

 

     Balance as of  
    

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 

Cash compensation

    1,789,680        737,052   

Short-term benefits for employees

    163,843        142,263   

Other long-term benefits

    11,399        336,999   

Total

    1,964,922        1,216,314   

b) Guarantees established by the Company in favor of key management personnel

No guarantees have been given to key management personnel.

9.4 Compensation plans linked to share price

There are no payment plans granted to the Directors or key management personnel based on the price of Enersis Américas stock.

 

10. INVENTORIES

The detail of inventories as of June 30, 2016 and December 31, 2015, is as follows:

 

Classes of Inventories   Balance as of  
 

06-30-2016

(Unaudited)

ThCh$

    12-31-2015
ThCh$
 

Goods

    674,240        872,084   

Supplies for Production

    16,384,589        16,060,887   

Oil

    11,989,166        13,602,708   

Coal

    4,395,423        2,458,179   

Other inventories (*)

    58,838,676        78,124,926   

Total

    75,897,505        95,057,897   

Detail of other inventories

               

(*) Other inventories

    58,838,676        78,124,926   

Supplies for projects and spare parts

    18,880,995        22,871,137   

Electrical materials

    39,957,681        55,253,789   

There are no inventories pledged as security for liabilities.

For the period ended June 30, 2016 (Unaudited), raw materials and consumables used recognized as fuel expenses were ThCh$154,503,794 (ThCh$110,649,904 for the period ended June 30, 2015 (Unaudited)). See Note 25.

As of June 30, 2016 and 2015 (Unaudited), no inventories have been written down.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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11. CURRENT TAX ASSETS AND LIABILITIES

The detail of current tax receivables as of June 30, 2016 and December 31, 2015, is as follows:

 

Tax Receivables   Balance as of  
 

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

Monthly provisional tax payments (*)

    59,512,334        45,274,710   

Tax credit for absorbed profits

    25,435,195        47,244   

Tax credit for training expenses

    5,000        80,000   

Other

    2,770,337        2,052,634   

Total

    87,722,866        47,454,588   

 

  (*) Monthly provisional tax payments made by the holding company.

The detail of current tax payables as of June 30, 2016 and December 31, 2015, is as follows:

 

Tax Payables   Balance as of  
 

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

ThCh$

 

Income tax

    68,867,984        142,607,960   

Total

    68,867,984        142,607,960   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

12.1. Investments accounted for using the equity method

 

  a. The following tables present the changes in shareholders’ equity of the Group’s equity method investments during the six months ended June 30, 2016 and year ended December 31, 2015:

 

Taxpayer ID No.   Changes in Investments
in Associates
  Relationship   Country   Currency   Ownership
Interest
   

Balance as of

01/01/2016

ThCh$

   

Additions

ThCh$

   

Share of

Profit

(Loss)

ThCh$

   

Dividends

declared

ThCh$

   

Foreign

Currency

Translation

ThCh$

   

Other

Comprehensive

Income (3)

ThCh$

   

Other

Increases

(Decreases)

ThCh$

   

Balance as
of

06/30/2016

ThCh$

   

Transfer to
assets held
for
distribution
to owners

ThCh$

   

Balance as
of
06/30/2016

(Unaudited)

ThCh$

 

Foreign

  Yacylec S.A.   Associate   Argentina   Argentine peso     22.22%        243,409        —          (220,237     —          (29,394     —          6,222        —          —          —     

Foreign

  Sacme S.A.   Associate   Argentina   Argentine peso     50.00%        15,027        —          16,090        —          (18,008     —          —          13,109        —          13,109   

Foreign

  Distribuidora Eléctrica de Cundinamarca S.A.   Joint Venture   Colombia   Colombian peso     49.00%        29,494,468        —          1,108,676        (269,231     445,430        (263,281     —          30,516,062        —          30,516,062   

Foreign

  Central Termica Manuel Belgrano   Associate   Argentina   Argentine peso     25.60%        623,075        —          377,890        (504,174     (109,058     —          —          387,733        —          387,733   

Foreign

  Central Termica San Martin   Associate   Argentina   Argentine peso     25.60%        573,257        —          305,339        (465,976     (96,903     —          —          315,717        —          315,717   

Foreign

  Central Vuelta Obligado S.A.   Associate   Argentina   Argentine peso     40.90%        11,209        —          —          —          (2,137     —          —          9,072        —          9,072   
                      TOTALES        30,960,445        —          1,587,758        (1,239,381     189,930        (263,281     6,222        31,241,693        —          31,241,693   

 

Taxpayer ID No.   Changes in Investments
in Associates
  Relationship     Country     Currency    

Ownership

Interest

   

Balance as of
01/01/2015

ThCh$

   

Additions

ThCh$

   

Share of

Profit

(Loss) (1)
ThCh$

   

Dividends

declared
ThCh$

   

Foreign

Currency

Translation
ThCh$

   

Other

Comprehensive

Income

ThCh$

   

Other

Increases

(Decreases)
ThCh$

   

Balance as
of

12/31/2015

ThCh$

    Transfer to
assets held
for
distribution
to owners
ThCh$
   

Balance as
of

12/31/2015

ThCh$

 

Foreign

  Yacylec S.A.     Associate        Argentina        Argentine peso        22.22%        453,015        —          (132,598     —          (77,008     —          —          243,409        —          243,409   

Foreign

  Sacme S.A.     Associate        Argentina        Argentine peso        50.00%        19,657        —          34,434        —          (39,064     —          —          15,027        —          15,027   

Foreign

  Distribuidora Eléctrica de Cundinamarca S.A.     Joint Venture        Colombia        Colombian peso       49.00%        32,795,615        —          752,621        —          (4,079,210     25,442        —          29,494,468        —          29,494,468   

Foreign

  Central Termica Manuel Belgrano     Associate        Argentina        Argentine peso        25.60%        —          9,127        1,415,471        (619,792     (181,731     —          —          623,075        —          623,075   

Foreign

  Central Termica San Martin     Associate        Argentina        Argentine peso        25.60%        —          9,127        1,263,043        (531,712     (167,201     —          —          573,257        —          573,257   

Foreign

  Central Vuelta Obligado S.A.     Associate        Argentina        Argentine peso        40.90%        —          14,509        —          —          (3,300     —          —          11,209        —          11,209   

96.806.130-5

  Electrogas S.A. (2)     Associate        Chile        U.S. dollar        42.50%        10,777,659        —          5,121,427        (4,398,423     1,120,075        (577,862     —          12,042,876        (12,042,876     —     

76.788.080-4

  GNL Quintero S.A. (2)     Associate        Chile        U.S. dollar        20.00%        15,198,935        —          4,534,344        (4,449,179     1,852,923        —          —          17,137,023        (17,137,023     —     

76.418.940-K

  GNL Chile S.A. (2)     Associate        Chile        U.S. dollar        33.33%        1,818,168        —          495,389        —          348,472        —          —          2,662,029        (2,662,029     —     

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A. (2)     Joint Venture        Chile        Chilean peso        51.00%        6,144,557        2,550,000        (2,414,264     —          —          —          —          6,280,293        (6,280,293     —     

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda. (2)     Joint Venture        Chile        Chilean peso        50.00%        6,426,004        —          1,168,149        —          —          —          —          7,594,153        (7,594,153     —     
                                  TOTALES        73,633,610        2,582,763        12,238,016        (9,999,106     (1,226,044     (552,420     —          76,676,819        (45,716,374     30,960,445   

 

(1) The share of profit (loss) from continuing operations was ThCh$2,772,325 as of June 30, 2015 (Unaudited) and ThCh$3,332,971 for the year ended December 31, 2015.
(2) As of December 31, 2015, these equity method investments have been classified as non-current assets held for distribution to owners. Beginning on March 1, 2016, these equity method investments are no longer part of the Group (See Note 5.1).
(3) Excludes results from discontinued operations from the two month period ended February 29, 2016.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  b. Additional financial information on investments in associates and joint ventures

 

    Investments with significant influence

The following tables set forth financial information as of June 30, 2016 and December 31, 2015, from the Financial Statements of the investments in associates where the Group has significant influence:

 

     June 30, 2016 (Unaudited)  

Investments with

Significant Influence

  % Ownership
interest
Direct/Indirect
    Current
Assets
ThCh$
    Non-Current
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-Current
Liabilities
ThCh$
    Revenues
ThCh$
    Expenses
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income ThCh$
    Comprehensive
Income ThCh$
 

Yacylec S.A.

    22.22     895,137        121,662        1,017,747        27,052        475,160        (1,466,327     (991,167     (29,394     (1,020,561

 

     December 31, 2015  

Investments with

Significant Influence

  % Ownership
interest
Direct/Indirect
    Current
Assets
ThCh$
    Non-Current
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-Current
Liabilities
ThCh$
    Revenues
ThCh$
    Expenses
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income ThCh$
    Comprehensive
Income ThCh$
 

GNL Chile S.A (*)

    33.33     73,289,529        19,843,392        59,207,958        25,938,077        655,759,390        (654,273,074     1,486,316        1,045,519        2,531,835   

GNL Quintero S.A. (*)

    20.00     154,169,202        679,246,875        22,104,679        725,626,283        130,540,774        (107,869,054     22,671,720        9,264,617        31,936,337   

Electrogas S.A. (*)

    42.50     9,800,478        46,815,192        12,191,561        16,087,931        23,546,048        (10,624,229     12,921,819        1,275,795        14,197,614   

Yacylec S.A.

    22.22     1,810,275        193,569        868,193        40,198        1,377,810        (1,974,559     (596,749     (346,568     (943,317

 

(*) As of December 31, 2015, these investments in associates have been classified as non-current assets held for distribution to owners. Beginning on March 1, 2016, these equity method investments are no longer part of the Group (See Note 5.1).

None of our associates have published price quotations.

 

    Joint ventures

The following tables present information from the financial statements as of June 30, 2016 and December 31, 2015, on the main joint ventures:

 

    Centrales Hidroeléctricas de
Aysén S.A. (*)
    Transmisora Eléctrica de
Quillota Ltda. (*)
    Distribuidora Eléctrica de
Cundinamarca S.A.
 
% Ownership  

51.0%
06/30/2016

(Unaudited)
ThCh$

   

51.0%
12/31/2015

ThCh$

   

50.0%
06/30/2016

(Unaudited)
ThCh$

   

50.0%
12/31/2015

ThCh$

   

48.997%
06/30/2016

(Unaudited)
ThCh$

   

48.997%
12/31/2015

ThCh$

 
             

Total current assets

    —          502,938        —          5,336,516        17,069,745        14,988,328   

Total non-current assets

    —          15,159,321        —          12,148,544        129,579,833        127,123,136   

Total current liabilities

    —          3,290,947        —          466,485        15,696,386        16,616,178   

Total non-current liabilities

    —          56,685        —          1,830,272        58,536,482        55,374,521   

Cash and cash equivalents

    —          428,440        —          4,884,645        4,351,902        2,789,518   

Other current financial liabilities

    —          —          —          —          812,849        1,081,545   

Other non-current financial liabilities

    —          —          —          —          26,419,869        23,230,972   
             

Revenues

    —          —          —          2,852,803        43,669,064        86,666,633   

Depreciation and amortization expense

    —          —          —          (748,171     (3,702,140     (8,773,063

Impairment losses

    —          —          —          —          —          —     

Interest income

    —          20,009        —          1,678,801        400,024        633,204   

Interest expense

    —          —          —          —          (1,718,880     (3,100,381

Income tax expense

    —          (8,586     —          (679,715     (2,449,100     (5,237,742

Profit (loss)

    —          (4,733,482     —          2,336,297        2,746,742        1,926,420   

Other comprehensive income

    —          —          —          —          371,755        (8,273,502

Comprehensive income

    —          (4,733,482     —          2,336,297        3,118,497        (6,347,082

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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(*) As of December 31, 2015, these investments in joint ventures have been classified as non-current assets held for distribution to owners. Beginning on March 1, 2016, these joint ventures are no longer part of the Group (Unaudited) (See Note 5.1).

Appendix 3 to these consolidated financial statements provides information on the main activities of our associates and joint ventures and the ownership interest the Group holds in them.

 

  c. There are no significant commitments and contingencies, or restrictions on funds transfers to its owners in associated companies and joint ventures.

 

13. INTANGIBLE ASSETS OTHER THAN GOODWILL

The following table presents intangible assets as of June 30, 2016 and December 31, 2015:

 

Intangible Assets, Net   

06-30-2016

(Unaudited)
ThCh$

    

12-31-2015

ThCh$

 

Intangible Assets, Net

     1,153,454,168         981,399,272   

Easements and water rights

     28,453,135         27,572,798   

Concessions, Net (1) (*)

     1,074,303,633         905,374,088   

Development costs

     16,705,689         17,805,648   

Patents, registered trademarks and other rights

     5,293,838         2,431,516   

Computer software

     17,951,950         28,105,416   

Other identifiable intangible assets

     10,745,923         109,806   

 

Intangible Assets, Gross   

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

 

Intangible Assets, Gross

     2,258,336,985         1,943,902,048   

Easements and water rights

     38,162,707         36,770,284   

Concessions

     2,095,223,792         1,788,421,395   

Development costs

     25,182,410         26,126,552   

Patents, registered trademarks and other rights

     14,584,158         11,285,432   

Computer software

     72,645,716         79,169,384   

Other identifiable intangible assets

     12,538,202         2,129,001   

 

Intangible Assets, Amortization and Impairment   

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

 

Accumulated Amortization and Impairment, Total

     (1,104,882,817      (962,502,776

Identifiable intangible assets

     (1,104,882,817      (962,502,776

Easements and water rights

     (9,709,572      (9,197,486

Concessions

     (1,020,920,159      (883,047,307

Development costs

     (8,476,721      (8,320,904

Patents, registered trademarks and other rights

     (9,290,320      (8,853,916

Computer software

     (54,693,766      (51,063,968

Other identifiable intangible assets

     (1,792,279      (2,019,195

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  (1) The detail of concessions is the following:

 

Concession Holder   

06-30-2016

(Unaudited)
ThCh$

    

12-31-2015

ThCh$

 

Ampla Energia e Servicios S.A. (Distribution)

     646,773,970         543,414,668   

Compañía Energetica do Ceara S.A. (Distribution)

     427,529,663         361,959,420   

TOTAL

     1,074,303,633         905,374,088   

 

  (*) See Note 3c.1)

The reconciliations of the carrying amounts of intangible assets during the six month period ended June 30, 2016 and the year ended December 31, 2015 are as follows:

2016

 

Changes in Intangible Assets   Development Costs
ThCh$
    Easements
ThCh$
    Concessions
ThCh$
   

Patents, Registered

Trademarks and

Other Rights
ThCh$

   

Computer

Software
ThCh$

   

Other Identifiable

Intangible Assets,

Net

ThCh$

   

Intangible

Assets, Net
ThCh$

 

Opening balance as of 1/1/2016

    17,805,648        27,572,798        905,374,088        2,431,516        28,105,416        109,806        981,399,272   

Changes in identifiable intangible assets

                                                       

Increases other than from business combinations (Unaudited)

    668,190        1,493,069        105,342,334        3,052,939        1,170,795        1,666,327        113,393,654   

Increase (decrease) from exchange differences, net (Unaudited)

    (317,653     (50,144     133,267,867        107,037        (188,957     316,836        133,134,986   

Amortization (1) (Unaudited)

    (41,251     (562,588     (36,208,960     (305,190     (2,584,996     —          (39,702,985

Impairment losses recognized in profit or loss (Unaudited)

    —          —          —          —          —          —          —     

Increases (decreases) from transfers and other changes

    (64,449     —          (25,198,390     7,536        (8,550,308     8,716,556        (25,089,055

Increases (decreases) from transfers (Unaudited)

    (64,449     —          —          7,536        (8,550,308     8,607,221        —     

Increases (decreases) from other changes (3) (Unaudited)

    —          —          (25,198,390     —          —          109,335        (25,089,055

Disposals and removals from service

    (1,344,796     —          (8,273,306     —          —          (63,602     (9,681,704

Disposals (Unaudited)

    (1,344,796     —          (8,273,306     —          —          (63,602     (9,681,704

Removals from service (Unaudited)

    —          —          —          —          —          —          —     

Other increases (decreases) (Unaudited)

    —          —          —          —          —          —          —     

Total changes in identifiable intangible assets (Unaudited)

    (1,099,959     880,337        168,929,545        2,862,322        (10,153,466     10,636,117        172,054,896   

Closing balance of intangible assets as of 06/30/2016 (Unaudited)

    16,705,689        28,453,135        1,074,303,633        5,293,838        17,951,950        10,745,923        1,153,454,168   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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2015

 

Changes in Intangible Assets   Development Costs
ThCh$
    Easements
ThCh$
    Concessions
ThCh$
   

Patents, Registered

Trademarks and

Other Rights
ThCh$

   

Computer

Software
ThCh$

   

Other Identifiable

Intangible Assets,

Net

ThCh$

   

Intangible

Assets, Net
ThCh$

 

Opening balance as of 1/1/2015

    14,833,312        44,841,692        1,055,986,162        2,206,341        49,549,321        795,228        1,168,212,056   

Changes in identifiable intangible assets

                                                       

Increases other than from business combinations

    5,588,626        317,865        230,687,290        1,208,396        19,091,097        —          256,893,274   

Increase (decrease) from exchange differences, net

    (540,471     (2,335,864     (236,814,024     (303,835     (3,107,703     15,908        (243,085,989

Amortization (1)

    (36,351     (1,152,144     (74,777,866     (780,678     (9,285,111     (20,145     (86,052,295

Impairment losses recognized in profit or loss

    —          —          —          —          —          —          —     

Increases (decreases) from transfers and other changes

    (1,090,419     556,721        (62,920,004     101,292        (264,122     (201,424     (63,817,956

Increases (decreases) from transfers

    38,538        556,721        —          101,292        (139,831     (556,720     —     

Increases (decreases) from other changes

    (1,128,957     —          (62,920,004     —          (124,291     355,296        (63,817,956

Disposals and removals from service

    (949,049     (80,001     (6,787,470     —          (53,972     —          (7,870,492

Disposals

    —          —          —          —          —          —          —     

Removals from service

    (949,049     (80,001     (6,787,470     —          (53,972     —          (7,870,492

Decreases classified as held for distribution to owners (2)

    —          (14,575,471     —          —          (27,824,094     (479,761     (42,879,326

Total changes in identifiable intangible assets

    2,972,336        (17,268,894     (150,612,074     225,175        (21,443,905     (685,422     (186,812,784

Closing balance in identifiable intangible assets as of 12/31/2015

    17,805,648        27,572,798        905,374,088        2,431,516        28,105,416        109,806        981,399,272   

 

(1) See Note 27.
(2) See Note 5.1.II.i)
(3) Correspond mainly to the transfer to financial assets in 2016 from our subsidiaries Ampla and Coelce in accordance with IFRIC 12.

The main additions to intangible assets recognized within item Concessions in accordance with IFRIC 12 (See Note 3.c.1) are from Ampla and Coelce and are related to investments in network and extensions to optimize functionality and to improve efficiency and quality levels of service. The additions to intangible assets for the six month period ended June 30, 2016 were ThCh$113,393,654 (Unaudited).

The additions for the year ended December 31, 2015 related to continuing operations were ThCh$246,286,301. The amortization expense of intangible assets related to continuing operations were ThCh$38,108,731 for the six month period ended June 30, 2015 (Unaudited). (See Note 27)

The employee expenses capitalized as part of projects under development were ThCh$7,317,184 (Unaudited) and ThCh$5,439,738 (Unaudited) for the six month periods ended June 30, 2016 and 2015, respectively. All employee expenses capitalized are related to continuing operations.

According to the Group management’s estimates and projections, the expected future cash flows attributable to intangible assets allow recovery of the carrying amount of these assets recognized as of June 30, 2016 (Unaudited) and December 31, 2015 (See Note 3.d).

As of June 30, 2016 (Unaudited) and December 31, 2015, the Company does not have significant intangible assets with an indefinite useful life.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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14. GOODWILL

The following table sets forth goodwill by cash-generating unit or group of cash-generating units to which it belongs and changes for the six month period ended June 30, 2016 and the year ended December 31, 2015:

 

Company   Cash Generating Unit   Opening
Balance
1/1/2015
ThCh$
    Foreign
Currency
Translation
ThCh$
    Transfer to
assets held
for distribution
to owners (1)
ThCh$
    Closing
Balance
12/31/2015
ThCh$
   

Foreign
Currency
Translation

(Unaudited)
ThCh$

   

Closing
Balance
06/30/2016

(Unaudited)
ThCh$

 

Ampla Energia e Serviços S.A.

  Ampla Energia e Serviços S.A.     194,647,043        (42,267,975     —          152,379,068        21,829,098        174,208,166   

Empresa Eléctrica de Colina Ltda.

  Empresa Eléctrica de Colina Ltda.     2,240,478        —          (2,240,478     —          —          —     

Compañía Distribuidora y Comercializadora de energía S.A.

  Compañía Distribuidora y Comercializadora de energía S.A.     11,045,731        (1,357,767     —          9,687,964        134,699        9,822,663   

Hidroeléctrica el Chocón S.A.

  Hidroeléctrica el Chocón S.A.     7,622,438        (1,799,525     —          5,822,913        (1,110,425     4,712,488   

Compañía Eléctrica Tarapaca S.A. (*)

  Generación Chile     4,656,105        —          (4,656,105     —          —          —     

Empresa de Distribución Eléctrica de Lima Norte S.A.A

  Empresa de Distribución Eléctrica de Lima Norte S.A.A     46,881,632        1,249,194        —          48,130,826        (1,638,255     46,492,571   

Cachoeira Dourada S.A.

  Cachoeira Dourada S.A.     71,372,291        (15,498,627     —          55,873,664        8,004,195        63,877,859   

Edegel S.A.A

  Edegel S.A.A     88,241,039        2,351,245        —          90,592,284        (3,083,539     87,508,745   

Emgesa S.A. E.S.P.

  Emgesa S.A. E.S.P.     4,886,065        (600,606     —          4,285,459        59,584        4,345,043   

Chilectra S.A. (*)

  Chilectra S.A.     128,374,362        —          (128,374,362     —          —          —     

Empresa Nacional de Electricidad S.A (*)

  Generación Chile     731,782,459        —          (731,782,459     —          —          —     

Inversiones Distrilima S.A.

  Empresa de Distribución Eléctrica de Lima Norte S.A.A     13,944        372        —          14,316        (487     13,829   

Enel Brasil S.A.

  Enel Brasil S.A.     906,166        (196,776     —          709,390        101,624        811,014   

Compañía Energética Do Ceará S.A.

  Compañía Energética Do Ceará S.A.     97,979,623        (21,276,460     —          76,703,163        10,988,129        87,691,292   

Inversiones GasAtacama Holding Ltda. (*)

  Inversiones GasAtacama Holding     20,204,251        —          (20,204,251     —          —          —     

Total

        1,410,853,627        (79,396,925     (887,257,655     444,199,047        35,284,623        479,483,670   

 

(*) Discontinued operations. Beginning on March 1, 2016, these companies are no longer part of the Group (See Note 5.1.II.i)

According to the Group management’s estimates and projections, the expected future cash flows projections attributable to the Cash-Generating Units or groups of Cash-Generating Units, to which the acquired goodwill has been allocated, allow the recovery of its carrying amount as of June 30, 2016 (Unaudited) (See Note 3.d).

The origin of the goodwill is detailed below:

1. Ampla Energia e Serviços S.A.

On November 20, 1996, Enersis Américas S.A. and Chilectra S.A., together with Endesa S.A. and Electricidad de Portugal, acquired a controlling equity interest in Cerj S.A. (now Ampla de Energía) of Rio de Janeiro in Brazil. Enersis Américas S.A. and Chilectra S.A. together acquired 42% of the total shares in an international public bidding process held by the Brazilian government.

Enersis Américas S.A. and Chilectra S.A. also acquired an additional 18.5% on December 31, 2000, as such, holding a total 60.5% ownership interest, directly and indirectly.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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2. Compañía Energética Do Ceará S.A. (Coelce)

Between 1998 and 1999, Enersis Américas S.A. and Chilectra S.A., together with Endesa S.A., acquired Compañía de Distribución Eléctrica del Estado de Ceará (Coelce) in northeast Brazil in an international public bidding process held by the Brazilian government.

3. Compañía Distribuidora y Comercializadora de Energía S.A. (Codensa S.A.)

On October 23, 1997, Enersis Américas S.A. and Chilectra S.A., together with Endesa S.A., acquired 48.5% equity interest of Colombiana Codensa S.A., a company that distributes electricity in Santa Fé de Bogotá in Colombia. The acquisition took place through an international public bidding process held by the Colombian government.

4. Hidroeléctrica el Chocón S.A.

On August 31, 1993, Endesa Chile acquired 59% equity interest of Hidroeléctrica El Chocón in an international public bidding process held by the Argentine government.

5. Empresa de Distribución Eléctrica de Lima Norte S.A.A.

On October 15, 2009, in a transaction on the Lima Stock Exchange, Enersis Américas S.A. acquired an additional 24% interest in Empresa de Distribución Eléctrica de Lima Norte S.A. (Edelnor).

6. Cachoeira Dourada S.A.

On September 5, 1997, our subsidiary Endesa Chile acquired 79% of the company Cachoeira Dourada S.A. in the state of Goias in a public bidding process held by the Brazilian government.

7. Edegel S.A.A.

On October 9, 2009, in a transaction on the Lima Stock Exchange in Peru, our subsidiary Endesa Chile acquired an additional 29.3974% equity interest in Edegel S.A.

8. Emgesa S.A. E.S.P.

On October 23, 1997, our subsidiary Endesa Chile, together with Endesa S.A., acquired 48.5% equity interest of Emgesa S.A.E.S.P. in Colombia. The acquisition was made in an international public bidding process held by the Colombian government.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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15. PROPERTY, PLANT AND EQUIPMENT

The following table sets forth the property, plant and equipment as of June 30, 2016 and December 31, 2015:

 

Classes of Property, Plant and Equipment, Net   

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

 

Property, Plant and Equipment, Net

     5,024,807,458         5,003,566,633   

Construction in progress

     618,826,143         607,250,238   

Land

     101,190,499         100,503,005   

Buildings

     64,522,065         71,001,964   

Plant and equipment

     4,068,080,987         4,055,483,055   

Fixtures and fittings

     84,733,338         75,919,162   

Other property, plant and equipment under financial lease

     87,454,426         93,409,209   

 

Classes of Property, Plant and Equipment, Gross   

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

 

Property, Plant and Equipment, Gross

     8,226,712,818         8,112,003,524   

Construction in progress

     618,826,143         607,250,238   

Land

     101,190,499         100,503,005   

Buildings

     121,465,105         124,231,301   

Plant and equipment

     7,079,266,102         6,986,028,809   

Fixtures and fittings

     190,125,818         174,119,689   

Other property, plant and equipment under financial lease

     115,839,151         119,870,482   

 

Classes of Accumulated Depreciation and Impairment in Property, Plant and
Equipment
  

06-30-2016

(Unaudited)

ThCh$

   

12-31-2015

ThCh$

 

Total Accumulated Depreciation and Impairment in Property, Plant and Equipment

     (3,201,905,360     (3,108,436,891

Buildings

     (56,943,040     (53,229,337

Plant and equipment

     (3,011,185,115     (2,930,545,754

Fixtures and fittings

     (105,392,480     (98,200,527

Other property, plant and equipment under financial lease

     (28,384,725     (26,461,273

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The detail and changes in property, plant, and equipment during the six month period ended June 30, 2016, and the year ended December 31, 2015, are as follows:

 

Changes in 2016  

Construction in
Progress

ThCh$

   

Land

ThCh$

   

Buildings, Net

ThCh$

   

Plant and
Equipment, Net

ThCh$

   

Fixtures and
Fittings, Net

ThCh$

   

Other Property,
Plant and
Equipment under
Financial Lease,
Net

ThCh$

   

Property, Plant
and Equipment,
Net

ThCh$

 
             

Opening balance as of January 1, 2016

    607,250,238        100,503,005        71,001,964        4,055,483,055        75,919,162        93,409,209        5,003,566,633   

Changes

 

Increases (decreases) other than from business combinations (Unaudited)

    231,331,864        84,900        34,745        6,704,096        848,101        —          239,003,706   
 

Increase (decrease) from exchange differences, net (Unaudited)

    (49,353,613     290,418        (833,237     (50,698,553     4,700,815        (3,119,417     (99,013,587
 

Depreciation (1) (Unaudited)

    —          —          (1,344,267     (107,624,485     (4,927,764     (2,819,138     (116,715,654
 

Impairment (losses) reversals recognized in profit or loss (Unaudited)

    —          —          —          —          —          —          —     
 

Increases (decreases) from transfers and other changes (Unaudited)

    (169,786,058     312,179        (4,336,960     166,281,994        7,528,845        —          —     
 

Increases (decreases) from transfers (Unaudited)

    (169,786,058     312,179        (4,336,960     166,281,994        7,528,845        —          —     
 

Increases (decreases) from transfers from construction in progress (Unaudited)

    (169,786,058     312,179        (4,336,960     166,281,994        7,528,845        —          —     
 

Increases (decreases) from other changes (Unaudited)

    —          —          —          —          —          —          —     
 

Disposals and removals from service (Unaudited)

    (59,791     (3     (180     (2,183,225     (73,117     (16,228     (2,332,544
 

Disposals (Unaudited)

    —          —          —          —          —          —          —     
 

Removals (Unaudited)

    (59,791     (3     (180     (2,183,225     (73,117     (16,228     (2,332,544
 

Other increases (decreases) (Unaudited)

    (556,497     —          —          118,105        737,296        —          298,904   
  Total changes (Unaudited)     11,575,905        687,494        (6,479,899     12,597,932        8,814,176        (5,954,783     21,240,825   

Closing balance as of June 30, 2016 (Unaudited)

    618,826,143        101,190,499        64,522,065        4,068,080,987        84,733,338        87,454,426        5,024,807,458   

 

Changes in 2015  

Construction in
Progress

ThCh$

   

Land

ThCh$

   

Buildings, Net

ThCh$

   

Plant and
Equipment, Net

ThCh$

   

Fixtures and
Fittings, Net

ThCh$

   

Other Property,
Plant and
Equipment under
Financial Lease,
Net

ThCh$

   

Property, Plant
and Equipment,
Net

ThCh$

 
             

Opening balance as of January 1, 2015

    1,735,117,241        106,233,186        81,981,704        6,097,991,766        96,320,714        116,571,108        8,234,215,719   

Changes

 

Increases (decreases) other than from business combinations

    1,068,754,499        48,234,359        (702,915     3,400,169        11,053,860        1,108,095        1,131,848,067   
 

Increase (decrease) from exchange differences, net

    (156,856,597     (7,426,335     (11,054,890     (391,213,355     (11,521,067     2,429,439        (575,642,805
 

Depreciation (1)

    —          —          (4,818,708     (364,968,158     (16,893,517     (6,749,401     (393,429,784
 

Impairment (losses) reversals recognized in profit or loss

    (2,522,445     —          —          12,655,608        —          —          10,133,163   
 

Increases (decreases) from transfers and other changes

    (1,412,625,340     21,088,932        19,204,944        1,367,821,944        35,491,552        278,467        31,260,499   
 

Increases (decreases) from transfers

    (1,412,281,354     11,060,086        14,938,905        1,377,186,537        12,022,038        (2,926,212     —     
 

Increases (decreases) from transfers from construction in progress

    (1,412,281,354     11,060,086        14,938,905        1,377,186,537        12,022,038        (2,926,212     —     
 

Increases (decreases) from other changes

    (343,986     10,028,846        4,266,039        (9,364,593     23,469,514        3,204,679        31,260,499   
 

Disposals and removals from service

    (3,410,468     (713,987     (679     (1,235,840     (278,404     (11,051     (5,650,429
 

Disposals

    —          —          —          —          —          —          —     
 

Removals

    (3,410,468     (713,987     (679     (1,235,840     (278,404     (11,051     (5,650,429
 

Decreases classified as held for distribution to owners (2)

    (621,206,652     (66,913,150     (13,607,492     (2,668,969,079     (38,253,976     (20,217,448     (3,429,167,797
  Total changes     (1,127,867,003     (5,730,181     (10,979,740     (2,042,508,711     (20,401,552     (23,161,899     (3,230,649,086

Closing balance as of December 31, 2015

    607,250,238        100,503,005        71,001,964        4,055,483,055        75,919,162        93,409,209        5,003,566,633   

 

(1) See Note 27.
(2) See Note 5.1.II.i.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Aditional information on property, plant and equipment, net

 

  a) Main investments

Major additions to property, plant and equipment are investments in operating plants and new projects amounting to ThCh$239,003,706 (Unaudited) during the period ended June 30, 2016 (ThCh$1,131,848,067 for the year ended December 31, 2015). In the generation business the main investments are the works performed in the combined cycle power plants in the subsidiaries Emgesa, Emgesa and Central Costanera, involving additions of ThCh$41,726,972 (Unaudited) during the period ended June 30, 2016 (As of December 31, 2015, the main investments included the construction in progress of El Quimbo hydraulic power plant in Colombia (400MW) of ThCh$287,285,701). In the distribution business the major investments are in network and extensions to optimize their operation and to improve efficiency and quality levels of service, amounting to ThCh$136,190,163 (Unaudited) for the period ended June 30, 2016 (ThCh$437,227,477 for the year ended December 31, 2015).

During the year ended December 31, 2015, the additions to property, plant and equipment related to continuing operations were ThCh$864,703,125. The depreciation expense of property, plant and equipment related to continuing operations was ThCh$120,299,713 for the six month period ended June 30, 2015 (Unaudited). (See Note 27)

 

  b) Capitalized expenses

b.1) Borrowing costs

Capitalized borrowing costs were ThCh$15,427,814 (Unaudited) and ThCh$36,614,401 (Unaudited) for the six month periods ended June 30, 2016 and 2015, respectively (See Note 30). The weighted average borrowing rate depends mainly on the geographical location and was 30.99% as of June 30, 2016 (Unaudited) (43.65% as of December 31, 2015).

b.2) Employee expenses capitalized

Employee expenses capitalized that are directly attibutable to constructions in progress were ThCh$21,039,527 (Unaudited) and ThCh$25,930,478 (Unaudited) for the six month periods ended June 30, 2016 and 2015, respectively.

 

  c) Finance leases

As of June 30, 2016, property, plant and equipment includes ThCh$87,454,426 (Unaudited) in leased assets classified as finance leases (ThCh$113,626,656 as of December 31, 2015, of which ThCh$93,409,209 corresponds to continuing operations).

The present value of future lease payments derived from these finance leases is as follows:

 

      06-30-2016 (Unaudited)      12-31-2015  
  

Gross

ThCh$

    

Interest

ThCh$

    

Present Value

ThCh$

    

Gross

ThCh$

    

Interest

ThCh$

    

Present Value

ThCh$

 

Less than one year

     31,916,167         2,333,865         29,582,302         23,011,723         3,343,287         19,668,436   

From one to five years

     55,737,525         4,554,882         51,182,643         44,954,548         5,582,380         39,372,168   

More than five years

     —           —           —           19,822,444         524,712         19,297,732   

Total

     87,653,692         6,888,747         80,764,945         87,788,715         9,450,379         78,338,336   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Leased assets from continuing operations primarily relate to:

1. Edegel S.A.: Lease agreements to finance the project of converting the Ventanilla thermoelectric plant to a combined cycle plant. The agreements were signed between Edegel S.A.A. and financial institutions BBVA–Banco Continental, Banco de Crédito del Peru, Citibank del Peru and Banco Internacional del Peru–Interbank. These agreements have an average term of 8 years and bear interest at an annual rate of Libor + 1.75% as of June 30, 2016 (Unaudited). The company also has an agreement with Scotiabank, which financed the construction of a new open cycle plant at the Santa Rosa Plant. This agreement has a 9-year term and bears interest an annual rate of Libor + 1.75%. The carrying amount of leased assets was ThCh$31,175,297 (Unaudited) as of June 30, 2016 (ThCh$33,533,825 as of December 31, 2015).

Leased assets from discontinued operations as of December 31, 2015, primary relate to:

1. Endesa Chile S.A.: Lease agreement for Electric Transmission Lines and Installations (Ralco-Charrúa 2X220 KV) entered into with Abengoa Chile S.A. The lease agreement has a 20-year maturity and bears interest at an annual rate of 6.5%. The carrying amount of leased assets was ThCh$20,217,448 as of December 31, 2015.

 

  d) Operating leases

The consolidated statements of income for the six month periods ended June 30, 2016 and 2015, include ThCh$5,767,315 (Unaudited) and ThCh$4,774,889 (Unaudited), respectively; related to the accrual during these periods of operating lease contracts for material assets in operation.

As of June 30, 2016 and December 31, 2015, the total future lease payments under those contracts are as follows:

 

     

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

(Unaudited)

ThCh$

 

Less than one year

     13,302,367         15,050,043   

From one to five years

     18,356,386         21,988,822   

More than five years

     9,658,577         8,565,963   

Total

     41,317,330         45,604,828   

 

  e) Other information

i) As of June 30, 2016, the Group had contractual commitments for the acquisition of property, plant and equipment amounting to ThCh$369,074,939 (Unaudited) (ThCh$462,845,826 as of December 31, 2015, of which ThCh$164,998,373 corresponds to continuing operations).

ii) As of June 30, 2016, the Group had property, plant and equipment pledged as security for liabilities in the amount of ThCh$8,113,033 (Unaudited) (ThCh$13,903,028 as of December 31, 2015, of which the entire amount corresponds to continuing operations (see Note 32.1).

iii) The Company and its foreign subsidiaries have insurance policies for all risks, earthquake and machinery breakdown and damages for business interruption with a €1,000 million (ThCh$735,500,463) (Unaudited) limit in the case of generating companies and a €50 million (ThCh$36,775,023) (Unaudited) limit for distribution companies, including business interruption coverage. Additionally, the Company has Civil Liability insurance to meet claims from third parties with a €500 million (ThCh$367,750,231) (Unaudited) limit. The premiums associated with these policies are presented proportionally for each company under the line item “Prepaid expenses”.

iv) Our Argentine subsidiary, Empresa Distribuidora Sur S.A., has its financial equilibrium seriously affected by the delay in the compliance with certain points of the Acta de Acuerdo agreement signed with

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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the Argentine Government, particularly the twice-yearly rate adjustments recognized through the cost-monitoring mechanism (MMC) and the establishment of a Comprehensive Rate Review (IRT) as provided for in this agreement.

At the end of 2011, Enersis Américas recognized an impairment loss in property, plant and equipment from Empresa Distribuidora Sur S.A. As of June 30, 2016, the amount recognized is ThCh$40,342,356 (Unaudited) (see Note 3.d).

v) In November 2010, our subsidiary Emgesa signed the contract CEQ-21 with Consortium Impregilo-Obrascon Huarte Lain (“OHL”) for construction of the principal public works of the hydroelectric project El Quimbo. As of June 30, 2016, most of the relevant works of the contract are completed, and commenced the process of analysis, review and verification of all the terms inherent in the contract, especially with regard to the final acceptance of the works, required for the initiation of the final settlement process.

As part of the referred review and analysis process, and under the general framework of the contract, the Company is also verifying compliance with a series of contractual milestones (binding on the contractor of the Consortium Impregilo–OHL), whose violation leads to the application of fines or constraints, besides the additional future issues that may arise during the final settlement of the contract. Within these milestones under analysis, paragraph 15 of the contract section “works completion” was identified. This paragraph sets a deadline for the completion as October 15, 2015. Taking into account that as of April 15, 2016, this milestone has not been reached, this led to a delay of 183 days and to a possible discount to be applied to the contractor amounting to ThCP$ 83,849,329 (ThCh$19,008,130) (Unaudited) equivalent to 10% of the total contract value (less other discounts already applied) which is the limited amount to applied discounts to the contract.

On the other hand, the contract also establishes a variation margin to the agreed amounts, so that, if the actual executed amounts are below the 85% of the estimated contract value, the Contractor will receive for administration and incidentals, the missing amount to reach the floor of 85% of the contract value. Conversely, if the actual executed amounts exceed 115% of the estimated contract value, it will be reduced by the administration and contingency by the amount exceeding this ceiling of 115% of the contract value.

Consistent with the above, the Group is analyzing the activities related to the contract, identifying significant variations in quantity of work performed (VICO in its Spanish acronym) that according to the agreement would generate a discount of ThCP$1,057,137 (ThCh$239,346) (Unaudited) to be applied to the contractor.

Meanwhile, as of December 31, 2015, the Consortium Impregilo OHL presented to the Company eight claims for ThCP$147,685,420 (ThCh$33,479,381). This amount includes financial costs and estimated overruns generated by issues such as stripping, changes of materials used to fill dam and auxiliary dam, archaeological findings, achievement of skilled personnel and differences for volatility of the exchange rate. The Group, based on the technical and legal analysis performed on each of the claims considers that they are not applicable because these conditions are not specified in the scope of the contract. In 2016, the contractor presented two new claims for ThCP$3,086,026 (ThCh$699,583) (Unaudited) and the update of financial costs for the claims of 2015 and 2016 for ThCP$17,995,403 (ThCh$4,079,448) (Unaudited).

Additionally, as of June 30, 2016, the contractor submitted 83 notifications of the change of the orders (“NOC” in its Spanish acronym) for ThCP$31,307,842 (ThCh$7,097,296) (Unaudited). As a result of the preliminary analysis of these notifications, the Group recognized ThCP$ 8,425,765 (ThCh$1,910,069) (Unaudited) in the financial statements. The remained amounts for ThCP$22,882,077 (ThCh$5,187,227) (Unaudited) were rejected for the reason that they correspond to costs that are not the responsibility of the Group.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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16. INCOME TAXES

a) Income taxes

The following table presents the components of the income tax expense/(benefit) recorded in the consolidated statement of comprehensive income for the six month periods ended June 30, 2016 and 2015:

 

Current Income Tax and Adjustments to Current Income Tax for Previous Periods    For the six months period ended  
  

06-30-2016

(Unaudited)

ThCh$

   

06-30-2015

(Unaudited)

ThCh$

 

Current income tax

     (170,796,099     (152,145,802

Tax benefit from tax losses, tax credits or temporary differences not previously recognized for the current period (current tax credits and/or benefits)

     8,862,016        9,197,247   

Adjustments to current tax from the previous period

     (335,417     (2,727,775

Benefit / (expense) for current income tax due to changes in tax rates or the introduction of new taxes

     —          —     

Other current tax benefit / (expense)

     801,608        (2,269,182

Current tax expense, net

     (161,467,892     (147,945,512

Benefit / (expense) from deferred taxes for origination and reversal of temporary differences

     168,241        (35,057,634

Benefit / (expense) from deferred taxes due to changes in tax rates or the introduction of new taxes

     —          —     

Other components of deferred tax (benefit) /expense

     —          —     

Adjustments for prior periods deferred taxes

     49,005        320,038   

Total deferred tax benefit / (expense)

     217,246        (34,737,596

Income tax expense, continuing operations

     (161,250,646     (182,683,107

The following table reconciles income taxes resulting from applying the local current tax rate to “Net income before taxes” and the actual income tax expense recognized in the consolidated statement of comprehensive income for the six month periods ended June 30, 2016 and 2015:

 

Reconciliation of Tax Expense   Rate    

06-30-2016

(Unaudited)

ThCh$

    Rate    

06-30-2015

(Unaudited)

ThCh$

 

ACCOUNTING INCOME BEFORE TAX

            513,649,098                546,465,301   

Total tax income (expense) using statutory rate

    (24.00 %)      (123,275,783     (22.50 %)      (122,954,693

Tax effect of rates applied in other countries

    (12.06 %)      (61,952,592     (13.00 %)      (71,052,950

Tax effect of non-taxable revenues and benefits from tax losses and tax credits

    5.98     30,704,067        8.24     45,032,935   

Tax effect of non-tax-deductible expenses

    (18.60 %)      (95,513,607     (6.15 %)      (33,630,453

Tax effect of changes in income tax rates

    —         —          —         —     

Tax effect of adjustments to taxes in previous periods

    (0.07 %)      (335,417     (0.50 %)      (2,727,775

Adjustments for prior periods deferred taxes

    0.01     49,005        0.06     320,038   

Price level restatement for tax purposes (investments in subsidiaries, associates and joint ventures and equity)

    17.34     89,073,681        0.43     2,329,791   

Total adjustments to tax expense using statutory rate

    (7.39 %)      (37,974,863     (10.93 %)      (59,728,414

Income tax benefit (expense), continuing operations

    (31.39 %)      (161,250,646     (33.43 %)      (182,683,107

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The main temporary differences are described below.

b) Deferred taxes

The origin and changes in deferred tax assets and liabilities as of June 30, 2016 and December 31, 2015, are as follows:

 

Deferred Tax Assets   Deferred Tax Assets Relating to     Deferred
Tax Assets
 
 

Accumulated

Depreciation

    Amortization     Provisions    

Post-

Employment

Benefit

Obligations

   

Revaluation

of Financial

Instruments

   

Tax Loss

Carry forwards

    Other    

Balance as of January 1, 2016

    25,177,794        5,633,434        27,413,705        34,004,449        15,734,754        —          1,360,887        109,325,023   

Changes

 

Increase (decrease) in profit or loss (Unaudited)

    (1,086,721     (294,225     11,842,712        (144,044     11,080,322        60,489        8,129,363        29,587,896   
 

Increase (decrease) in other comprehensive income (Unaudited)

    —          —          —          2,853,168        (288,198     —          —          2,564,970   
 

Foreign currency translation (Unaudited)

    1,636,049        783,209        2,921,092        4,922,987        623,306        —          (115,718     10,770,925   
 

Transfers to (from) non-current assets and disposal groups held for distribution to owners (1) (Unaudited)

    —          —          (1,466,985     (11,351     1,093,066        (20,624     19,849        (386,045
 

Other increases (decreases) (Unaudited)

    (1,759,177     56,274        (9,651,026     (986,007     (481,301     20,624        (1,627,964     (14,428,577

Balance as of June 30, 2016 (Unaudited)

    23,967,945        6,178,692        31,059,498        40,639,202        27,761,949        60,489        7,766,417        137,434,192   

 

Deferred Tax Assets   Deferred Tax Assets Relating to     Deferred
Tax Assets
 
 

Accumulated

Depreciation

    Amortization     Provisions     Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
   

Tax Loss

Carry forwards

    Other    

Balance as of January 1, 2015

    63,763,279        1,506,979        86,266,322        3,103,317        21,132,561        4,851,839        13,013,577        193,637,874   

Changes

 

Increase (decrease) in profit or loss

    (1,969,882     (620,212     25,701,841        33,790,833        (4,316,990     7,868,629        (42,100,049     18,354,170   
 

Increase (decrease) in other comprehensive income

    —          —          —          6,338,161        806,915        —          —          7,145,076   
 

Foreign currency translation

    (7,116,721     (1,860,738     (5,404,662     (9,206,928     (339,940     —          (863,778     (24,792,767
 

Transfers to (from) non-current assets and disposal groups held for sale (1)

    (4,982,473     —          (2,687,490     (422,929     —          (12,720,468     (1,503,949     (22,317,309
 

Other increases (decreases)

    (24,516,409     6,607,405        (76,462,306     401,995        (1,547,792     —          32,815,086        (62,702,021

Balance as of December 31, 2015

    25,177,794        5,633,434        27,413,705        34,004,449        15,734,754        —          1,360,887        109,325,023   

 

Deferred Tax Liabilities   Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
 

Accumulated

Depreciation

    Amortization     Provisions     Foreign
Currency
Contracts
    Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Other    

Balance as of January 1, 2016

    171,344,977        —          16,764        —          237        249,770        60,292,867        231,904,615   

Changes

 

Increase (decrease) in profit or loss (Unaudited)

    (300,307     (337,781     7,750,866        —          —          458,397        21,799,474        29,370,649   
 

Increase (decrease) in other comprehensive income (Unaudited)

    —          —          —          —          —          (405,466     —          (405,466
 

Foreign currency translation (Unaudited)

    (5,732,549     —          —          —          —          (8,908     (7,704,685     (13,446,142
 

Transfers to (from) non-current assets and disposal groups held for distribution to owners (1) (Unaudited)

    —          —          —          —          —          —          —          —     
 

Other increases (decreases) (Unaudited)

    (2,979,205     337,781        (7,750,866     —          —          (19,491     (10,322,135     (20,733,916

Balance as of June 30, 2016 (Unaudited)

    162,332,916        —          16,764        —          237        274,302        64,065,521        226,689,740   

 

Deferred Tax Liabilities   Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
 

Accumulated

Depreciation

    Amortization     Provisions     Foreign
Currency
Contracts
    Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Other    

Balance as of January 1, 2015

    427,881,352        —          41,553        —          16,499        163,063        50,259,017        478,361,484   

Changes

 

Increase (decrease) in profit or loss

    26,238,797        (712,025     13,122,113                488,257        —          37,625,257        76,762,399   
 

Increase (decrease) in other comprehensive income

    —          —          —                  (64,398     147,605        (200,133     (116,926
 

Foreign currency translation

    4,395,448        —          (1             65,061        5,424        (18,128,150     (13,662,218
 

Transfers to (from) non-current assets and disposal groups held for sale (1)

    (233,948,342     —          (285,255             (679     —          (792,049     (235,026,325
 

Other increases (decreases)

    (53,222,278     712,025        (12,861,646     —          (504,503     (66,322     (8,471,075     (74,413,799

Balance as of December 31, 2015

    171,344,977        —          16,764        —          237        249,770        60,292,867        231,904,615   

 

(1) See Note 5.1.II.i

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Recovery of deferred tax assets will depend on whether sufficient tax profits are obtained in the future. The Company’s management believes that the future profit projections for its subsidiaries will allow these assets to be recovered.

 

  a. As of June 30, 2016, the Group has not recognized deferred tax assets related to tax losses carry forward for ThCh$13,917,715 (Unaudited) (ThCh$20,342,024 as of December 31, 2015). See Note 3.o.

The Group has not recognized deferred tax liabilities for taxable temporary differences relating to investment in subsidiaries and joint ventures, as it is able to control the timing of the reversal of the temporary differences and considers that it is probable that such temporary differences will not reverse in the foreseeable future. As of June 30, 2016, the aggregate amount of taxable temporary differences relating to investments in subsidiaries and joint ventures for which deferred tax liabilities have not been recognized were ThCh$1,176,162,486 (Unaudited) (ThCh$1,835,600,705 as of December 31, 2015, of which ThCh$979,972,151 corresponds to continuing operations). On the other hand, the total amount of deductible temporary differences relating to investments in subsidiaries and joint ventures for which as of June 30, 2016, it is probable that will not reverse in the foreseeable future or there will be not sufficient taxable profits in the future to recover such temporary differences were ThCh$2,734,879,793 (Unaudited) (ThCh$3,162,552,465 as of December 31, 2015, of which ThCh$2,700,619,169 corresponds to continuing operations).

Additionally, the Group has not recognized deferred tax assets for deductible temporary differences which as of June 30, 2016, totaled ThCh$57,695,359 (Unaudited) (ThCh$57,311,886 as of December 31, 2015), as it is not probable that sufficient future taxable profits exist to recover such temporary differences.

The Group companies are potentially subject to income tax audits by the tax authorities of each country in which the Group operates. Such tax audits are limited to a number of annual tax periods and once these have expired audits of these periods can no longer be performed. Tax audits by nature are often complex and can require several years to complete. The following table presents a summary of tax years potentially subject to examination:

 

Country    Period  

Chile

     2008-2015   

Argentina

     2008-2015   

Brazil

     2010-2015   

Colombia

     2012-2014   

Peru

     2010-2014   

Given the range of possible interpretations of tax standards, the results of any future inspections carried out by tax authorities for the years subject to audit can give rise to tax liabilities that cannot currently be quantified objectively. Nevertheless, Enersis Américas Management estimates that the liabilities, if any, that may arise from such audits, would not significantly impact the Group companies’ future results.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The effects of deferred taxes on the components of other comprehensive income attributable to both controlling and non-controlling interests for the six month periods ended June 30, 2016 and 2015, are as follows:

 

Effects of Income Tax on the
Components of Other Comprehensive
Income
  06-30-2016 (Unaudited)     06-30-2015 (Unaudited)  
 

Amount

Before Tax

ThCh$

   

Income Tax

Expense

(Benefit)

ThCh$

   

Amount After

Tax

ThCh$

   

Amount

Before Tax

ThCh$

   

Income Tax

Expense

(Benefit)

ThCh$

   

Amount

After Tax

ThCh$

 

Available-for-sale financial assets

    850,653        —          850,653        (567,731     (1,031     (568,762

Cash flow hedge

    23,099,625        (6,023,539     17,076,086        (48,275,415     12,820,167        (35,455,248

Share of other comprehensive income in associates and joint ventures accounted for using the equity method

    (14,085,388     —          (14,085,388     147,178        —          147,178   

Foreign currency translation

    180,792,987        —          180,792,987        (243,173,564     —          (243,173,564

Gains (losses) from defined benefit pension plans

    (8,688,325     2,965,488        (5,722,837     —          —          —     

Components of other comprehensive income

    181,969,552        (3,058,051     178,911,501        (291,869,532     12,819,136        (279,050,396

The movements in deferred taxes for the components of comprehensive income for the six month periods ended June 30, 2016 and 2015, are as follows:

 

Reconciliation of changes in deferred taxes of components of other comprehensive income   

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Total increases (decreases) for deferred taxes of other comprehensive income from continuing operations

     2,970,436         581,680   

Income tax of changes in cash flow hedge transactions

     (1,300,211      2,265,454   

Deferred tax of actuarial gains (losses) from defined benefit plans

     (270,790      —     

Total increases (decreases) for deferred taxes of other comprehensive income from discontinued operations

     (4,457,486      9,972,002   

Total income tax relating to components of other comprehensive income

     (3,058,051      12,819,136   

 

17. OTHER FINANCIAL LIABILITIES

The balance of other financial liabilities as of June 30, 2016 and December 31, 2015, is as follows:

 

Other Financial Liabilities    06-30-2016 (Unaudited)      12-31-2015  
  

Current

ThCh$

     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Interest-bearing borrowings

     722,494,115         1,949,927,411         617,276,453         1,846,995,721   

Hedging derivatives (*)

     5,916,303         —           69,545,029         300,871   

Non-hedging derivatives (**)

     91,010,088         14,460,838         1,052,026         —     

Total

     819,420,506         1,964,388,249         687,873,508         1,847,296,592   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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(*) See Note 19.2.a
(**) See Note 19.2.b

17.1 Interest-bearing borrowings

The detail of current and non-current interest-bearing borrowings as of June 30, 2016 and December 31, 2015, is as follows:

 

Classes of Interest-bearing borrowings   06-30-2016 (Unaudited)     12-31-2015  
 

Current

ThCh$

   

Non-current

ThCh$

   

Current

ThCh$

    

Non-current

ThCh$

 

Bank loans

    213,371,803        484,532,454        188,121,545         232,626,020   

Unsecured obligations

    454,710,610        1,376,054,305        356,221,587         1,391,715,407   

Financial leases

    29,582,304        51,182,644        19,668,436         58,669,900   

Other obligations

    24,829,398        38,158,008        53,264,885         163,984,394   

Total

    722,494,115        1,949,927,411        617,276,453         1,846,995,721   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-96


Table of Contents

Bank loans by currency and contractual maturity as of June 30, 2016 and December 31, 2015, are as follows:

 

    Summary of bank loans by currency and maturity

 

Country   Currency     Nominal
Interets
Rate
    Secured/Unsecured     Current     Non-Current  
        Maturity    

Total
Current
06/30/2016

(Unaudited)
ThCh$

    Maturity    

Total Non-
Current
06/30/2016

(Unaudited)
ThCh$

 
        One to
three
months
ThCh$
    Three to
twelve
months
ThCh$
     

One to two
years

ThCh$

   

Two to
three years

ThCh$

    Three to
four years
ThCh$
   

Four to
five years

ThCh$

    More than
five years
ThCh$
   

Chile

    Ch$        6.00%        Unsecured        27        —          27        —          —          —          —          —          —     

Perú

    US$        2.64%        Unsecured        958,068        17,217,427        18,175,495        19,135,064        836,984        —          —          —          19,972,048   

Perú

    Soles        5.52%        Unsecured        190,360        2,040,371        2,230,731        32,204,738        —          —          —          —          32,204,738   

Argentina

    Ar$        34.26%        Unsecured        766,796        2,043,673        2,810,469        91,565        —          —          —          —          91,565   

Colombia

    Soles        5.65%        Unsecured        —          44,354,834        44,354,834        —          —          —          —          —          —     

Colombia

    CP        7.52%        Unsecured        1,572,196        67,082,828        68,655,024        9,218,884        54,557,660        45,943,293        9,218,884        23,047,214        141,985,935   

Brazil

    US$        11.58%        Unsecured        —          571,144        571,144        —          73,740,742        —          —          1,825,973        75,566,715   

Brazil

    Real        11.74%        Unsecured        11,599,489        64,974,590        76,574,079        72,008,732        62,925,390        49,417,634        17,869,482        12,490,215        214,711,453   

Total

                            15,086,936        198,284,867        213,371,803        132,658,983        192,060,776        95,360,927        27,088,366        37,363,402        484,532,454   

 

Country   Currency     Nominal
Interets
Rate
    Secured/Unsecured     Current     Non-Current  
        Maturity     Total
Current
12/31/2015
ThCh$
    Maturity     Total Non-
Current
12/31/2015
ThCh$
 
        One to
three
months
ThCh$
    Three to
twelve
months
ThCh$
     

One to two
years

ThCh$

   

Two to
three years

ThCh$

    Three to
four years
ThCh$
    Four to
five years
ThCh$
    More than
five years
ThCh$
   

Perú

    US$        2.40%        Unsecured        26,650,675        2,833,429        29,484,104        3,777,906        19,247,361        299,442        —          —          23,324,709   

Perú

    Soles        5.20%        Unsecured        12,712,792        —          12,712,792        2,083,721        22,920,929        —          —          —          25,004,650   

Argentina

    US$        13.13%        Unsecured        3,899,595        —          3,899,595        —          —          —          —          —          —     

Argentina

    Ar$        37.06%        Unsecured        2,693,226        4,809,318        7,502,544        1,080,762        —          —          —          —          1,080,762   

Colombia

    CP        6.46%        Unsecured        32,928,994        76,448,340        109,377,334        38,158,543        9,092,465        9,092,465        9,092,465        27,277,398        92,713,336   

Brazil

    Real        14.53%        Unsecured        9,045,598        16,099,578        25,145,176        30,167,521        30,167,521        30,167,521        —          —          90,502,563   

Total

                            87,930,880        100,190,665        188,121,545        75,268,453        81,428,276        39,559,428        9,092,465        27,277,398        232,626,020   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Fair value measurement and hierarchy

The fair value of current and non-current bank borrowings as of June 30, 2016 was ThCh$708,445,689 (Unaudited) (ThCh$423,123,934 as of December 31, 2015). The borrowings have been classified as Level 2 fair value measurement based on the entry data used in the valuation techniques used (see Note 3.g).

 

  Identification of bank borrowings by company

 

Taxpayer ID
No. (RUT)
  Company   Country   Taxpayer ID
No. (RUT)
  Financial Institution   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization   June 30, 2016 (Unaudited)  
                    Current     Non-Current  
                    Less than
90 days
ThCh$
    More than
90 days
ThCh$
    Total
Current
ThCh$
    One to two
years
ThCh$
    Two to
three years
ThCh$
    Three to
four years
ThCh$
    Four to five
years
ThCh$
    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     13.58     13.71   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Citibank   Brazil   US$     15.05     15.89   At maturity     —          171,646        171,646        —          24,417,464        —          —          —          24,417,464   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco Santander   Brazil   US$     13.98     14.49   At maturity     —          382,573        382,573        —          49,323,278        —          —          —          49,323,278   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.89     11.28   Monthly     7,818,408        24,820,426        32,638,834        31,273,632        23,278,105        23,278,107        13,568,639        9,144,186        100,542,669   

Foreign

  Codensa   Colombia   Foreign   Bank of Tokyo   Colombia   CP     8.49     8.32   At maturity     1,110,699        —          1,110,699        —          45,338,776        —          —          —          45,338,776   

Foreign

  Codensa   Colombia   Foreign   Bank of Tokyo   Colombia   CP     8.82     8.63   At maturity     —          184,853        184,853        —          —          36,724,409        —          —          36,724,409   

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco de Credito del Perú   Peru   US$     2.41     2.39   Quarterly     232,136        560,570        792,706        17,190,819        —          —          —          —          17,190,819   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.42     3.38   Quarterly     424,619        1,242,398        1,667,017        828,266        —          —          —          —          828,266   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.52     3.40   Quarterly     301,313        836,984        1,138,297        1,115,979        836,984        —          —          —          1,952,963   

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.10     9.78   Monthly     270,721        826,315        1,097,036        1,082,884        1,082,884        1,082,884        —          —          3,248,652   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Itaú Brasil   Brazil   Real     15.15     15.53   Annual     —          11,534,314        11,534,314        10,244,310        10,244,310        —          —          —          20,488,620   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     14.47     14.80   Annual     —          16,656,061        16,656,061        15,366,465        15,366,465        15,366,465        —          —          46,099,395   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real     7.69     7.86   Monthly     1,087,816        3,301,196        4,389,012        4,351,263        3,263,448        —          —          —          7,614,711   

Foreign

  Coelce S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.80     11.17   Monthly     2,422,544        7,836,278        10,258,822        9,690,178        9,690,178        9,690,178        4,300,843        3,346,029        36,717,406   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   US$     4.42     4.37   Bi-annual     —          16,925        16,925        —          —          —          —          1,825,973        1,825,973   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Santander   Brazil   Real     13.80     15.76   Other     —          —          —          —          —          —          —          —          —     

Foreign

  Edegel S.A.A   Peru   Foreign   Bank Nova Scotia   Peru   US$     1.40     1.38   At maturity     —          14,577,475        14,577,475        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     6.90     6.73   Quarterly     27,418        2,012,796        2,040,214        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.83     5.71   Quarterly     91,457        —          91,457        4,226,872        —          —          —          —          4,226,872   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     15,056        —          15,056        3,019,194        —          —          —          —          3,019,194   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     24,394        —          24,394        5,031,990        —          —          —          —          5,031,990   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     16,716        —          16,716        4,830,711        —          —          —          —          4,830,711   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     15,319        —          15,319        5,031,990        —          —          —          —          5,031,990   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.17     5.07   Quarterly     —          —          —          —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Santander   Peru   Soles     6.35     6.20   Quarterly     —          27,575        27,575        10,063,981        —          —          —          —          10,063,981   

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Provincia de
Buenos Aires
  Argentina   Arg $     35.36     30.67   Monthly     —          —          —          —          —          —          —          —          —     

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Arg $     45.20     37.88   Quarterly     —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     9.70     9.48   At maturity     —          6,961,940        6,961,940        6,800,816        6,800,816        6,800,816        6,800,816        17,002,044        44,205,308   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     9.73     9.51   At maturity     —          2,475,542        2,475,542        2,418,068        2,418,068        2,418,068        2,418,068        6,045,170        15,717,442   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   AV VILLAS   Colombia   CP     6.06     5.93   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Citibank Colombia   Colombia   CP     5.57     6.01   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     8.08     7.85   At maturity     461,497        27,854,727        28,316,224        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     6.84     6.66   At maturity     —          —          —          —          —                  —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del perú   Colombia   CP     5.87     5.70   At maturity     —          20,349,966        20,349,966        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del perú   Colombia   CP     5.93     5.76   At maturity     —          13,534,594        13,534,594        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del perú   Colombia   CP     5.65     5.50   At maturity     —          10,470,274        10,470,274        —          —          —          —          —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-98


Table of Contents
Taxpayer ID
No. (RUT)
  Company   Country   Taxpayer ID
No. (RUT)
  Financial Institution     Country     Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization   June 30, 2016 (Unaudited)  
                    Current     Non-Current  
                    Less than
90 days
ThCh$
    More than
90 days
ThCh$
    Total
Current
ThCh$
    One to two
years
ThCh$
    Two to
three years
ThCh$
    Three to
four years
ThCh$
    Four to five
years
ThCh$
    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign     The Bank Of Tokyo        Colombia        CP        7.02     6.90   At maturity     —          29,605,766        29,605,766        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign     Banco Davivienda        Colombia        CP        6.30     6.15   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Argentina S.A.   Argentina   Foreign     Citibank        Argentina        Arg $        36.74     34.00   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign     Banco Galicia        Argentina        Arg $        46.45     40.00   At maturity     —          560,856        560,856        —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign     Banco Itaú Argentina        Argentina        Arg $        49.81     42.50   At maturity     —          217,976        217,976        13,408        —          —          —          —          13,408   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign     Banco Santander Río        Argentina        Arg $        37.34     33.00   At maturity     —          141,777        141,777        8,251        —          —          —          —          8,251   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign     Banco Supervielle        Argentina        Arg $        46.45     40.00   At maturity     —          206,709        206,709        12,892        —          —          —          —          12,892   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign     Citibank        Argentina        Arg $        38.61     34.00   At maturity     —          683,559        683,559        42,575        —          —          —          —          42,575   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign    
 
Credit Suisse
International
  
  
    Argentina        US$        14.84     13.92   Quarterly     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign     ICBC Argentina        Argentina        Arg $        42.16     36.75   At maturity     —          232,796        232,796        14,439        —          —          —          —          14,439   

94.271.00-3

  Enersis Américas S.A.   Chile   97.004.000-5     Banco Santander Chile        Chile        Ch$        6.00     6.00   At maturity     27        —          27        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     Banco Macro        Argentina        Arg $        43.63     38.45   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     Deutsche Bank        Argentina        US$        13.50     12.86   Quarterly     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     Standard Bank        Argentina        US$        13.50     12.86   Quarterly     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     Banco Itau        Argentina        US$        13.50     12.86   Quarterly     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Santander—
Sindicado IV
 
  
    Argentina        Arg $        34.58     30.81   Quarterly     176,363        —          176,363        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     Banco Itau- Sindicado IV        Argentina        Arg $        34.58     30.81   Quarterly     161,027        —          161,027        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Galicia—
Sindicado IV
 
  
    Argentina        Arg $        34.58     30.81   Quarterly     153,359        —          153,359        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Hipotecario—
Sindicado IV
 
  
    Argentina        Arg $        34.58     30.81   Quarterly     53,676        —          53,676        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Ciudad -Sindicado
IV
  
  
    Argentina        Arg $        34.58     30.81   Quarterly     23,004        —          23,004        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     ICBC—Sindicado IV        Argentina        Arg $        34.58     30.81   Quarterly     199,367        —          199,367        —          —          —          —          —          —     

Total

                                                            15,086,936        198,284,867        213,371,803        132,658,983        192,060,776        95,360,927        27,088,366        37,363,402        484,532,454   

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-99


Table of Contents
Taxpayer ID
No. (RUT)
  Company   Country   Taxpayer
ID No.
(RUT)
  Financial Institution   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization   December 31, 2015  
                    Corriente     No Corriente  
                    Less than
90 days
ThCh$
    More
than 90
days
ThCh$
    Total
Current
ThCh$
    One to two
years
ThCh$
    Two to
three years
ThCh$
    Three to
four years
ThCh$
    Four to five
years
ThCh$
    More than
five years
ThCh$
    Total
Non-
Current
ThCh$
 

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     13.58     13.71   At maturity     —          400,960        400,960        7,765,896        7,765,896        7,765,896        —          —          23,297,688   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Citibank   Brazil   US$     15.05     15.89   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco Santander   Brazil   US$     13.98     14.49   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.89     11.28   Monthly     —          —          —          —          —          —          —          —          —     

Foreign

  Codensa   Colombia   Foreign   Bank of Tokyo   Colombia   CP     8.49     8.32   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Codensa   Colombia   Foreign   Bank of Tokyo   Colombia   CP     8.82     8.63   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco de Credito del Perú   Peru   US$     2.41     2.39   Quarterly     244,599        601,653        846,252        802,204        18,049,594        —          —          —          18,851,798   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.42     3.38   Quarterly     458,314        1,333,451        1,791,765        1,777,935        —          —          —          —          1,777,935   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.52     3.40   Quarterly     328,118        898,325        1,226,443        1,197,767        1,197,767        299,442        —          —          2,694,976   

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.10     9.78   Monthly     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Itaú Brasil   Brazil   Real     15.15     15.53   Annual     —          1,128,884        1,128,884        8,960,650        8,960,650        8,960,650        —          —          26,881,950   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     14.47     14.80   Annual     —          14,569,734        14,569,734        13,440,975        13,440,975        13,440,975        —          —          40,322,925   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real     7.69     7.86   Monthly     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.80     11.17   Monthly     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   US$     4.42     4.37   Bi-annual     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Santander   Brazil   Real     13.80     15.76   Other     9,045,598        —          9,045,598        —          —          —          —          —          —     

Foreign

  Edegel S.A.A   Peru   Foreign   Bank Nova Scotia   Peru   US$     1.40     1.38   At maturity     25,619,644        —          25,619,644        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     6.90     6.73   Quarterly     28,776        —          28,776        2,083,721        —          —          —          —          2,083,721   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.83     5.71   Quarterly     95,383        —          95,383        —          4,375,814        —          —          —          4,375,814   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     14,718        —          14,718        —          3,125,581        —          —          —          3,125,581   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     23,807        —          23,807        —          5,209,302        —          —          —          5,209,302   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     15,918        —          15,918        —          5,000,930        —          —          —          5,000,930   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.01   Quarterly     14,416        —          14,416        —          5,209,302        —          —          —          5,209,302   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.17     5.07   Quarterly     12,519,774        —          12,519,774        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Santander   Peru   Soles     6.35     6.20   Quarterly     —          —          —          —          —          —          —          —          —     

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Provincia de
Buenos Aires
  Argentina   Arg $     35.36     30.67   Monthly     83,049        —          83,049        —          —          —          —          —          —     

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Arg $     45.20     37.88   Quarterly     169,444        274,065        443,509        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     9.70     9.48   At maturity     135,920        3,353,778        3,489,698        6,707,556        6,707,556        6,707,556        6,707,556        20,122,671        46,952,895   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     9.73     9.51   At maturity     48,510        1,192,454        1,240,964        2,384,909        2,384,909        2,384,909        2,384,909        7,154,727        16,694,363   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   AV VILLAS   Colombia   CP     6.06     5.93   At maturity     11,038,653        —          11,038,653        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Citibank Colombia   Colombia   CP     5.57     6.01   At maturity     5,169,932        —          5,169,932        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     8.08     7.85   At maturity     361,969        27,472,753        27,834,722        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     6.84     6.66   At maturity     13,251,721        —          13,251,721        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del perú   Colombia   CP     5.87     5.70   At maturity     —          20,318,330        20,318,330        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del perú   Colombia   CP     5.93     5.76   At maturity     —          13,509,598        13,509,598        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del perú   Colombia   CP     5.65     5.50   At maturity     —          10,462,152        10,462,152        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   The Bank Of Tokyo   Colombia   CP     7.02     6.90   At maturity     —          139,275        139,275        29,066,078        —          —          —          —          29,066,078   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Davivienda   Colombia   CP     6.30     6.15   At maturity     2,922,289        —          2,922,289        —          —          —          —          —          —     

Foreign

  Endesa Argentina S.A.   Argentina   Foreign   Citibank   Argentina   Arg $     36.74     34.00   At maturity     438,505        —          438,505        —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Galicia   Argentina   Arg $     46.45     40.00   At maturity     —          714,607        714,607        259,978        —          —          —          —          259,978   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Itaú Argentina   Argentina   Arg $     49.81     42.50   At maturity     —          271,439        271,439        120,187        —          —          —          —          120,187   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Arg $     37.34     33.00   At maturity     —          181,232        181,232        73,961        —          —          —          —          73,961   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Supervielle   Argentina   Arg $     46.45     40.00   At maturity     —          259,139        259,139        115,564        —          —          —          —          115,564   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Citibank   Argentina   Arg $     38.61     34.00   At maturity     —          852,379        852,379        381,640        —          —          —          —          381,640   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Credit Suisse
International
  Argentina   US$     14.84     13.92   Quarterly     1,216,306        —          1,216,306        —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   ICBC Argentina   Argentina   Arg $     42.16     36.75   At maturity     —          291,321        291,321        129,432        —          —          —          —          129,432   

94.271.00-3

  Enersis Américas S.A.   Chile   97.004.000-5   Banco Santander Chile   Chile   Ch$     6.00     6.00   At maturity     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Macro   Argentina   Arg $     43.63     38.45   At maturity     1,119,924        —          1,119,924        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Deutsche Bank   Argentina   US$     13.50     12.86   Quarterly     1,341,641        —          1,341,641        —          —          —          —          —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-100


Table of Contents
Taxpayer ID
No. (RUT)
  Company   Country   Taxpayer
ID No.
(RUT)
  Financial Institution     Country     Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization   December 31, 2015  
                    Corriente     No Corriente  
                    Less than
90 days
ThCh$
    More than
90 days
ThCh$
    Total
Current
ThCh$
    One to two
years
ThCh$
    Two to
three years
ThCh$
    Three to
four years
ThCh$
    Four to five
years
ThCh$
    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

Foreign

  H. El Chocón S.A.   Argentina   Foreign     Standard Bank        Argentina        US$        13.50     12.86   Quarterly     670,824        —          670,824        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     Banco Itau        Argentina        US$        13.50     12.86   Quarterly     670,824        —          670,824        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Santander—
Sindicado IV
 
  
    Argentina        Arg $        34.58     30.81   Quarterly     202,930        451,981        654,911        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Itau- Sindicado
IV
  
  
    Argentina        Arg $        34.58     30.81   Quarterly     185,284        412,679        597,963        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Galicia—
Sindicado IV
 
  
    Argentina        Arg $        34.58     30.81   Quarterly     176,461        393,027        569,488        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Hipotecario—
Sindicado IV
 
  
    Argentina        Arg $        34.58     30.81   Quarterly     61,761        137,560        199,321        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign    
 
Banco Ciudad -
Sindicado IV
 
  
    Argentina        Arg $        34.58     30.81   Quarterly     26,469        58,954        85,423        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign     ICBC—Sindicado IV        Argentina        Arg $        34.58     30.81   Quarterly     229,399        510,935        740,334        —          —          —          —          —          —     

Total

                                                            87,930,880        100,190,665        188,121,545        75,268,453        81,428,276        39,559,428        9,092,465        27,277,398        232,626,020   

In Appendix 4, letter a), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle the bank loans detailed above.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-101


Table of Contents

17.2 Unsecured liabilities

The detail of Unsecured Liabilities by currency and maturity as of June 30, 2016 and December 31, 2015, is as follows:

 

    Summary of unsecured liabilities by currency and maturity

 

Country    Currency      Nominal
Interest Rate
    Secured/Unsecured       Current      Non-Current  
           Maturity     

Total Current
06/30/2016

(Unaudited)
ThCh$

     Maturity     

Total Non-Current
06/30/2016

(Unaudited)
ThCh$

 
          

One to three

months
ThCh$

    

Three to twelve
months

ThCh$

       

One to two

years
ThCh$

    

Two to three

years
ThCh$

    

Three to four

years

ThCh$

    

Four to five

years
ThCh$

    

More than five

years

ThCh$

    

Chile

     US$         7.00     Unsecured         —           166,154,168         166,154,168         —           —           —           —           567,455         567,455   

Chile

     U.F.         5.75     Unsecured         —           3,562,388         3,562,388         3,707,292         3,920,460         4,145,885         4,384,272         4,067,473         20,225,382   

Perú

     US$         6.50     Unsecured         14,113,085         95,768         14,208,853         6,626,125         5,410,894         —           6,626,125         6,626,125         25,289,269   

Perú

     Soles         6.33     Unsecured         4,798,144         15,039,264         19,837,408         13,888,293         24,153,553         19,121,563         46,294,311         112,817,223         216,274,943   

Colombia

     CP         12.39     Unsecured         10,960,046         136,459,898         147,419,944         —           198,244,902         100,366,560         166,316,665         458,850,667         923,778,794   

Brazil

     Real         15.94     Unsecured         —           103,527,849         103,527,849         93,434,185         75,995,657         20,488,620         —           —           189,918,462   
          Total         29,871,275         424,839,335         454,710,610         117,655,895         307,725,466         144,122,628         223,621,373         582,928,943         1,376,054,305   
                                    
Country    Currency      Nominal
Interest Rate
    Secured/Unsecured       Current      Non-Current  
           Maturity     

Total Current
12/31/2015

ThCh$

     Maturity     

Total Non-Current
12/31/2015

ThCh$

 
           One to three
months
ThCh$
    

Three to twelve
months

ThCh$

        One to two
years
ThCh$
     Two to three
years ThCh$
    

Three to four
years

ThCh$

     Four to five
years
ThCh$
    

More than five
years

ThCh$

    

Chile

     US$         7.00     Unsecured         —           179,552,878         179,552,878         —           —           —           —           609,317         609,317   

Chile

     U.F.         5.75     Unsecured         —           3,417,313         3,417,313         3,546,564         3,750,488         3,966,142         4,194,193         6,097,254         21,554,641   

Perú

     US$         6.50     Unsecured         1,025,402         14,223,478         15,248,880         —           7,111,739         5,807,446         7,111,739         7,111,739         27,142,663   

Perú

     Soles         6.44     Unsecured         11,874,390         9,345,624         21,220,014         20,628,837         —           44,799,999         27,088,371         123,043,719         215,560,926   

Colombia

     CP         10.81     Unsecured         60,132,757         —           60,132,757         125,441,571         107,284,492         80,913,285         53,852,881         551,735,058         919,227,287   

Brazil

     Real         15.64     Unsecured         —           76,649,745         76,649,745         87,811,094         79,034,498         40,774,981         —           —           207,620,573   
          Total         73,032,549         283,189,038         356,221,587         237,428,066         197,181,217         176,261,853         92,247,184         688,597,087         1,391,715,407   

17.3 Secured liabilities

As of June 30, 2016 (Unaudited) and December 31, 2015, there are no secured liabilities.

 

    Fair value measurement and hierarchy

The fair value of current and non-current secured and unsecured liabilities as of June 30, 2016 totaled ThCh$2,053,159,870 (Unaudited) (ThCh$1,768,663,119 as of December 31, 2015). These liabilities have been classified as Level 2 fair value measurement based on the entry data used in the valuation techniques used (see Note 3.g). It is important to note that these financial liabilities are measured at amortized cost (see Note 3 f.4).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-102


Table of Contents
    Secured and unsecured liabilities by company

 

Taxpayer ID
No. (RUT)

  Company   Country   Taxpayer ID
No. (RUT)
  Financial Institution   Country   Currency   Effective
Interest
Rate
  Nominal
Interest
Rate
  Secured   June 30, 2016 (Unaudited)  
                    Current     Non-Current  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to
five years
    More than
five years
    Total Non-
Current
 
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 16   Brazil   Real   14.39%   14.84%   No     —          —          —          —          —          —          —          —          —     
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 17   Brazil   Real   14.56%   14.85%   No     —          10,308,148        10,308,148        —          —          —          —          —          —     
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 18   Brazil   Real   15.00%   15.38%   No     —          2,215,866        2,215,866        10,244,310        10,244,310        10,244,310        —          —          30,732,930   
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 26   Brazil   Real   17.45%   18.21%   No     —          17,777,690        17,777,690        17,660,267        —          —          —          —          17,660,267   
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 27   Brazil   Real   15.73%   16.04%   No     —          27,786,222        27,786,222        27,177,138        27,297,927        —          —          —          54,475,065   
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 28   Brazil   Real   15.00%   15.38%   No     —          2,215,866        2,215,866        10,244,310        10,244,310        10,244,310        —          —          30,732,930   
Foreign   Codensa   Colombia   Foreign   B102 Tramo 1   Colombia   CP   13.93%   13.26%   No     205,803        33,266,101        33,471,904        —          —          —          —          —          —     
Foreign   Codensa   Colombia   Foreign   B102 Tramo 2   Colombia   CP   13.93%   13.26%   No     322,169        55,426,652        55,748,821        —          —          —          —          —          —     
Foreign   Codensa   Colombia   Foreign   B103   Colombia   CP   14.21%   13.51%   No     134,254        —          134,254        —          18,135,511        —          —          —          18,135,511   
Foreign   Codensa   Colombia   Foreign   B604   Colombia   CP   10.56%   10.17%   No     —          —          —          —          —          —          —          —          —     
Foreign   Codensa   Colombia   Foreign   Bonos B12-13   Colombia   CP   13.39%   12.77%   No     720,696        —          720,696        —          —          —          —          43,828,995        43,828,995   
Foreign   Codensa   Colombia   Foreign   Bonos B5-13   Colombia   CP   12.44%   11.90%   No     631,042        —          631,042        —          41,181,211        —          —          —          41,181,211   
Foreign   Codensa   Colombia   Foreign   Bonos B7-14   Colombia   CP   12.02%   11.51%   No     79,351        —          79,351        —          —          —          —          41,938,368        41,938,368   
Foreign   Coelce S.A.   Brazil   Foreign   Itaú 1   Brazil   Real   14.50%   14.84%   No     —          10,970,478        10,970,478        —          —          —          —          —          —     
Foreign   Coelce S.A.   Brazil   Foreign   Itaú 2   Brazil   Real   14.94%   16.92%   No     —          32,253,579        32,253,579        28,108,160        28,209,110        —          —          —          56,317,270   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Soles   6.41%   6.31%   No     —          7,941        7,941        —          —          —          —          5,031,990        5,031,990   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Soles   6.38%   6.28%   No     155,402        —          155,402        —          —          5,031,990        —          —          5,031,990   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$   6.44%   6.34%   No     180,982        —          180,982        —          —          —          —          6,626,125        6,626,125   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$   7.93%   7.78%   No     187,127        —          187,127        —          5,410,894        —          —          —          5,410,894   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   6.73%   6.63%   No     6,828,544        —          6,828,544        —          —          —          —          —          —     
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   6.09%   6.00%   No     6,735,456        —          6,735,456        —          —          —          —          —          —     
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   5.86%   5.78%   No     —          95,768        95,768        —          —          —          6,626,125        —          6,626,125   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   6.57%   6.47%   No     180,976        —          180,976        6,626,125        —          —          —          —          6,626,125   
Foreign   Edelnor S.A.A.   Peru   Foreign   AFP Horizonte   Peru   Soles   7.22%   7.09%   No     3,091,844        —          3,091,844        —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru   Foreign   AFP Integra   Peru   Soles   8.16%   8.00%   No     —          —          —          —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru   Foreign   AFP Integra   Peru   Soles   8.00%   7.85%   No     —          —          —          —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru   Foreign   AFP Prima   Peru   Soles   7.13%   7.00%   No     —          —          —          —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru   Foreign   AFP Prima   Peru   Soles   7.44%   7.30%   No     179,642        —          179,642        —          —          —          6,038,388        —          6,038,388   
Foreign   Edelnor S.A.A.   Peru   Foreign   FCR—Macrofondo   Peru   Soles   5.56%   5.49%   No     197,488        —          197,488        —          —          —          —          10,063,981        10,063,981   
Foreign   Edelnor S.A.A.   Peru   Foreign   FCR—Macrofondo   Peru   Soles   7.03%   6.91%   No     130,517        —          130,517        —          4,025,592        —          —          —          4,025,592   
Foreign   Edelnor S.A.A.   Peru   Foreign   Interseguro Cia de Seguros   Peru   Soles   6.28%   6.19%   No     —          108,167        108,167        —          —          —          —          8,051,185        8,051,185   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.06%   5.97%   No     —          84,740        84,740        —          —          —          —          10,063,981        10,063,981   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.50%   6.40%   No     —          42,157        42,157        4,025,592        —          —          —          —          4,025,592   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   7.06%   6.94%   No     —          6,127,234        6,127,234        —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   5.00%   4.94%   No     —          59,266        59,266        —          —          —          —          8,051,185        8,051,185   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   5.13%   5.06%   No     222,072        —          222,072        —          —          —          —          10,063,981        10,063,981   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.75%   6.64%   No     239,649        —          239,649        —          —          —          10,063,981        —          10,063,981   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   7.28%   7.15%   No     183,542        —          183,542        —          —          —          —          7,145,426        7,145,426   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.50%   6.40%   No     —          72,684        72,684        —          —          —          10,063,981        —          10,063,981   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   7.38%   7.24%   No     —          98,962        98,962        —          —          —          —          12,076,777        12,076,777   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.78%   6.67%   No     —          299,526        299,526        —          —          —          20,127,961        —          20,127,961   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.34%   6.25%   No     —          38,306        38,306        —          —          —          —          12,076,777        12,076,777   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   5.84%   5.76%   No     —          58,811        58,811        —          20,127,961        —          —          —          20,127,961   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.34%   6.25%   No     —          289,423        289,423        —          —          —          —          16,102,369        16,102,369   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   4.81%   4.76%   No     —          134,482        134,482        9,862,701        —          —          —          —          9,862,701   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   6.13%   6.03%   No     397,988        —          397,988        —          —          14,089,573        —          —          14,089,573   
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   5.96%   5.87%   No     —          7,290,031        7,290,031        —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles   8.13%   7.97%   No     —          327,534        327,534        —          —          —          —          14,089,571        14,089,571   
Foreign   Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B09-09   Colombia   CP   14.58%   13.85%   No     1,688,901        —          1,688,901        —          49,464,605        —          —          —          49,464,605   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-103


Table of Contents

Taxpayer ID
No. (RUT)

  Company   Country     Taxpayer ID
No. (RUT)
    Financial Institution     Country   Currency   Effective
Interest
Rate
  Nominal
Interest
Rate
  Secured   June 30, 2016 (Unaudited)  
                    Current     Non-Current  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to
five years
    More than
five years
    Total Non-
Current
 
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos B10      Colombia   CP   14.45%   13.73%   No     696,236        —          696,236        —          36,284,623        —          —          —          36,284,623   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos B-103      Colombia   CP   13.77%   13.77%   No     —          40,457,751        40,457,751        —          —          —          —          —          —     
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos B12      Colombia   CP   14.80%   14.04%   No     703,144        —          703,144        —          —          —          —          20,307,238        20,307,238   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos B15      Colombia   CP   14.79%   14.04%   No     246,738        —          246,738        —          —          —          —          12,581,510        12,581,510   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos B6-13      Colombia   CP   12.80%   12.23%   No     75,094        —          75,094        —          —          11,201,743        —          —          11,201,743   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos B6-14      Colombia   CP   11.90%   11.40%   No     427,062        —          427,062        —          —          29,689,073        —          —          29,689,073   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos exterior      Colombia   CP   10.17%   10.17%   No     —          892,890        892,890        —          —          —          20,402,449        —          20,402,449   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos quimbo      Colombia   CP   10.17%   10.17%   No     —          6,416,504        6,416,504        —          —          —          145,914,216        —          145,914,216   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B10      Colombia   CP   12.01%   11.50%   No     385,832        —          385,832        —          —          —          —          67,955,190        67,955,190   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B10-14      Colombia   CP   12.34%   11.81%   No     629,141        —          629,141        —          —          —          —          42,218,762        42,218,762   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B12-13      Colombia   CP   13.61%   12.97%   No     584,754        —          584,754        —          —          —          —          82,232,463        82,232,463   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B15      Colombia   CP   12.14%   11.62%   No     259,883        —          259,883        —          —          —          —          45,297,489        45,297,489   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B16-14      Colombia   CP   12.69%   12.13%   No     563,102        —          563,102        —          —          —          —          36,802,925        36,802,925   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B6-13      Colombia   CP   12.80%   12.23%   No     231,678        —          231,678        —          —          34,558,939        —          —          34,558,939   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B6-14      Colombia   CP   11.90%   11.40%   No     358,410        —          358,410        —          —          24,916,805        —          —          24,916,805   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B3-16      Colombia   CP   11.98%   11.47%   No     853,322        —          853,322                53,178,952        —          —          —          53,178,952   
Foreign   Emgesa S.A. E.S.P.     Colombia        Foreign        Bonos Quimbo B7-16      Colombia   CP   13.27%   12.66%   No     1,163,434        —          1,163,434        —          —          —          —          65,687,727        65,687,727   
94.271.00-3   Enersis S.A.     Chile        97.004.000-5        Bonos UF 269      Chile   U.F.   7.76%   7.40%   No     —          3,562,388        3,562,388        3,707,292        3,920,460        4,145,885        4,384,272        4,067,473        20,225,382   
94.271.00-3   Enersis S.A.     Chile        Foreign        Yankee bonos 2016      E.E.U.U.   US$   7.76%   7.40%   No     —          166,151,151        166,151,151        —          —          —          —          —          —     
94.271.00-3   Enersis S.A.     Chile        Foreign        Yankee bonos 2026      E.E.U.U.   US$   7.76%   6.60%   No     —          3,017        3,017        —          —          —          —          567,455        567,455   

Total Unsecured Bonds

                                29,871,275        424,839,335        454,710,610        117,655,895        307,725,466        144,122,628        223,621,373        582,928,943        1,376,054,305   

 

Taxpayer ID

No. (RUT)

  Company   Country   Taxpayer ID
No. (RUT)
  Financial Institution   Country   Currency   Effective
Interest
Rate
  Nominal
Interest
Rate
  Secured   December 31, 2015  
                    Current     Non-Current  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to
five years
    More than
five years
    Total Non-
Current
 
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 16   Brazil   Real   14.39%   14.84%   No     —          10,550,152        10,550,152        —          —          —          —          —          —     
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 17   Brazil   Real   14.56%   14.85%   No     —          9,072,396        9,072,396        8,960,650        —          —          —          —          8,960,650   
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 18   Brazil   Real   15.00%   15.38%   No     —          1,980,285        1,980,285        8,960,650        8,960,650        8,960,650        —          —          26,881,950   
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 26   Brazil   Real   17.45%   18.21%   No     —          16,645,720        16,645,720        14,750,376        14,750,376        —          —          —          29,500,752   
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 27   Brazil   Real   15.73%   16.04%   No     —          2,256,837        2,256,837        22,653,731        22,888,844        22,853,681        —          —          68,396,256   
Foreign   Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 28   Brazil   Real   15.00%   15.38%   No     —          1,980,285        1,980,285        8,960,650        8,960,650        8,960,650        —          —          26,881,950   
Foreign   Codensa   Colombia   Foreign   B102 Tramo 1   Colombia   CP   13.93%   13.26%   No     480,031        —          480,031        87,436,064        —          —          —          —          87,436,064   
Foreign   Codensa   Colombia   Foreign   B102 Tramo 2   Colombia   CP   13.93%   13.26%   No     —          —                  —          —          —          —          —             
Foreign   Codensa   Colombia   Foreign   B103   Colombia   CP   14.21%   13.51%   No     121,021        —          121,021        —          17,886,817        —          —          —          17,886,817   
Foreign   Codensa   Colombia   Foreign   B604   Colombia   CP   10.56%   10.17%   No     32,826,348        —          32,826,348        —          —          —          —          —          —     
Foreign   Codensa   Colombia   Foreign   Bonos B12-13   Colombia   CP   13.39%   12.77%   No     613,975        —          613,975        —          —          —          —          43,227,965        43,227,965   
Foreign   Codensa   Colombia   Foreign   Bonos B5-13   Colombia   CP   12.44%   11.90%   No     531,899        —          531,899        —          40,616,490        —          —          —          40,616,490   
Foreign   Codensa   Colombia   Foreign   Bonos B7-14   Colombia   CP   12.02%   11.51%   No     77,582        —          77,582        —          —          —          —          41,363,265        41,363,265   
Foreign   Coelce S.A.   Brazil   Foreign   Itaú 1   Brazil   Real   14.50%   14.84%   No     —          9,601,388        9,601,388        —          —          —          —          —          —     
Foreign   Coelce S.A.   Brazil   Foreign   Itaú 2   Brazil   Real   14.94%   16.92%   No     —          24,562,682        24,562,682        23,525,037        23,473,978        —          —          —          46,999,015   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Soles   6.41%   6.31%   No     —          8,221        8,221        —          —          —          —          5,209,304        5,209,304   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Soles   6.38%   6.28%   No     —          —          —          —          —          5,209,302        —          —          5,209,302   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$   6.44%   6.34%   No     194,246        —          194,246        —          —          —          —          7,111,739        7,111,739   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$   7.93%   7.78%   No     200,841        —          200,841        —          —          5,807,446        —          —          5,807,446   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   6.73%   6.63%   No     215,945        7,111,739        7,327,684        —          —          —          —          —          —     
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   6.09%   6.00%   No     117,344        7,111,739        7,229,083        —          —          —          —          —          —     
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   5.86%   5.78%   No     102,787        —          102,787        —          —          —          7,111,739        —          7,111,739   
Foreign   Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$   6.57%   6.47%   No     194,239        —          194,239        —          7,111,739        —          —          —          7,111,739   
Foreign   Edelnor S.A.A.   Peru   Foreign   AFP Horizonte   Peru   Soles   7.22%   7.09%   No     75,209        3,125,581        3,200,790        —          —          —          —          —          —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-104


Table of Contents

Taxpayer ID

No. (RUT)

  Company   Country   Taxpayer ID
No. (RUT)
    Financial Institution     Country   Currency   Effective
Interest
Rate
  Nominal
Interest
Rate
  Secured   December 31, 2015  
                    Current     Non-Current  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to
five years
    More than
five years
    Total Non-
Current
 
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  
Foreign   Edelnor S.A.A.   Peru     Foreign        AFP Integra      Peru   Soles   8.16%   8.00%   No     3,899,407        —          3,899,407        —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru     Foreign        AFP Integra      Peru   Soles   8.00%   7.85%   No     5,855,385        —          5,855,385        —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru     Foreign        AFP Prima      Peru   Soles   7.13%   7.00%   No     —          5,226,830        5,226,830        —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru     Foreign        AFP Prima      Peru   Soles   7.44%   7.30%   No     185,972        —          185,972        —          —          —          6,251,163        —          6,251,163   
Foreign   Edelnor S.A.A.   Peru     Foreign        FCR—Macrofondo      Peru   Soles   5.56%   5.49%   No     204,447        —          204,447        —          —          —          —          10,418,604        10,418,604   
Foreign   Edelnor S.A.A.   Peru     Foreign        FCR—Macrofondo      Peru   Soles   7.03%   6.91%   No     135,116        —          135,116        —          —          4,167,442        —          —          4,167,442   
Foreign   Edelnor S.A.A.   Peru     Foreign        Interseguro Cia de Seguros      Peru   Soles   6.28%   6.19%   No     —          111,978        111,978        —          —          —          —          8,334,884        8,334,884   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.06%   5.97%   No     —          87,726        87,726        —          —          —          —          10,418,604        10,418,604   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.50%   6.40%   No     —          43,642        43,642        4,167,442        —          —          —          —          4,167,442   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   7.06%   6.94%   No     —          91,977        91,977        6,251,163        —          —          —          —          6,251,163   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   5.00%   4.94%   No     —          61,354        61,354        —          —          —          —          8,334,884        8,334,884   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   5.13%   5.06%   No     229,897        —          229,897        —          —          —          —          10,418,604        10,418,604   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.75%   6.64%   No     248,093        —          248,093        —          —          —          10,418,604        —          10,418,604   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   7.28%   7.15%   No     190,009        —          190,009        —          —          —          —          7,397,209        7,397,209   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.50%   6.40%   No     —          75,245        75,245        —          —          —          10,418,604        —          10,418,604   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   7.38%   7.24%   No     —          102,450        102,450        —          —          —          —          12,502,325        12,502,325   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.78%   6.67%   No     —          310,080        310,080        —          —          —          —          20,837,209        20,837,209   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.34%   6.25%   No     —          39,656        39,656        —          —          —          —          12,502,325        12,502,325   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   5.84%   5.76%   No     —          60,884        60,884        —          —          20,837,209        —          —          20,837,209   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.34%   6.25%   No     304,643        —          304,643        —          —          —          —          16,669,767        16,669,767   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   4.81%   4.76%   No     139,221        —          139,221        10,210,232        —          —          —          —          10,210,232   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   6.13%   6.03%   No     406,991        —          406,991        —          —          14,586,046        —          —          14,586,046   
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   5.96%   5.87%   No     —          —          —          —          —          —          —          —          —     
Foreign   Edelnor S.A.A.   Peru     Foreign        Rimac Internacional      Peru   Soles   8.13%   7.97%   No     —          —          —          —          —          —          —          —          —     
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos B09-09      Colombia   CP   14.58%   13.85%   No     1,472,677        —          1,472,677        —          48,781,185        —          —          —          48,781,185   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos B10      Colombia   CP   14.45%   13.73%   No     599,598        —          599,598        —          —          35,783,303        —          —          35,783,303   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos B-103      Colombia   CP   13.77%   13.77%   No     3,893,386        —          3,893,386        38,005,507        —          —          —          —          38,005,507   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos B12      Colombia   CP   14.80%   14.04%   No     614,301        —          614,301        —          —          —          —          20,026,666        20,026,666   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos B15      Colombia   CP   14.79%   14.04%   No     213,136        —          213,136        —          —          —          —          12,407,680        12,407,680   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos B6-13      Colombia   CP   12.80%   12.23%   No     66,722        —          66,722        —          —          11,047,324        —          —          11,047,324   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos B6-14      Colombia   CP   11.90%   11.40%   No     299,818        —          299,818        —          —          —          24,573,172        —          24,573,172   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos exterior      Colombia   CP   10.17%   10.17%   No     13,745,374        —          13,745,374        —          —          —          —          19,368,586        19,368,586   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos quimbo      Colombia   CP   10.17%   10.17%   No     1,912,740        —          1,912,740        —          —          —          —          144,605,973        144,605,973   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B10      Colombia   CP   12.01%   11.50%   No     341,157        —          341,157        —          —          —          —          67,020,604        67,020,604   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B10-14      Colombia   CP   12.34%   11.81%   No     529,437        —          529,437        —          —          —          —          41,638,617        41,638,617   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B12-13      Colombia   CP   13.61%   12.97%   No     524,321        —          524,321        —          —          —          —          81,102,939        81,102,939   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B15      Colombia   CP   12.14%   11.62%   No     230,201        —          230,201        —          —          —          —          44,675,420        44,675,420   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B16-14      Colombia   CP   12.69%   12.13%   No     475,939        —          475,939        —          —          —          —          36,297,343        36,297,343   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B6-13      Colombia   CP   12.80%   12.23%   No     205,848        —          205,848        —          —          34,082,658        —          —          34,082,658   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B6-14      Colombia   CP   11.90%   11.40%   No     357,246        —          357,246        —          —          —          29,279,709        —          29,279,709   
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B3-16      Colombia   CP   11.98%   11.47%   No     —          —          —          —          —          —          —          —          —     
Foreign   Emgesa S.A. E.S.P.   Colombia     Foreign        Bonos Quimbo B7-16      Colombia   CP   13.27%   12.66%   No     —          —          —          —          —          —          —          —          —     
94.271.00-3   Enersis S.A.   Chile     97.004.000-5        Bonos UF 269      Chile   U.F.   7.76%   7.40%   No     —          3,417,313        3,417,313        3,546,564        3,750,488        3,966,142        4,194,193        6,097,254        21,554,641   
94.271.00-3   Enersis S.A.   Chile     Foreign        Yankee bonos 2016      E.E.U.U.   US$   7.76%   7.40%   No     —          179,549,527        179,549,527        —          —          —          —          —          —     
94.271.00-3   Enersis S.A.   Chile     Foreign        Yankee bonos 2026      E.E.U.U.   US$   7.76%   6.60%   No     —          3,351        3,351        —          —          —          —          609,317        609,317   

Total Unsecured Bonds

                        73,032,549        283,189,038        356,221,587        237,428,066        197,181,217        176,261,853        92,247,184        688,597,087        1,391,715,407   

In Appendix 4, letter b), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle the secured and unsecured liabilities detailed above.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-105


Table of Contents
    Detail of finance lease obligations

 

Taxpayer ID

No. (RUT)

  Company   Country     Taxpayer
ID No.
(RUT)
  Financial Institution   Country   Currency   Nominal
Interest
Rate
    June 30, 2016 (Unaudited)  
                Current     Non-Current  
                Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than
five years
    Total
Non-
Current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Codensa     Colombia      Foreign   Union Temporal Rentacol   Colombia   CP     10.80     64,244        203,425        267,669        120,370        —          —          —          —          120,370   

Foreign

  Codensa     Colombia      Foreign   Mareauto Colombia SAS   Colombia   CP     10.08     2,770        8,739        11,509        12,715        —          —          —          —          12,715   

Foreign

  Codensa     Colombia      Foreign   Banco Corpbanca   Colombia   CP     7.27     5,496        16,992        22,488        23,873        1,586        —          —          —          25,459   

Foreign

  Edelnor S.A.A.     Peru      Foreign   Banco de Interbank   Peru   Soles     5.29     —          —          —          —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru      Foreign   Banco Continental   Peru   Soles     5.98     64,598        87,110        151,708        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru      Foreign   Banco Continental   Peru   Soles     6.00     44,257        44,816        89,073        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru      Foreign   Banco Continental   Peru   Soles     6.00     77,361        78,340        155,701        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru      Foreign   Banco Continental   Peru   Soles     5.99     73,046        85,511        158,557        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru      Foreign   Banco Continental   Peru   Soles     5.25     316,665        959,860        1,276,525        1,178,832        —          —          —          —          1,178,832   

Foreign

  Edelnor S.A.A.     Peru      Foreign   Banco Santander Perú   Peru   Soles     5.60     97,728        295,758        393,486        414,324        —          —          —          —          414,324   

Foreign

  EE Piura     Peru      Foreign   Banco de Crédito   Peru   US$     5.80     1,312,295        3,936,886        5,249,181        5,249,182        5,249,182        16,071,125        —          —          26,569,489   

Foreign

  EE Piura     Peru      Foreign   Banco de Crédito   Peru   Soles     5.70     458,701        1,376,103        1,834,804        1,834,803        1,834,803        5,617,515        —          —          9,287,121   

Foreign

  EE Piura     Peru      Foreign   Banco Scotiabank   Peru   US$     3.75     734,874        —          734,874        13,506,413        —          —          —          —          13,506,413   

Foreign

  Edegel S.A.A.     Peru      Foreign   Banco Scotiabank   Peru   US$     2.40     2,357,307        16,832,728        19,190,035        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia      Foreign   Banco Corpbanca   Colombia   CP     10.80     4,814        14,966        19,780        21,219        8,838        —          —          —          30,057   

Foreign

  Emgesa S.A. E.S.P.     Colombia      Foreign   Equirent S.A.   Colombia   CP     6.55     5,696        17,698        23,394        23,524        8,839        —          —          —          32,363   

Foreign

  Emgesa S.A. E.S.P.     Colombia      Foreign   Mareauto Colombia SAS   Colombia   CP     10.08     847        2,673        3,520        3,891        1,610        —          —          —          5,501   
               

Total

  

    5,620,699        23,961,605        29,582,304        22,389,146        7,104,858        21,688,640                            51,182,644   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-106


Table of Contents

Taxpayer

ID No. (RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
  Financial Institution   Country   Currency    Nominal
Interest
Rate
    December 31, 2015  
                Current     Non-Current  
                Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More
than
five years
    Total
Non-
Current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Codensa        Colombia      Foreign   Union Temporal Rentacol   Colombia   CP     10.80     62,967        199,380        262,347        266,565        —          —          —          —          266,565   

Foreign

    Codensa        Colombia      Foreign   Mareauto Colombia SAS   Colombia   CP     10.08     2,598        8,198        10,796        11,936        6,433        —          —          —          18,369   

Foreign

    Codensa        Colombia      Foreign   Banco Corpbanca   Colombia   CP     7.27     19,831        31,119        50,950        22,853        13,512        —          —          —          36,365   

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco de Interbank   Peru   Soles     5.29     110,707        —          110,707        —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     5.98     85,240        178,308        263,548        —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     6.00     —          —          —          —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     6.00     77,976        239,624        317,600        —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     5.99     73,719        225,872        299,591        12,084        —          —          —          —          12,084   

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     5.25     65,285        199,365        264,650        89,743        —          —          —          —          89,743   

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Santander Perú   Peru   Soles     5.60     153,549        472,612        626,161        659,036        —          —          —          —          659,036   

Foreign

    EE Piura        Peru      Foreign   Banco de Crédito   Peru   US$     5.80     1,408,471        4,225,412        5,633,883        5,633,883        5,633,883        5,633,883        14,432,002        —          31,333,651   

Foreign

    EE Piura        Peru      Foreign   Banco de Crédito   Peru   Soles     5.70     474,864        1,424,592        1,899,456        1,899,456        1,899,456        1,899,456        4,865,731        —          10,564,099   

Foreign

    EE Piura        Peru      Foreign   Banco Scotiabank   Peru   US$     3.75     —          —          —          —          —          —          —          —          —     

Foreign

    Edegel S.A.A.        Peru      Foreign   Banco Scotiabank   Peru   US$     2.40     2,484,674        7,399,875        9,884,549        15,599,736        —          —          —          —          15,599,736   

Foreign

    Emgesa S.A. E.S.P.        Colombia      Foreign   Banco Corpbanca   Colombia   CP     10.80     4,579        14,234        18,813        20,200        19,819        —          —          —          40,019   

Foreign

    Emgesa S.A. E.S.P.        Colombia      Foreign   Equirent S.A.   Colombia   CP     6.55     5,424        16,795        22,219        23,718        19,648        —          —          —          43,366   

Foreign

    Emgesa S.A. E.S.P.        Colombia      Foreign   Mareauto Colombia SAS   Colombia   CP     10.08     795        2,371        3,166        3,650        3,217        —          —          —          6,867   
                   

Total

  

    5,030,679        14,637,757        19,668,436        24,242,860        7,595,968        7,533,339        19,297,733                  58,669,900   

In Appendix 4 letter c), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle the finance lease obligations detailed above.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-107


Table of Contents
    Detail of other obligations

 

Taxpayer

ID No. (RUT)

  Company   Country     Taxpayer
ID No.
(RUT)
  Financial
Institution
  Country   Currency   Nominal
Interest
Rate
    June 30, 2016 (Unaudited)  
                Current     Non-Current  
                Less than
90 days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
   

More
than

five years

    Total
Non-
Current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Ampla Energía S.A.     Brazil      Foreign   BNDES   Brazil   Real     9.17     —          —          —          —          —          —          —          —          —     

Foreign

  Cien S.A.     Brazil      Foreign   BNDES   Brazil   Real     8.33     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.     Brazil      Foreign   Banco do
Nordeste
  Brazil   Real     7.85     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.     Brazil      Foreign   Eletrobras   Brazil   Real     6.17     482,558        1,283,743        1,766,301        1,689,405        1,498,548        1,326,430        1,128,653        1,172,036        6,815,072   

Foreign

  Coelce S.A.     Brazil      Foreign   Banco do
Brasil
  Brazil   US$     52.56     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.     Brazil      Foreign   BNDES   Brazil   Real     10.43     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.     Argentina      Foreign   Mitsubishi
(deuda
garantizada)
  Argentina   US$     0.25     —          2,009,604        2,009,604        2,001,535        2,001,535        2,001,535        2,001,535        23,336,796        31,342,936   

Foreign

  Hidroinvest S.A.     Argentina      Foreign   Otros   Argentina   US$     2.53     —          367,791        367,791        —          —          —          —          —          —     

Foreign

  Endesa Argentina S.A.     Argentina      Foreign   Otros   Argentina   Arg$     34.00     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina      Foreign   Otros   Argentina   Arg$     28.78     20,685,702        —          20,685,702        —          —          —          —          —          —     
                Total other obligations        21,168,260        3,661,138        24,829,398        3,690,940        3,500,083        3,327,965        3,130,188        24,508,832        38,158,008   

 

Taxpayer

ID No. (RUT)

  Company   Country     Taxpayer
ID No.
(RUT)
  Financial
Institution
  Country   Currency   Nominal
Interest
Rate
    December 31, 2015  
                Current     Non-Current  
                Less than
90 days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four
years
    Four to
five years
    More
than five
years
    Total Non-
Current
 
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Ampla Energía S.A.     Brazil      Foreign   BNDES   Brazil   Real     9.17     4,668,542        16,155,634        20,824,176        22,376,436        18,904,213        15,431,989        11,215,453        8,186,564        76,114,655   

Foreign

  Cien S.A.     Brazil      Foreign   BNDES   Brazil   Real     8.33     215,214        659,135        874,349        860,857        860,857        860,857        430,428        —          3,012,999   

Foreign

  Coelce S.A.     Brazil      Foreign   Banco do
Nordeste
  Brazil   Real     7.85     951,507        2,896,151        3,847,658        3,806,030        3,806,030        951,507        —          —          8,563,567   

Foreign

  Coelce S.A.     Brazil      Foreign   Eletrobras   Brazil   Real     6.17     559,718        1,259,783        1,819,501        1,489,541        1,383,305        1,269,785        1,081,597        1,488,913        6,713,141   

Foreign

  Coelce S.A.     Brazil      Foreign   Banco do
Brasil
  Brazil   US$     52.56     —          17,520        17,520        —          —          —          —          1,942,995        1,942,995   

Foreign

  Coelce S.A.     Brazil      Foreign   BNDES   Brazil   Real     10.43     1,350,117        5,050,186        6,400,303        7,193,099        7,193,099        7,193,099        4,862,156        3,639,085        30,080,538   

Foreign

  Endesa Costanera S.A.     Argentina      Foreign   Mitsubishi
(deuda
garantizada)
  Argentina   US$     0.25     —          2,153,867        2,153,867        2,144,288        2,144,288        2,144,288        2,144,288        24,342,682        32,919,834   

Foreign

  Hidroinvest S.A.     Argentina      Foreign   Otros   Argentina   US$     2.53     —          391,530        391,530        —          —          —          —          —          —     

Foreign

  Endesa Argentina S.A.     Argentina      Foreign   Otros   Argentina   Arg$     34.00     23,515        —          23,515        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina      Foreign   Otros   Argentina   Arg$     28.78     16,912,466        —          16,912,466        4,636,665        —          —          —          —          4,636,665   
                Total other obligations        24,681,079        28,583,806        53,264,885        42,506,916        34,291,792        27,851,525        19,733,922        39,600,239        163,984,394   

In Appendix 4 letter d), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle these Other Obligations.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-108


Table of Contents

17.4 Hedged debt

The debt denominated in U.S. dollar for ThCh$112,771,235 (Unaudited) held by the Group as of June 30, 2016, is related to future cash flow hedges for the Group’s U.S. dollar-linked operating income (ThCh$933,447,012 as of December 31, 2015, of which ThCh$119,366,828 corresponded to continuing operations) (See Note 3.m).

The following table details changes in “Reserve for cash flow hedges” for the six month period ended June 30, 2016 and the year ended December 31, 2015, due to exchange differences from this debt:

 

     

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

 

Balance in hedging reserves (hedging income) at the beginning of the year, net

     (5,732,192      (38,783,599

Foreign currency exchange differences recorded in equity, net

     1,027,110         (44,992,798

Recognition of foreign currency exchange differences revenue, net

     (158,037      3,172,291   

Foreign currency translation differences

     200,780         (81,479

Transfer to assets held for distribution to owners

     —           74,953,393   

Balance in hedging reserves (hedging income) at the end of the period, net

     (4,662,339      (5,732,192

17.5 Other information

As of June 30, 2016, the Enersis Américas Group has long-term lines of credit available for use amounting to ThCh$139,790,859 (Unaudited) (ThCh$34,332,376 as of December 31, 2015)

 

18. RISK MANAGEMENT POLICY

The Group’s companies are exposed to certain risks that are managed by systems that identify, measure, limit concentration of, and monitor these risks.

The main principles in the Group’s risk management policy include the following:

 

    Compliance with proper corporate governance standards.

 

    Strict compliance with all of Group’s internal policies.

 

    Each business and corporate area determines:

 

  I. The markets in which it can operate based on its knowledge and ability to ensure effective risk management;

 

  II. Criteria regarding counterparts;

 

  III. Authorized operators.

 

    Business and corporate areas establish their risk tolerance in a manner consistent with the defined strategy for each market in which they operate.

 

    All of the operations of the businesses and corporate areas are conducted within the limits approved for each case.

 

    Businesses, corporate areas, lines of business and companies design the risk management controls necessary to ensure that transactions in the markets are conducted in accordance with the Enersis Américas policies, standards, and procedures.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-109


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18.1 Interest rate risk

Changes in interest rates affect the fair value of assets and liabilities bearing fixed interest rates, as well as, the expected future cash flows of assets and liabilities subject to floating interest rates.

The objective of managing interest rate risk exposure is to achieve a balance in the debt structure to minimize the cost of debt with reduced volatility in profit or loss.

Depending on the Group’s estimates and the objectives of the debt structure, hedging transactions are performed by entering into derivatives contracts that mitigate interest rate risk. Derivative instruments currently used to comply with the risk management policy are interest rate swaps to set floating rate to a fixed rate.

The financial debt structure of the Group detailed by the mostly strongly hedged fixed and floating interest rates on total net debt, net of hedging derivative instruments, is as follows:

Net position:

 

    

06-30-2016

(Unaudited)
%

    12-31-2015
%
 

Fixed interest rate debt

    36     30

18.2 Exchange rate risk

Exchange rate risks involve basically the following transactions:

 

    Debt taken on by the Group’s companies that is denominated in a currency other than the currency in which its cash flows are indexed.

 

    Payments to be made for the acquisition of project-related materials and for corporate insurance policies in a currency other than that in which its cash flows are indexed.

 

    Income in Group companies directly linked to changes in currencies other than the currency of its cash flows.

 

    Cash flows from foreign subsidiaries to the Chilean parent company which are exposed to exchange rate fluctuations.

In order to mitigate foreign currency risk, the Group’s foreign currency risk management policy is based on cash flows and includes maintaining a balance between U.S. dollar flows and the levels of assets and liabilities denominated in this currency. The objective is to minimize the exposure to variability in cash flows that are attributable to foreign exchange risk.

The hedging instruments currently being used to comply with the policy are currency swaps and forward exchange contracts. In addition, the policy pursues to refinance debt in the functional currency of each of the Group’s companies.

18.3 Commodities risk

The Group has a risk exposure to price fluctuations in certain commodities, basically due to:

 

    Purchases of fuel used to generate electricity.

 

    Energy purchase/sale transactions that take place in local markets.

In order to reduce the risk in situations of extreme drought, the Group has designed a commercial policy that defines the levels of sales commitments in line with the capacity of its generating power plants in a dry year.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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It also includes risk mitigation terms in certain contracts with unregulated customers and with regulated customers subject to long-term tender processes, establishing indexation polynomials that allow for reducing commodities exposure risk.

Considering the operating conditions faced by the power generation market in Chile, with drought and highly volatile commodity prices on international markets, the Company is constantly evaluating the use of hedging to minimize the impacts that these price fluctuations have on its results. As of June 30, 2016 (Unaudited) and December 31, 2015, there are no commodity derivatives transactions.

18.4 Liquidity risk

The Group maintains a liquidity risk management policy that consists of entering into long-term committed banking facilities and temporary financial investments for amounts that cover the projected needs over a period of time that is determined based on the situation and expectations for debt and capital markets.

The projected needs mentioned above include maturities of financial debt net of financial derivatives. For further details regarding the features and conditions of financial obligations and financial derivatives (See Notes 17, 19, and Appendix 4).

As of June 30, 2016, the Group has cash and cash equivalents for ThCh$1,113,569,619 (Unaudited) and unconditionally available lines of long-term credit for ThCh$139,790,859 (Unaudited). As of December 31, 2015, the Group had cash and cash equivalents for ThCh$1,185,163,344 and unconditionally available lines of long-term credit for ThCh$34,332,376.

18.5 Credit risk

The Enersis Américas Group closely monitors its credit risk.

Trade receivables:

The credit risk for receivables from the Group’s commercial activity has historically been very low, due to the short term period of collections from customers, resulting in non-significant cumulative receivables amounts. This situation applies to the electricity generating and distribution lines of business.

In our electricity generating business, some countries’ regulations allow suspending the energy service to customers with outstanding payments, and most contracts have termination clauses for payment default. The Company monitors its credit risk on an ongoing basis and measures quantitatively its maximum exposure to payment default risk, which, as stated above, is very low.

In our electricity distribution companies, the suspension of energy service to customers in payment default is permitted in all cases, in accordance with current regulations in each country. This facilitates our credit risk management, which is also low in this line of business.

Financial assets:

Cash surpluses are invested in the highest-rated local and foreign financial entities (with risk rating equivalent to investment grade where possible) with thresholds established for each entity.

Banks that have received investment grade ratings from the three major international rating agencies (Moody’s, S&P, and Fitch) are selected for making investments.

Investments may be backed with treasury bonds from the countries in which the company operates and/or with commercial papers issued by the highest rated banks; the latter are preferable as they offer higher returns (always in line with current investment policies).

Derivative instruments are entered into with entities with solid creditworthiness; all derivative transactions are performed with entities with investment grade ratings.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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18.6 Risk measurement

The Enersis Américas Group measures the Value at Risk (VaR) of its debt positions and financial derivatives in order to monitor the risk assumed by the Company, thereby reducing volatility in the income statement.

The portfolio of positions included for purposes of calculating the present Value at Risk include:

 

    Financial debt

 

    Hedge derivatives for debt

The VaR determined represents the potential variation in value of the portfolio of positions described above in a quarter with a 95% confidence level. To determine the VaR, we take into account the volatility of the risk variables affecting the value of the portfolio of positions, with respect to the Chilean peso, including:

 

    U.S. dollar Libor interest rate.

 

    The different currencies with which our companies operate and the customary local indices used in the banking industry.

 

    The exchange rates of the various currencies used in the calculation.

The calculation of VaR is based on generating possible future scenarios (at one quarter) of market values (both spot and term) for the risk variables, using Bootstrapping simulations.

The quarter 95%-confidence VaR number is calculated as the 5% percentile most adverse of the quarterly possible fluctuations.

Taking into consideration the assumptions previously described, the quarter VaR of the previously discussed positions was ThCh$104,474,460 (Unaudited).

This value represents the potential increase of the Debt and Derivatives’ Portfolio, thus these Values at Risk are inherently related, among other factors, to the Portfolio’s value at each quarter end.

 

19. FINANCIAL INSTRUMENTS

19.1 Financial instruments, classified by type and category

a) The detail of financial assets, classified by type and category, as of June 30, 2016 and December 31, 2015, is as follows:

 

   

 

06-30-2016 (Unaudited)

 
   

Financial
assets
held for
trading

ThCh$

   

Financial
assets at fair
value
through

profit or loss

ThCh$

    Held-to-maturity
investments
ThCh$
    Loans and
receivables
ThCh$
    Available-for-sale
financial assets
ThCh$
    Financial
derivatives
for hedging
ThCh$
 

Derivative instruments

    500,766        —          —          —          —          1,038,429   

Other financial assets

    —          17,594,085        123,487,629        1,310,786,245        —          —     

Total Current

    500,766        17,594,085        123,487,629        1,310,786,245        —          1,038,429   

Equity instruments

    —          —          —          —          1,498,113        —     

Derivative instruments

    —          —          —          —          —          1,699   

Other financial assets

    —          738,279        40,486        305,399,554        607,460,392        —     

Total Non-current

    —          738,279        40,486        305,399,554        608,958,505        1,699   

Total

    500,766        18,332,364        123,528,115        1,616,185,799        608,958,505        1,040,128   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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12-31-2015

 
    Financial
assets
held for
trading
ThCh$
    Financial
assets at fair
value
through
profit or loss
ThCh$
    Held-to-maturity
investments
ThCh$
    Loans and
receivables
ThCh$
    Available-for-sale
financial assets
ThCh$
   

Financial

derivatives

for hedging
ThCh$

 

Derivative instruments

    4,427,286        —          —          —          —          1,172,125   

Other financial assets

    —          35,467,539        27,195,496        1,045,820,479        —          —     

Total Current

    4,427,286        35,467,539        27,195,496        1,045,820,479        —          1,172,125   

Equity instruments

    —          —          —          —          616,296        —     

Derivative instruments

    —          —          —          —          —          978,556   

Other financial assets

    —          —          39,673        364,516,870        487,893,679        —     

Total Non-current

    —          —          39,673        364,516,870        488,509,975        978,556   

Total

    4,427,286        35,467,539        27,235,169        1,410,337,349        488,509,975        2,150,681   

b) The detail of financial liabilities, classified by type and category, as of June 30, 2016 and December 31, 2015, is as follows:

 

     June 30, 2016 (Unaudited)  
    

Financial liabilities held

for trading

ThCh$

   

Loans

and

payables

ThCh$

    

Financial derivatives

for hedging

ThCh$

 

Interest-bearing loans

     —          722,494,115         —     

Derivative instruments

     91,010,088        —           5,916,303   

Other financial liabilities

     —          1,359,166,739         —     

Total Current

     91,010,088        2,081,660,854         5,916,303   

Interest-bearing loans

     —          1,949,927,411         —     

Derivative instruments

     14,460,838        —           —     

Other financial liabilities

     —          246,531,834         —     

Total Non-current

     14,460,838        2,196,459,245         —     

Total

     105,470,926        4,278,120,099         5,916,303   

 

     December 31, 2015  
    

Financial liabilities held

for trading

ThCh$

    

Loans

and

payables

ThCh$

    

Financial derivatives

for hedging

ThCh$

 

Interest-bearing loans

     —           617,276,453         —     

Derivative instruments

     1,052,026         —           69,545,029   

Other financial liabilities

     —           1,447,306,354         —     

Total Current

     1,052,026         2,064,582,807         69,545,029   

Interest-bearing loans

     —           1,846,995,721         —     

Derivative instruments

     —           —           300,871   

Other financial liabilities

     —           244,079,004         —     

Total Non-current

     —           2,091,074,725         300,871   

Total

     1,052,026         4,155,657,532         69,845,900   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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19.2 Derivative instruments

The risk management policy of the Group uses primarily interest rate and foreign exchange rate derivatives to hedge its exposure to interest rate and foreign currency risks.

The Company classifies its hedges as follows:

 

    Cash flow hedges: Those that hedge the cash flows of the underlying hedged item.

 

    Fair value hedges: Those that hedge the fair value of the underlying hedged item.

 

    Non-hedge derivatives: Financial derivatives that do not meet the requirements established by IFRS to be designated as hedging instruments are recognized at fair value through profit or loss (financial assets held for trading).

a) Assets and liabilities for hedge derivative instruments

As of June 30, 2016 and December 31, 2015, financial derivative qualifying as hedging instruments resulted in recognition of the following assets and liabilities in the statement of financial position:

 

   

 

06-30-2016 (Unaudited)

   

 

12-31-2015

 
   

 

Assets

   

 

Liabilities

   

 

Assets

   

 

Liabilities

 
    

Current

ThCh$

   

Non-current

ThCh$

   

Current

ThCh$

   

Non-current

ThCh$

   

Current

ThCh$

   

Non-current

ThCh$

   

Current

ThCh$

   

Non-current

ThCh$

 

Interest rate hedge:

    714,006        1,686        195,728        —          908,115        978,556        11,177        300,871   

Cash flow hedge

    714,006        1,686        195,728        —          908,115        978,556        11,177        300,871   

Exchange rate hedge:

    324,423        —          5,720,575        —          264,010        —          69,533,852        —     

Cash flow hedge

    324,423        —          2,371,792        —          264,010        —          69,533,852        —     

Fair value hedge

    —          —          3,348,783        —          —          —          —          —     

TOTAL

    1,038,429        1,686        5,916,303        —         1,172,125        978,556        69,545,029        300,871   

 

    General information on hedge derivative instruments

Hedging derivative instruments and their corresponding hedged instruments are shown in the following table:

 

Detail of Hedge

Instruments

  Description of Hedge
Instrument
  Description of Hedged Instrument  

 

Fair Value of Hedged
Instruments
06/30/2016

(Unaudited)

ThCh$

   

Fair Value of Hedged
Instruments
12/31/2015

ThCh$

 

SWAP

  Interest rate   Bank loans     519,964        1,574,623   

SWAP

  Exchange rate   Bank loans     (3,348,783     —     

SWAP

  Exchange rate   Unsecured obligations (bonds)     (2,047,369     (69,269,842

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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As of June 30, 2016 and December 31, 2015, the Group has not recognized significant gains or losses for ineffective cash flow hedges.

For fair value hedges the gain or losses on the hedging deivative instrument and on the underlying hedged item recognized during the six month periods ended June 30, 2016 and 2015, is detailed in the following table:

 

      06-30-2016 (Unaudited)      06-30-2015
(Unaudited)
 
   Gains
ThCh$
     Losses
ThCh$
     Gains
ThCh$
     Losses
ThCh$
 

Hedging derivative instrument

     23,245,024         —           —           —     

Underlying hedged item

     —           26,289,208         —           —     

TOTAL

     23,245,024         26,289,208         —          —    

b) Financial derivative instruments assets and liabilities at fair value through profit or loss

As of June 30, 2016 and December 31, 2015, financial derivative transactions recognized at fair value through profit or loss, resulted in the recognition of the following assets and liabilities in the statement of financial position:

 

     06-30-2016 (Unaudited)     12-31-2015  
     Assets     Liabilities     Assets     Liabilities     Assets     Liabilities     Assets     Liabilities  
     Current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Non-current
ThCh$
 

Non-hedging derivative instrument (1)

    500,766        91,010,088        —          14,460,838        4,427,286        1,052,026        —          —     

 

(1) Includes forward contracts entered into by the Group mainly to hedge foreign exchange risk related to dividends received or to be received from its foreign subsidiaries. Although, the hedge relationship has economic substance, they do not comply with all the hedging documentation requirements set forth by IAS 39 Financial Instruments: Recognition and Measurement to qualify for hedge accounting. Also, it includes cross currency swaps to cover the interest rate and foreign exchange risks of financial debts which as part of the corporate reorganization were transferred to Enersis Chile, thus, discontinuing the hedge accounting.

c) Other information on derivatives:

The following table sets forth the fair value of hedging and non-hedging derivatives entered into by the Group as well as the remaining contractual maturities as of June 30, 2016 and December 31, 2015:

 

Financial derivatives   June 30, 2016 (Unaudited)  
  Fair value     Notional Amount  
   

Less than

1 year

   

1-2

years

   

2-3

years

   

3-4

years

   

4-5

years

    Total  
     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Interest rate hedge:

    519,964        64,568,112        826,713        —          —          —          65,394,825   

Cash flow hedge

    519,964        64,568,112        826,713        —          —          —          65,394,825   

Exchange rate hedge:

    (5,396,152     76,862,682        —          —          —          —          76,862,682   

Cash flow hedge

    (2,047,369     45,889,772        —          —          —          —          45,889,772   

Fair value hedge

    (3,348,783     30,972,910        —          —          —          —          30,972,910   

Derivatives not designated for hedge accounting(See 19.2.b)

    (104,970,160     383,216,709        —          88,129,953        —          —          471,346,662   

Total

    (109,846,348     524,647,503        826,713        88,129,953        —          —          613,604,169   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Financial derivatives   December 31, 2015  
  Fair value     Notional Amount  
   

Less than 1

year

 

   

1-2

years

    2-3
years
    3-4
years
   

4-5

years

    Total  
     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Interest rate hedge:

    1,574,623        38,204,658        22,314,853        —          —          —          60,519,511   

Cash flow hedge

    1,574,623        38,204,658        22,314,853        —          —          —          60,519,511   

Exchange rate hedge:

    (69,269,842     308,412,252        —          —          —          —          308,412,252   

Cash flow hedge

    (69,269,842     308,412,252        —          —          —          —          308,412,252   

Derivatives not designated for hedge accounting

    3,375,260        44,663,462        —          —          —          —          44,663,462   

Total

    (64,319,959     391,280,372        22,314,853        —          —          —          413,595,225   

The hedging and non-hedging derivatives contractual maturities do not represent the Group’s total risk exposure, as the amounts presented in the above tables have been drawn up based on undiscounted contractual cash inflows and outflows for their settlement.

19.3 Fair value hierarchies

Financial instruments recognized at fair value in the consolidated statement of financial position are classified based on the hierarchies described in Note 3.g.

The following table presents financial assets and liabilities measured at fair value as of June 30, 2016 and December 31, 2015:

 

Financial Instruments Measured at Fair Value      Fair Value Measured at End of Reporting Period
Using (Unaudited):
 
     

06-30-2016

(Unaudited)

ThCh$

    

Level 1

    ThCh$    

    

Level 2

    ThCh$    

    

Level 3

    ThCh$    

 

Financial Assets

                                   

Financial derivatives designated as cash flow hedge

     1,040,115         —           1,040,115         —     

Financial derivatives not designated for hedge accounting

     500,766         —           500,766         —     

Financial assets at fair value through profit or loss

     17,594,084         17,594,084         —           —     

Available-for-sale financial assets, non-current

     607,460,405         —           607,460,405         —     

Total

     626,595,370         17,594,084         609,001,286         —     

Financial Liabilities

                                   

Financial derivatives designated as cash flow hedge

     2,567,520         —           2,567,520         —     

Financial derivatives designated as fair value hedge

     3,348,783         —           3,348,783         —     

Financial derivatives not designated for hedge accounting

     105,470,926         —           105,470,926         —     

Total

     111,387,229         —           111,387,229         —     

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Financial Instruments Measured at Fair Value      Fair Value Measured at End of Reporting Period
Using:
 
      12-31-2015
ThCh$
     Level 1
    ThCh$    
     Level 2
    ThCh$    
     Level 3
    ThCh$    
 

Financial Assets

                                   

Financial derivatives designated as cash flow hedge

     2,150,681         —           2,150,681         —     

Financial derivatives not designated for hedge accounting

     4,427,286         —           4,427,286         —     

Financial assets at fair value through profit or loss

     35,467,539         35,467,539         —           —     

Available-for-sale financial assets, non-current

     487,893,679         —           487,893,679         —     

Total

     529,939,185         35,467,539         494,471,646         —     

Financial Liabilities

                                   

Financial derivatives designated as cash flow hedge

     69,845,900         —           69,845,900         —     

Financial derivatives not designated for hedge accounting

     1,052,026         —           1,052,026         —     

Total

     70,897,926         —           70,897,926         —     

19.3.1 Financial instruments whose fair value measurement is classified as Level 3:

The Group does not have financial instruments measured at fair value whose fair value measurement is classified as Level 3.

 

20. TRADE AND OTHER CURRENT PAYABLES

The detail of Trade and Other Payables as of June 30, 2016 and December 31, 2015, is as follows:

 

      Current      Non-current  
Trade and other payables   

06-30-2016

(Unaudited)
ThCh$

    

12-31-2015

ThCh$

    

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

 

Trade payables

     457,461,665         459,144,350         2,739,008         2,247,156   

Other payables

     939,393,590         993,679,857         290,737,427         281,297,098   

Total

     1,396,855,255         1,452,824,207         293,476,435         283,544,254   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The detail of Trade and Other Current Payables as of June 30, 2016 and December 31, 2015, is as follows:

 

      Current     

Non-current

One to five years

 
Trade and other payables   

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

    

06-30-2016

(Unaudited)
ThCh$

    

12-31-2015

ThCh$

 

Energy suppliers (1)

     417,110,433         420,027,375         2,739,008         2,247,156   

Fuel and gas suppliers

     40,351,232         39,116,975         —           —     

Payables for goods and services

     409,283,950         519,888,987         161,867,745         206,086,007   

Dividends payable to non-controlling interests

     94,239,153         106,531,865         —           —     

Fines and complaints (2)

     111,025,698         94,165,502         —           —     

Research and development

     10,578,324         12,867,918         26,894,840         17,940,704   

Taxes payables other than income tax

     69,761,639         41,337,748         53,464         2,648,714   

VAT debit

     34,221,189         43,676,292         46,891,137         39,465,249   

Mitsubishi contract (LTSA)

     17,678,410         15,390,966                  —     

Obligations for social programs

     42,883,883         66,768,001                  —     

Interest payments on trade payables

     91,106,099         69,506,842         2,805,293         2,567,956   

Other payables

     58,615,245         23,545,736         52,224,948         12,588,468   

Total

     1,396,855,255         1,452,824,207         293,476,435         283,544,254   

See Note 18.4 for the description of the liquidity risk management policy.

 

  (1) As of December 31, 2015, includes ThCh$$114,103,977 in liabilities owed to CAMMESA by our subsidiary Argentine Edesur S.A. These liabilities are greater than the account receivable recognized by Edesur as part of the implementation of Resolution N°250/13—Cost Monitoring Mechanism (“MMC”), supplemented through Resolution 32/2015. This resolution instructed CAMMESA to issue Sales Liquidation with Expiration Dates to Define (“LVFVD”) in favor of Edesur for accounts receivables, and accept these LVFVD as part payment of the debts of Edesur. As of June 30, 2016 (Unaudited), there are no compensations under the Cost Monitoring Mechanism.
  (2) Corresponds mainly to fines and complaints that our Argentine subsidiary Edesur S.A. has received during the six month period ended June 30, 2016, and prior years from the regulatory agency due to business service quality, technical product quality, and public safety, including the financial update of those fines for ThCh$45,889,007 (Unaudited) (See Note 30). These fines have not been paid, as some were suspended under the Agreement Act signed in 2007 with the Argentine government, and others are pending until the Integral Tariff Review (“RTI” in its Spanish acronym) takes place (see Note 4).

The detail of trade payables, both up to date and past due as of June 30, 2016 and December 31, 2015, are presented in Appendix 7.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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21. PROVISIONS

 

  a) The detail of provisions as of June 30, 2016 and December 31, 2015, is as follows:

 

Provisions    Current      Non-current  
  

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

    

06-30-2016

(Unaudited)

ThCh$

    

12-31-2015

ThCh$

 

Provision for legal proceedings

     61,462,788         42,090,525         176,815,752         144,855,586   

Decommissioning or restoration (*)

     1,162,919         750,345         7,138,518         6,328,957   

Provision for environmental issues (**)

     33,344,830         73,381,544         53,828,529         31,880,082   

Other provisions

     7,097,823         11,076,762         —           783,659   

Total

     103,068,360         127,299,176         237,782,799         183,848,284   

 

  (*) It includes the provision for restoration of our subsidiary Emgesa related to El Quimbo Project, related to the necessary works to mitigate the environmental impact for filling the dam. The works are estimated to take 30 years. Among the main activities under this obligation are forest restoration, create of a border protection, lotic and fishing programs and flora and fauna monitoring programs. (Unaudited)
  (**) It includes obligations for the environmental license for the El Quimbo Project, such as settlement of contracts for completed works and minor works necessary to operate the power plant that are expected to be performed under the timetable propose for the project during the year 2016. (Unaudited)

The expected timing and amount of any cash outflows related to the above provisions is uncertain and depends on the final resolution of the related matters.

 

  b) Changes in provisions for the six month period ended June 30, 2016 and year ended December 31, 2015, are as follows:

 

Provisions  

Legal Proceedings

ThCh$

   

Decommissioning or
Restoration

ThCh$

   

Environmental and

Other
Provisions
ThCh$

   

Total

ThCh$

 

Changes in Provisions

                               

Balance as of January 1, 2016

    186,946,111        7,079,302        117,122,047        311,147,460   

Additional provisions (Unaudited)

    —          —          —          —     

Increase (decrease) in existing provisions (Unaudited)

    45,069,148        1,214,911        16,932,564        63,216,623   

Provisions used (Unaudited)

    (11,810,325     (62,820     (38,357,063     (50,230,208

Increase from adjustment to time value of money (Unaudited)

    17,229,133        158,430        2,158,975        19,546,538   

Foreign currency translation (Unaudited)

    12,252,735        (88,386     (1,445,338     10,719,011   

Other increase (decrease) (Unaudited)

    (11,408,262     —          (2,140,003     (13,548,265

Total changes in provisions (Unaudited)

    51,332,429        1,222,135        (22,850,865     29,703,699   

Balance as of June 30, 2016 (Unaudited)

    238,278,540        8,301,437        94,271,182        340,851,159   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Provisions  

Legal Proceedings

ThCh$

   

Decommissioning or

Restoration

ThCh$

    Environmental and
Other
Provisions
ThCh$
   

Total

ThCh$

 

Changes in Provisions

                               

Balance as of January 1, 2015

    223,968,140        32,216,194        31,282,191        287,466,525   

Additional provisions

    —          —          —          —     

Increase (decrease) in existing provisions

    22,857,949        24,158,277        106,100,964        153,117,190   

Provisions used

    (25,239,603     (7,275     (12,262,416     (37,509,294

Increase from adjustment to time value of money

    31,412,199        2,031,788        23,054,386        56,498,373   

Foreign currency translation

    (32,537,015     (234,141     (24,082,348     (56,853,504

Transfer to non-current assets held for distribution to owners (1)

    (14,829,363     (51,085,541     (6,530,431     (72,445,335

Other increase (decrease)

    (18,686,196     —          (440,299     (19,126,495

Total changes in provisions

    (37,022,029     (25,136,892     85,839,856        23,680,935   

Balance as of December 31, 2015

    186,946,111        7,079,302        117,122,047        311,147,460   

 

  (2) See Note 5.1

 

22. EMPLOYEE BENEFIT OBLIGATIONS

22.1 General information

Enersis Américas and certain of its subsidiaries in Chile, Brazil, Colombia, Peru and Argentina granted various post-employment benefits for all or certain of their active or retired employees. These benefits are calculated and recognized in the financial statements according to the policy described in Note 3.l.1, and include primarily the following:

 

  a) Defined benefit plans:

 

    Complementary pension: The beneficiary is entitled to receive a monthly amount that supplements the pension obtained from the respective social security system.

 

    Employee severance indemnities: The beneficiary receives a certain number of contractual salaries upon retirement. Such benefit is subject to a vesting minimum service requirement period, which depending on the company, varies within a range from 5 to 15 years.

 

  b) Other benefits

Five-year benefit: A benefit certain employees receive after 5 years and which begin to accrue from the second year onwards.

Unemployment: A benefit paid regardless of whether the employee is fired or leaves voluntarily. This benefit accrues on a daily basis and is paid at the time of contract termination (although the law allows for partial withdrawals for housing and education).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Seniority bonuses: There is an agreement to give workers (“subject to the collective agreement”) an extraordinary bonus for years of service upon completion of the equivalent of five years of actual work based on the following:

 

Years of Service    Benefit

5, 10, 15

   1 monthly salary

20

   1.5 monthly salary

25, 30, 35, 40

   2.5 monthly salaries

Health plan: Corresponds to a medical and dental benefit granted to the direct family of retired employees (currently 121 retirees) of our subsidiary Emgesa. This benefit was provided by the union until March 31, 2016. Beginning on April 1, 2016, the benefit started to be provided by Emgesa who contracted MEDPLUS as the servive provider. The benefit covers the direct family, in case of death of the beneficiary, the benefit is extended for 6 months to its family, time at which the benefit is no longer provided.

 

  c) Defined contribution benefits:

The Group makes contributions to a retirement benefit plan where the beneficiary receives additional pension supplements upon his/her retirement, disability or death.

22.2 Details, changes and presentation in financial statements

 

  a) The post-employment obligations associated with defined benefits plans and the related plan assets as of June 30, 2016 and December 31, 2015, are detailed as follows:

General ledger accounts:

 

     Balance as of  

 

  

06-30-2016

(Unaudited)
ThCh$

    

12-31-2015

ThCh$

 

Post-employment obligations, non-current

     206,274,254         187,270,474   

Total Liabilities

     206,274,254         187,270,474   

Total post-employment obligations, net

     206,274,254         187,270,474   

Reconciliation with general ledger accounts:

 

     Balance as of  
  

06-30-2016

(Unaudited)
ThCh$

    

12-31-2015

ThCh$

 

Post-employment obligations

     537,307,890         428,066,630   

(-) Fair value of asset plan (*)

     (372,126,083      (284,231,299

Total

     165,181,807         143,835,331   

Amount not recognized due to limit on Benefit Plan Assets (**)

     23,205,000         22,057,178   

Minimum financing required (IFRIC 14) (***)

     17,887,447         21,377,965   

Total post-employment obligations, net

     206,274,254         187,270,474   

 

  (*) Plan assets to fund defined benefit plans only in our Brazilian subsidiaries (Ampla and Coelce); the remaining defined benefit plans in our other subsidiaries are unfunded.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  (**) In Coelce, certain pension plans currently have an actuarial surplus amounting to ThCh$23,205,000 (Unaudited) as of June 30, 2016 (ThCh$22,057,178 as of December 31, 2015). This actuarial surplus was not recognized as an asset in accordance with IFRIC 14—The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, because the Complementary Social Security (SPC) regulations—CGPC Resolution 26/2008 states that the surplus can only be used by the sponsor if the contingency reserve on the balance sheet of the Foundation is at the maximum percentage (25% of reserves). This ensures the financial stability of the plan based on the volatility of these obligations. If the surplus exceeds this limit, it may be used by the sponsor to reduce future contributions or be reimbursed to the sponsor.
  (***) In Ampla has been recognized in accordance with the provisions of IFRIC 14—The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction an asset as of June 30, 2016 for ThCh$17,887,447 (Unaudited) (ThCh$21,377,965 as of December 31, 2015). This corresponds to actuarial debt contracts that the company signed with Brasiletros (an institution providing pension funds exclusively to employees and retired employees of Ampla). This was done to equalize deficits on certain pension plans, since the sponsor assumes responsibility for these plans, in accordance with current legislation.

The following table presents the balance recorded in the consolidated statement of financial position as a result of the difference between the actuarial liability from defined benefit plans and the fair value of the plan assets affected as of June 30, 2016 (Unaudited), and at the end of each of the four prior years:

 

   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2012
ThCh$
 

Actuarial liability

    537,307,890        428,066,630        588,148,279        521,850,486        628,823,491   

Assets affected

    (372,126,083     (284,231,299     (368,008,708     (322,830,274     (393,880,165

Difference

    165,181,807        143,835,331        220,139,571        199,020,212        234,943,326   

Amount not recognized due to limit on Benefit Plan Assets

    23,205,000        22,057,178        33,710,733        39,494,779        21,218,042   

Minimum financing required (IFRIC 14)

    17,887,447        21,377,965        16,080,108        —          —     

Accounting balance of actuarial liability deficit

    206,274,254        187,270,474        269,930,412        238,514,991        256,161,368   

 

  b) The following amounts were recognized in the consolidated statement of comprehensive income for the six month periods ended June 30, 2016 and 2015:

 

Expense Recognized in Profit or Loss   

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Current service cost for defined benefits plan

     1,064,453         1,005,125   

Interest cost for defined benefits plan

     28,516,917         28,846,880   

Interest income from the plan assets

     (20,324,811      (20,501,918

Past service cost

     1,158,438         —     

Interest cost on asset ceiling components

     1,667,768         1,930,862   

Expenses recognized in Profit or Loss

     12,082,765         11,280,949   

(Gains) losses from new measurements of defined benefit plans

     8,688,325         —     

Total expense recognized in Comprehensive Income

     20,771,090         11,280,949   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Discontinued Operations   

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Expense for discontinued operations

     574,738         2,291,084   

 

  c) The presentation of net actuarial liabilities as of June 30, 2016 and December 31, 2015, are as follows

 

Net Actuarial Liability    ThCh$  

Balance as of January 1, 2015

     269,930,412   

Net interest cost

     21,759,807   

Service cost during the period

     7,092,780   

Benefits paid during the period

     (19,628,639

Contributions during the period

     (15,322,998

Actuarial (gains) losses from changes in financial assumptions

     (41,003,639

Actuarial (gains) losses from changes in experience adjustments

     33,191,124   

Return on plan assets, excluding interest

     25,577,816   

Changes in the asset limit

     (8,365,724

Minimum financing required (IFRIC 14)

     9,627,791   

Transfer to liabilities classified as held for distribution to owners (*)

     (55,023,456

Past service cost

     (523

Foreign currency translation differences

     (40,564,277

Balance as of December 31, 2015

     187,270,474   

Net interest cost (Unaudited)

     9,859,874   

Service cost during the period (Unaudited)

     1,064,453   

Benefits paid during the period (Unaudited)

     (6,332,317

Contributions during the period (Unaudited)

     (7,663,695

Actuarial (gains) losses from changes in financial assumptions (Unaudited)

     33,018,702   

Actuarial (gains) losses from changes in experience adjustments (Unaudited)

     12,274,540   

Return on plan assets, excluding interest(Unaudited)

     (27,150,894

Changes in the asset limit (Unaudited)

     (3,496,745

Minimum financing required (IFRIC 14) (Unaudited)

     (5,957,278

Past service cost (Unaudited)

     1,158,438   

Transfer of employees (Unaudited)

     (996,379

Other (Unaudited)

     (309,251

Foreign currency translation differences (Unaudited)

     13,534,332   

Net actuarial liabilities as of June 30, 2016 (Unaudited)

     206,274,254   

 

  (*) See Note 5.1.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  d) The balance and changes in post-employment defined benefit obligations as of June 30, 2016 and December 31, 2015, are as follows:

 

Actuarial Value of Post-employment Obligations    ThCh$  

Balance as of January 1, 2015

     588,148,279   

Current service cost (*)

     7,092,780   

Interest cost (*)

     56,568,888   

Contributions from plan participants

     453,243   

Actuarial (gains) losses from changes in financial assumptions (*)

     (41,003,639

Actuarial (gains) losses from changes in experience adjustments (*)

     33,191,124   

Foreign currency translation differences

     (108,872,703

Benefits paid

     (52,487,363

Past service cost

     (523

Transfer to assets classified as held for distribution to owners

     (55,023,456

Balance as of December 31, 2015

     428,066,630   

Current service cost (Unaudited)

     1,064,453   

Interest cost (Unaudited)

     28,516,917   

Contributions from plan participants (Unaudited)

     152,660   

Actuarial (gains) losses from changes in financial assumptions (Unaudited)

     33,018,702   

Actuarial (gains) losses from changes in experience adjustments (Unaudited)

     12,274,540   

Foreign currency translation differences (Unaudited)

     53,099,547   

Benefits paid (Unaudited)

     (18,738,367

Past service cost (Unaudited)

     1,158,438   

Transfer of employees (Unaudited)

     (996,379

Other (Unaudited)

     (309,251

Balance as of June 30, 2016 (Unaudited)

     537,307,890   

 

  (*) Current service cost related to continuing operations for the year ended December 31, 2015, was ThCh$4,810,031, it also includes costs for ThCh$1,484,025 of new benefit plans and costs for ThCh$1,380,360 related to seniority bonuses. Interest cost related to continuing operations for the year ended December 31, 2015 was ThCh$19,459,863. Actuarial gains (losses) for defined benefit plans related to continuing operations were ThCh$13,381,836 for the year ended December 31, 2015.

As of June 30, 2016 (Unaudited), out of the total amount of post-employment benefit obligations, 0.37% is from defined benefit plans in Chilean companies (0.72% as of December 31, 2015); 84.86% is from defined benefit plans in Brazilian companies (80.50% as of December 31, 2015); 11.99% is from defined benefit plans in Colombian companies (15.01% as of December 31, 2015); 2.28% is from defined benefit plans in Argentine subsidiaries (3.16% as of December 31, 2015); and the remaining 0.50% is from defined benefit plans in Peruvian companies (0.61% as of December 31, 2015).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Changes in the fair value of the benefit plan assets are as follows:

 

Fair Value of Benefit Plan Assets    ThCh$  

Balance as of January 1, 2015

     (368,008,708

Interest income

     (38,428,236

Return on plan assets, excluding interest

     25,577,816   

Foreign currency translation differences

     79,545,346   

Employer contributions

     (15,322,998

Contributions paid

     (453,243

Benefits paid

     32,858,724   

Balance as of December 31, 2015

     (284,231,299

Interest income (Unaudited)

     (20,324,811

Return on plan assets, excluding interest (Unaudited)

     (27,150,894

Foreign currency translation differences (Unaudited)

     (45,008,774

Employer contributions (Unaudited)

     (7,663,695

Contributions paid (Unaudited)

     (152,660

Benefits paid (Unaudited)

     12,406,050   

Balance as of June 30, 2016 (Unaudited)

     (372,126,083

 

  e) The main categories of benefit plan assets are as follows:

 

Category of Benefit Plan Assets    06-30-2016 (Unaudited)      12-31-2015  
   ThCh$      %      ThCh$      %  

Equity instruments (variable income)

     16,036,828         4.31      35,173,904         12.38

Fixed-income assets

     309,047,502         83.05      210,347,356         74.01

Real Estate investments

     42,458,954         11.41      33,391,752         11.75

Other

     4,582,799         1.23      5,318,287         1.87

Total

     372,126,083         100      284,231,299         100

The plans for retirement benefits and pension funds held by our Brazilian subsidiaries, Ampla and Coelce, maintain investments as determined by the resolutions of the National Monetary Council, ranked in fixed income, equities and real estate. Fixed income investments are predominantly invested in federal securities. Regarding equities, Faelce (an institution providing pension funds exclusively to employees and retired employees of Coelce) holds common shares of Coelce, while Brasiletros (a similar institution for employees of Ampla) holds shares in investment funds with a portfolio traded on Bovespa (the São Paulo Stock Exchange). Finally, with regards to real estate, both foundations have properties that are currently leased to Ampla and Coelce.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The following table sets forth the assets affected by the plans and invested in shares, leases and real estate owned by the Group:

 

    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

Equity instruments

     —           1   

Real Estate

     17,805,568         16,535,844   

Total

     17,805,568         16,535,845   

 

  f) Reconciliation of asset ceiling:

 

Reconciliation of Asset Ceiling    ThCh$  

Balance as of January 1, 2015

     33,710,733   

Interest on assets not recognized

     3,619,155   

Other changes in assets not recognized due to asset limit

     (8,365,724

Foreign currency translation differences

     (6,906,986

Balance as of December 31, 2015

     22,057,178   

Interest on assets not recognized (Unaudited)

     1,667,768   

Other changes in assets not recognized due to asset limit (Unaudited)

     (3,496,745

Foreign currency exchange differences (Unaudited)

     2,976,799   

Total asset ceiling as of June 30, 2016

     23,205,000   

Other disclosures:

 

    Actuarial assumptions:

As of June 30, 2016 and December 31, 2015, the following assumptions were used in the actuarial calculation of defined benefit plans:

 

     Chile   Brazil   Colombia   Argentina   Peru
    

06-30-2016

(Unaudited)

  12-31-2015  

06-30-2016

(Unaudited)

  12-31-2015  

06-30-2016

(Unaudited)

  12-31-2015  

06-30-2016

(Unaudited)

  12-31-2015  

06-30-2016

(Unaudited)

  12-31-2015

Discount rates used

  4.70%   5.00%   13,63%-13,74%   14,02%-14,21%   7.41%   7.25%   5.50%   5.50%   6.70%   7.60%

Expected rate of salary increases

  4.00%   4.00%   10.21%   9.69%   4.20%   4.20%   0.00%   0.00%   3.00%   3.00%

Mortality tables

  RV -2009   RV -2009   AT 2000   AT 2000   RV 2008   RV 2008   RV 2004   RV 2004   RV 2009   RV 2009

Turnover rate

  6,12%-7,00%   5.69%   4,55%-5,68%   4,55%-5,68%   0,35%-0,74%   0,44%-0,65%   1,20%-1,52%   1,20%-1,52%   3,88%-4,20%   3,90%-4,07%

 

    Sensitivity:

As of June 30, 2016, the sensitivity of the value of the actuarial liability for post-employment benefits to variations of 100 basis points in the discount rate assumes a decrease of ThCh$40,311,834 (Unaudited) (ThCh$32,618,877 as of December 31, 2015) if the rate rises and an increase of ThCh$47,624,724 (Unaudited) (ThCh$38,040,654 as of December 31, 2015) if the rate falls in those 100 basis points.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Future disbursements:

The estimates available indicate that ThCh$25,308,207 (Unaudited) will be disbursed for defined benefit plans next year.

 

    Length of commitments:

The Group’s obligations have a weighted average length of 9.30 years (Unaudited), and the outflows of benefits for the next 5 years and more is expected to be as follows:

 

Years   

ThCh$

(Unaudited)

 
1      45,142,056   
2      40,335,773   
3      41,190,382   
4      41,064,883   
5      40,778,078   

Over 5

     207,235,035   

 

    Defined contributions:

The total expense recognized in the consolidated statement of comprehensive income within line item “Employee expenses” represents contributions payable to the defined contribution plans by the Group. For the six month period ended June 30, 2016, the amounts recognized as expenses were ThCh$2,191,748 (Unaudited) (ThCh$2,483,024 (Unaudited) for the six month period ended June 30, 2015). These amounts correspond in its entirety to continuing operations.

 

23. EQUITY

23.1 Equity attributable to the shareholders of Enersis Américas

23.1.1 Subscribed and paid capital and number of shares

The issued capital of Enersis Américas as of June 30, 2016 and December 31, 2015 was ThCh$3,575,339,010 (Unaudited) and ThCh$5,804,447,986, divided into 49,092,772,762 shares, in both periods. All of the shares issued by Enersis Américas are subscribed and paid, and they are listed for trade on the Bolsa de Comercio de Santiago de Chile, the Bolsa Electrónica de Chile, the Bolsa de Valores de Valparaiso, and the New York Stock Exchange (NYSE).

The share premium corresponds to the share issuance premium from the capital increases that took place in 2003 and 1995. In the former increase, the premium was ThCh$125,881,577, and in the latter it was ThCh$32,878,071.

The share issuance premium generated during the capital increase in 2013, amounting to ThCh$1,460,503 as indicated above, absorbed a portion of the share issuance costs incurred in the process (see Note 23.5.c).

At the Enersis Américas Extraordinary Shareholders Meeting held on November 25, 2014, an amendment to the Company by-laws was approved, whereby the issued capital was increased by ThCh$135,167,261. This amount corresponded to the “Share Premium” balance, after deducting the “Share issuance costs” that it was included in Other Reserves, without any distribution to shareholders as a dividend.

The Company’s issued capital following the by-law amendment indicated above amounted to ThCh$5,804,447,986, divided into the same number of shares as previously, that is, 49,092,772,762 shares

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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of single series nominative common stock, non-preference and with no par value. This change in the Company’s by-laws complies with Article 26 of the Chilean Companies Act (Ley de Sociedades Anónimas) and Circular No. 1,370 issued by the SVS, as amended by Circular No. 1,736, for the recognition of changes in equity as a result of recent increases in the Company’s issued capital.

At the Extraordinary Shareholders’ Meeting of Enersis held on December 18, 2015, the shareholders approved the spin-off of Enersis into two companies (the “Spin-Off”). As a result of this Spin-Off, Enersis Chile S.A. (“Enersis Chile”), a new publicly held company, will be created, which will be governed under Chapter XII of D.L. 3,500 and to which were allocated the shareholdings and other associated assets and liabilities of Enersis in Chile, including the ownership interests in Endesa Chile and Chilectra Chile, already spun-off. All of Enersis’ shareholders will participate in Enersis Chile in the same proportion that they had in the Enersis’ capital, with a number of shares equal to what they had in Enersis (ratio 1:1); remaining in the demerged company (“Enersis Américas”) all the respective business currently outside of Chile, including its ownership interests in the new entities resulting from the spin-offs of Chilectra and Endesa Chile, and all the assets and liabilities and administrative authorizations in Chile not expressly allocated to Enersis Chile in the Spin-Off.

As part of the Spin-Off, it was agreed to reduce the capital of Enersis as a consequence of the Spin-Off from Ch$5,804,447,986,000 divided into 49,092,772,762 registered common shares of a single series and no par value, to the new amount of Ch$3,575,339,011,549 (Unaudited) divided into 49,092,772,762 (Unaudited) registered common shares of a single series and no par value. Additionally, it was also agreed to (i) establish the capital of Enersis Chile at Ch$2,229,108,974,451 (Unaudited) corresponding to the amount by which the capital of Enersis has been decreased, divided into 49,092,772,762 (Unaudited) registered common shares, all of the same series and no par value, and (ii) distribute the company’s equity interest between Enersis and Enersis Chile, by allocating assets and liabilities as indicated by the aforementioned meeting, to Enersis Chile.

On March 1, 2016, upon meeting all conditions including the capital decrease and modifications to the by-laws, the spin-off of Enersis became effective and Enersis S.A.’s corporate name was changed to Enersis Américas S.A.

23.1.2 Dividends

On November 25, 2014, the Board unanimously agreed to distribute interim dividend No. 90 of Ch$0.83148 per share on January 30, 2015 against fiscal year 2014 statutory net income; this corresponded to 15% of net income calculated at September 30, 2014, in accordance with the current Company’s dividend policy.

At the Ordinary Shareholders’ Meeting held on April 28, 2015, it was agreed to distribute a minimum mandatory dividend (partially consisting of interim dividend No. 90 of Ch$0.83148 per share) and an additional dividend, which in aggregate amounted to Ch$305,078,934,556 at Ch$6.21433 per share.

Since interim dividend No. 90 had already been paid, the remainder was distributed and paid in final dividend No. 91, which totaled Ch$264,259,128,599 equivalent to Ch$5.38285 per share.

On November 24, 2015, the Board unanimously agreed to distribute interim dividend No. 92 of $1.23875 per share on January 29, 2016 against fiscal year 2015 statutory net income. This corresponded to 15% of net income calculated as of September 30, 2015, in accordance with the current Company’s dividend policy.

At the Ordinary Shareholders’ Meeting held on April 28, 2016, it was agreed to distribute a minimum mandatory dividend (deducting the interim dividend paid in January 2016) and an additional dividend, which in aggregate amounted to Ch$204,974,253,630 at Ch$4.17321 per share (Unaudited).

Since interim dividend No. 92 had already been paid, the remainder was distributed and paid in final dividend No. 93, which totaled Ch$167,209,724,296 equivalent to Ch$3.40599 per share. (Unaudited)

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The following table sets forth the dividends paid in recent years:

 

Dividend No.   

Type of

Dividend

  

Payment

Date

  

Pesos per

Share

   Charged to

88

   Interim    1-31-2014    1.42964    2013

89

   Final    5-16-2014    5.27719    2013

90

   Interim    1-30-2015    0.83148    2014

91

   Final    5-25-2015    5.38285    2014

92

   Interim    1-29-2016    1.23875

(Unaudited)

   2015

93

   Final    5-24-2016    3.40599

(Unaudited)

   2015

23.2 Foreign currency translation reserves

The following table sets forth foreign currency translation differences attributable to the shareholders of Enersis Américas for the six month periods ended June 30, 2016 and 2015:

 

Reserves for Accumulated Currency Translation Differences   

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Empresa Distribuidora Sur S.A.

     (85,279,441      (75,611,551

Compañía Distribuidora y Comercializadora de Energía S.A.

     99,773,131         122,051,013   

Edelnor

     33,399,198         34,549,264   

Dock Sud

     (12,478,883      3,148,737   

Enel Brasil S.A.

     (312,697,756      (316,011,975

Central Costanera S.A.

     (1,193,399      2,139,923   

Inversiones GasAtacama Holding Ltda. (1)(2)

     —           10,860,072   

Emgesa S.A. E.S.P.

     12,069,273         35,657,164   

Hidroelectrica El Chocon S.A.

     (61,059,077      (30,794,623

Generandes Peru S.A.

     68,699,344         57,566,693   

Empresa Eléctrica de Piura S.A.

     6,615,421         6,803,972   

Other

     (5,541,398      (2,538,179

TOTAL

     (257,693,587      (152,179,490

 

  (1) Beginning on January 1, 2015, the company changed its functional currency from U.S. dollar to Chilean pesos.
  (2) As of December 31, 2015, this company was classified as discontinued operation. Beginning on March 1, 2016, the company is no longer part of the Group (See Note 5.1)

23.3 Capital Management

The Company’s objective is to maintain an adequate level of capitalization in order to be able to secure its access to the financial markets, so as to fulfill its medium- and long-term goals while maximizing the return to its shareholders and maintaining a robust financial position.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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23.4 Restrictions on subsidiaries transferring funds to the parent

Certain of the Group’s subsidiaries must comply with financial ratio covenants which require them to have a minimum level of equity or other requirements that restrict the transferring of assets to Enersis Américas. The Group’s restricted net assets as of June 30, 2016 from its subsidiaries Endesa Américas, Ampla, Coelce, Edelnor, and Piura were ThCh$87,598,646 (Unaudited), ThCh$584,998,287 (Unaudited), ThCh$32,375,050 (Unaudited), ThCh$189,965,920 (Unaudited), and ThCh$45,344,727 (Unaudited), respectively.

23.5 Other reserves

Other reserves within Equity attributable to shareholders of Enersis Américas for the six month periods ended June 30, 2016 and 2015, are as follows:

 

     

Balance as of

January 1, 2016

ThCh$

   

2016 Changes

(Unaudited)

ThCh$

    

Balance as of
June 30, 2016

(Unaudited)

ThCh$

 

Exchange differences on translation (a)

     (418,992,914     161,299,327         (257,693,587

Cash flow hedges (b)

     (9,826,557     3,395,773         (6,430,784

Available-for-sale financial assets

     (167,739     321,451         153,712   

Other comprehensive income from non-current assets held for distribution to owners

     (101,436,996     101,436,996         —     

Other miscellaneous reserves (c)

     (2,628,536,018     915,616,499         (1,712,919,519

Total

     (3,158,960,224     1,182,070,046         (1,976,890,178

 

     

Balance as of

January 1, 2015

ThCh$

   

2015 Changes

(Unaudited)

ThCh$

   

Balance as of
June 30, 2015

(Unaudited)

ThCh$

 

Exchange differences on translation

     35,154,874        (187,334,364     (152,179,490

Cash flow hedges

     (69,404,677     (21,321,141     (90,725,818

Available-for-sale financial assets

     14,046        (213,186     (199,140

Other miscellaneous reserves (c)

     (2,619,970,627     (652,632     (2,620,623,259

Total

     (2,654,206,384     (209,521,323     (2,863,727,707

 

  a) Reserves for exchange differences on translation: These reserves arise primarily from exchange differences relating to: (i) Translation of the financial statements of our subsidiaries with functional currencies other than the Chilean peso (see Note 2.7.3); and (ii) Translation of goodwill arising from the acquisition of companies with functional currencies other than the Chilean peso (see Note 3.b).
  b) Cash flow hedge reserves: These reserves represent the cumulative effective portion of gains and losses on cash flow hedges (see Note 3.f.5).
  c) Other miscellaneous reserves.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The main items and their effects are the following:

 

Other miscellaneous reserves   

06-30-2016

(Unaudited)

ThCh$

   

06-30-2015

(Unaudited)

ThCh$

 

Reserve for capital increase in 2013 (1)

     (900,683,317     (892,845,532

Reserve for corporate reorganization (“Spin-off”) (2)

     479,817,274        —     

Reserve for subsidiaries transactions (3)

     (294,091,592     (289,552,195

Reserve for transition to IFRS (4)

     (997,915,790     (1,455,137,625

Other miscellaneous reserves (5)

     (46,094     16,912,093   

Total

     (1,712,919,519     (2,620,623,259

 

  1) Reserve originated from the capital increase that Enersis Américas made during the first quarter of 2013.
  2) Reserve for corporate reorganization (spin-offs of companies) completed on March 1, 2016. Corresponds to the effects from the reorganization of Enersis Américas and the separation of the Chilean business into a new entity, Enersis Chile S.A. (See Note 5.1)
  3) Reserve from transactions with our subsidiaries. Corresponds to the effect of purchases of equity interests in subsidiaries that were accounted for as transactions between entities under common control.
  4) Reserve for transition to IFRS. In accordance with Official Bulletin No. 456 from the SVS (Superintendencia de Valores y Seguros de Chile), included in this line item is the price-level restatement of paid-in capital from the date of transition to IFRS, January 1, 2004, to December 31, 2008. It is important to note that, while the Company adopted IFRS as its statutory accounting standards beginning on January 1, 2009, the date of transition to IFRS was the same as that used by its former parent company, Endesa, S.A. (Spain), January 1, 2004, as an exemption permitted in IFRS 1—First Time Adoption of IFRS: (i) Foreign currency translation differences existing at the time of transition to IFRS (IFRS 1 exemption); and (ii) The effects of business combinations under common control, arising primarily from the incorporation of the holding company Enel Brasil in 2005 and the merger of our Colombian subsidiaries, Emgesa and Betania, in 2007.
  5) Other miscellaneous reserves from transactions made in prior years.

23.6 Non-controlling Interests

23.6.1 COELCE Public Stock Offering

On January 14, 2014, the Enersis Américas Board of Directors voted to hold a voluntary public offering of shares in its subsidiary Companhia Energética do Ceará’s (Coelce) as part of the process to make use of the funds raised in the Enersis Américas 2013 capital increase (see Note 23.1.1).

In the Public Stock Offering auction held on February 17, 2014, Enersis Américas acquired 2,964,650 shares of Coelce common stock at a price of R$49 per share, 8,818,006 shares of Class A preferred stock and 424 shares of Class B preferred stock, at a cost of ThCh$134,017,691.

Having exceeded two-thirds of the total number of Coelce common stock shares in circulation, Enersis Américas extended the effective date of the offer for an additional three months from the date of the auction. The process concluded on May 16, 2014, during which time Enersis Américas acquired an additional 38,162 shares of common stock at a total price of ThCh$464,883.

In summary, Enersis Américas increased its equity interest in Coelce by 15.18% to control, directly and indirectly, 74.05% of that company’s equity interest.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The purchase of these non-controlling interests was recorded using the accounting policy described in Note 2.7.5. The difference between the carrying amount of the non-controlling interests acquired and the consideration paid resulted in a charge of ThCh$75,700,937 recorded directly in “Other reserves” in “Equity attributable to equity owners of Enersis Américas”.

In addition, the components of “Other comprehensive income” were allocated accordingly, with an additional charge to “Other miscellaneous reserves” and a credit to “Reserves for exchange differences on translation” amounting to ThCh$28,385,172.

23.6.2 Acquisition of Inkia Holdings (Acter) Limited (Generandes Peru)

On April 29, 2014, the Board of Enersis Américas authorized the signing of a purchase agreement for the acquisition of all the shares that Inkia Americas Holdings Limited held indirectly in Generandes Peru (39.01% of that company), which is the holding company for Edegel S.A.A. This purchase formed part of the process to use funds that had been raised in the Enersis Américas capital increase in 2013 (See Note 23.1.1).

On September 3, 2014, Enersis Américas confirmed and paid ThCh$253,015,133 to Inkia, and consolidated the companies Inkia Holdings (Acter) Limited, Southern Cone Power Ltd., Latin American Holding I Ltd., Latin American holding II Ltd. and Southern Cone Power Peru S.A.A.

This transaction increased Enersis Américas’s indirect ownership interest in Edegel S.A.A by 21.14%, leaving Enersis Américas with direct and indirect control of 58.60% of the shares in this company.

The acquisition of non-controlling interests was recorded according to the accounting policy described in Note 2.7.6. The difference between the carrying amount of non-controlling interests acquired and the consideration paid, resulted in a charge of ThCh$137,644,766 which was directly recognized in “Other reserves” within equity attributable to the shareholders of Enersis Américas.

Additionally, the corresponding components of “Other comprehensive income” have been redistributed. Accordingly, there has been an additional charge to “Other miscellaneous reserves” and a credit to “Reserve for Exchange Differences on Translation” of ThCh$32,862,564.

23.6.3 Capitalization of Central Dock Sud

During 2014, Enersis Américas and the rest of Central Dock Sud’s (CDS) shareholders worked to find a solution to the statutory negative equity situation that CDS was facing since December 2013. If the negative worth situation was not corrected, the company would have to be dissolved according to Argentine regulation.

On December 1, 2014, Enersis Américas S.A. acquired from Endesa Latinoamérica S.A. certain loans granted to Central Dock Sud S.A. (CDS), with a nominal amount of US$ 106 million. The amount paid was US$29 million. These loans were then re-denominated to Argentine pesos and interests were condoned. The remaining portion of these loans was contributed by Enersis Américas S.A. to the share capital of Inversora Dock Sud (IDS) and subsequently to CDS, at nominal amount. Similar contribution was made by each of the other shareholders, capitalizing their credits granted to CDS. In exchange, shares were issued by IDS and CDS, respectively, in proportion to the loans contributed or cash capitalized, and in the case of Enersis Américas, these loans were partially repaid in cash. All of these movements constitute a related party transaction (the “Transaction”), approved in the case of Enersis Américas, at an Extraordinary Shareholders Meeting.

The Transaction restored the equity of CDS, whilst maintaining substantially the same proportion of ownership in this company as held prior to the Transaction: Enersis Américas (40%), YPF (40%) and Pan American Energy (20%).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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This Transaction was recognized under the accounting policy described in Note 2.7.6 and resulted in an additional credit to “Other miscellaneous reserves” for ThCh$35,149,573.

23.6.4 The detail of non-controlling interests is as follows:

 

    Non-controlling interests  
   

06-30-2016

(Unaudited)

%

    Equity     Profit (Loss)  
Companies    

06-30-2016

(Unaudited)

ThCh$

   

12-31-2015

ThCh$

   

06-30-2016

(Unaudited)

ThCh$

   

30-06-2015

(Unaudited)

ThCh$

 

Ampla Energía E Serviços S.A.

    0.36     1,803,968        1,670,381        (85,492     (33,492

Compañía Energética Do Ceará S.A.

    26.00     123,763,200        102,309,115        10,621,793        11,764,059   

Compañía Distribuidora y Comercializadora de energía S.A.

    51.52     251,652,640        270,808,395        31,517,122        30,692,556   

Emgesa S.A. E.S.P.

    51.53     374,559,381        412,145,236        49,525,945        55,761,066   

Empresa de Distribución Eléctrica de Lima Norte S.A.A

    24.32     77,190,843        75,852,375        9,103,381        7,172,701   

Edegel S.A.A

    16.40     97,777,286        91,467,160        8,788,453        7,342,064   

Chinango S.A.C.

    20.00     14,604,419        14,268,911        1,587,722        1,609,353   

Empresa Distribuidora Sur S.A.

    27.87     4,973,918        7,873,277        (1,466,812     13,767,739   

Endesa Costanera S.A.

    24.32     2,959,411        3,759,405        (80,612     486,854   

Hidroelectrica El Chocón S.A.

    32.33     45,506,944        48,208,347        7,027,729        1,622,361   

Inversora Dock Sud S.A.

    42.86     21,545,466        24,059,619        2,247,746        605,528   

Central Dock Sud S.A.

    29.76     21,082,460        23,536,086        2,205,141        590,215   

Chilectra Chile S.A. (*)

    0.00     —          10,118,233        274,125        798,897   

Chilectra Américas S.A.

    0.91     4,915,104        —          64,942        —     

Endesa Chile S.A. (*)

    0.00     —          1,059,805,601        48,377,285        36,246,450   

Endesa Américas S.A.

    40.02     513,238,170        —          27,196,796        —     

Empresa Eléctrica Pehuenche S.A. (*)

    7.35     —          10,900,863        1,201,670        4,314,973   

Empresa Electrica de Piura S.A.

    3.50     2,400,616        2,201,500        260,539        109,098   

Otras

            2,381,367        4,674,591        593,348        283,085   

TOTAL

            1,560,355,193        2,163,659,095        198,960,821        173,133,507   

 

  (*) Classified as disposal groups held for distribution to owners as of December 31, 2015. Beginning on March 1, 2016, these non-controlling interests are no longer within the Group (See Note 5.1).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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24. REVENUE AND OTHER OPERATING INCOME

The detail of revenue presented in the statement of comprehensive income for the six month periods ended June 30, 2016 and 2015, is as follows:

 

      For the six month periods ended,  
Revenues   

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Energy sales (1)

     2,116,939,986         2,112,796,981   

Generation

     594,393,196         534,586,443   

Regulated customers

     57,199,536         66,607,696   

Unregulated customers

     351,364,573         306,743,723   

Spot market sales

     168,095,820         137,851,954   

Other customers

     17,733,267         23,383,070   

Distribution

     1,522,546,790         1,578,210,538   

Residential

     688,198,380         771,096,301   

Business

     402,511,092         374,816,262   

Industrial

     168,731,052         150,162,611   

Other customers

     263,106,266         282,135,364   

Other sales

     20,426,577         16,987,348   

Gas sales

     10,774,433         6,637,602   

Other fuel sales

     2,519,487         2,016,067   

Sales of goods and services

     7,132,657         8,333,679   

Revenue from other services

     235,336,832         196,624,233   

Tolls and transmission

     139,128,916         125,578,763   

Metering equipment leases

     35,868         36,445   

Public lighting

     1,346,715         2,456,842   

Verifications and connections

     4,540,643         1,479,632   

Engineering and consulting services

     2,875,320         649,785   

Other services

     87,409,370         66,422,766   

Total revenues

     2,372,703,395         2,326,408,562   

 

      For the six month periods ended,  
Other operating income   

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Revenue from construction contracts

     105,342,334         92,220,369   

Other income (2)

     87,281,490         181,156,690   

Total other operating income

     192,623,824         273,377,059   

 

  (1) On January 29, 2016, the ENRE issued Resolution No. 1/2016 approving the tariff table of Edesur effective on the invoicing for the meter readings after midnight hour of February 1, 2016. The effect recognized for this resolution during the six month period ended June 30, 2016 was ThCh$205,596,817 (Unaudited). For the six month period ended June 30, 2015 were recognized revenues from energy sales for ThCh$16,637,889 (Unaudited) as beginning on February 1, 2015, the funds from the PUREE must be considered part of the revenues of energy distribution companies.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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  (2) For the year ended December 31, 2015, as part of application of Resolution SE No. 32/2015 issued on March 11, 2015, which for purposes of funding the expenditures and investments used for in the normal operations to render distribution of electricity public services a non-recurrent increase of revenues was approved for ThCh$103,253,504 in our subsidiary Edesur beginning on February 1, 2015 without any increase in tariffs. In addition, revenues for ThCh$11,496,342 were recognized since it was also approved to compensate until January 31, 2015 the outstanding amounts from the Program for Rational Use of Electric Energy (PUREE) up to the amount of the Cost Monitoring Mechanism (MMC) adjustment for recognizing costs that were not passed on to electricity tariffs. Finally, revenues for ThCh$33,425,936 were recognized associated with salary increases. In 2016, the preceding non-recurrent measures were no longer applicable since, as previously discussed, Resolution ENRE No. 1/2016 approved the tariff table of Edesur.

For the six month period ended June 30, 2016, an amount of ThCh$27,891,937 (Unaudited) (ThCh$24,814,691 for the six month period ended June 30, 2015) was recognized as revenue associated with the availability contracts that our subsidiary Central Costanera entered into with CAMESSA in December 2012.

 

25. RAW MATERIALS AND CONSUMABLES USED

The detail of raw materials and consumables used presented in profit or loss for the six month periods ended June 30, 2016 and 2015, is as follows:

 

Raw Materials and Consumables Used

   For the six month periods ended  
  

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Energy purchases

     (780,951,440      (948,692,416

Fuel consumption

     (154,503,794      (110,649,904

Transportation costs

     (127,720,906      (127,649,588

Costs from construction contracts

     (105,342,334      (92,220,369

Other raw materials and consumables

     (85,279,350      (75,409,556

Total

     (1,253,797,824      (1,354,621,833

 

26. EMPLOYEE BENEFITS EXPENSE

Employee expenses for the six month periods ended June 30, 2016 and 2015, are as follows:

 

Employee Benefits Expense    For the six month periods ended  
  

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Wages and salaries

     (136,797,564      (158,183,584

Post-employment benefit obligations expense

     (4,414,639      (3,488,149

Social security and other contributions

     (64,643,679      (69,957,103

Other employee expenses

     (4,909,242      (4,319,719

Total

     (210,765,124      (235,948,555

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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27. DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

The detail of depreciation, amortization and impairment losses for the six month periods ended June 30, 2016 and 2015, are as follows:

 

      For the six month periods ended  
     

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Depreciation

     (116,715,654      (120,299,713

Amortization

     (39,702,985      (38,108,731

Subtotal

     (156,418,639      (158,408,444

Impairment (losses) reversals (*)

     (25,357,805      (21,055,862

Total

     (181,776,444      (179,464,306

 

     Generation     Distribution     Other     For the six month
periods ended
 
(*) Information on
Impairment Losses by
Business Segment
 

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 

Financial assets (ver nota 8)

    (1,006,981     243,119        (24,350,824     (19,204,651     —          —          (25,357,805     (18,961,532

Intangible assets other than goodwill (ver nota 13)

    —          —          —          (2,063,087     —          —          —          (2,063,087

Property, plant and equipment (ver nota 15)

    —          —          —          (31,243     —          —          —          (31,243

Total

    (1,006,981     243,119        (24,350,824     (21,298,981     —          —          (25,357,805     (21,055,862

For the six month period ended June 30, 2015, the assets related to Chilean operations that are subject to impairment test have been classified as non-current assets held for distribution to owners (Unaudited). (See Notes 3.j and 5.1)

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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28. OTHER EXPENSES

Other miscellaneous operating expenses for the six month periods ended June 30, 2016 and 2015, are as follows:

 

      For the six month periods ended  
Other expenses   

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Other supplies and services

     (47,525,829      (27,985,786

Professional, outsourced and other services

     (58,430,159      (80,390,317

Repairs and maintenance

     (54,778,187      (60,035,371

Indemnities and fines

     (3,919,654      (10,270,813

Taxes and charges

     (20,946,759      (24,284,231

Insurance premiums

     (14,755,761      (14,167,562

Leases and rental costs

     (5,767,315      (4,774,889

Marketing, public relations and advertising

     (1,430,579      (2,531,216

Other supplies

     (43,160,490      (26,728,875

Travel expenses

     (5,609,257      (8,146,022

Environmental expenses (1)

     (523,723      (423,371

Total

     (256,847,713      (259,738,453

 

(1) It includes research costs recognized as expenses for the six month periods ended June 30, 2016 and 2015, of ThCh$186,449 and ThCh$423,371 , respectively.

 

29. OTHER GAINS (LOSSES)

Other gains (losses) for the six month periods ended June 30, 2016 and 2015, are as follows:

 

      For the six month periods
ended
 
Other gains (losses)   

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Disposals of property, plant and equipment

     75,864         641,032   

Other

     169,042         (6,155

Total

     244,906         634,877   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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30. FINANCIAL RESULTS

Financial income and costs for the six month periods ended June 30, 2016 and 2015, are as follows:

 

      For the six month periods ended,  
Financial Income   

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Cash and cash equivalents

     47,190,334         36,170,455   

Financial income on plan assets (Brazil)

     53,257         72,106   

Financial income from concessions IFRIC 12 (Brazil) (1)

     23,624,243         15,107,438   

Other financial income

     23,401,224         84,048,930   

Total Ingresos Financieros

     94,269,058         135,398,929   

 

Financial Costs

   For the six month periods ended,  
  

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Financial costs

     (273,722,881      (185,034,745

Bank loans

     (25,161,881      (18,450,497

Secured and unsecured obligations

     (99,255,779      (90,838,526

Valuation of financial derivatives

     435,577         (703,320

Financial provisions (3)

     (76,899,872      (26,832,196

Post-employment benefit obligations (2)

     (9,913,131      (10,347,930

Debt issue costs and other related costs

     (1,788,459      (1,700,061

Capitalized borrowing costs

     15,427,814         36,614,401   

Other financial costs

     (76,567,150      (72,776,616

Gain (loss) from indexed assets and liabilities (*)

     (419,802      (3,105,519

Foreign currency exchange differences (**)

     1,193,234         (5,583,256

Total financial costs

     (272,949,449      (193,723,520

Total financial results

     (178,680,391      (58,324,591

 

  (1) Corresponds to the financial update of non-amortized assets at their new replacement value at the end of the concession in the distribution companies Ampla and Coelce.
  (2) See Note 22.2.b).
  (3) It includes ThCh$57,353,334 (Unaudited) for the six months ended June 30, 2016 (ThCh$9,572,377 (Unaudited) for the six months ended June 30, 2015) from our subsidiary Edesur, of which ThCh$45,889,007 (Unaudited) corresponds to the financial update of the quality service fine (See Note 20). In addition, our Brazilian subsidiaries Ampla and Coelce have recognized ThCh$15,968,427 (Unaudited) for the six months ended June 30 (ThCh$13,599,950 (Unaudited) for the six months ended June 30, 2015) related to the financial update of legal claims (See Note 21).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The effects on financial results from exchange differences and the application of indexed assets and liabilities are originated from the following:

 

      For the six month periods
ended,
 
Results from Indexed Assets and Liabilities (*)   

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Current tax assets and liabilities

     22,709         410   

Other financial liabilities (financial debt and derivative instruments)

     (420,143      (3,064,989

Trade and other payables

     —           (40,939

Other provisions

     (22,368      —     

Total

     (419,802      (3,105,518

 

      For the six month periods
ended,
 
Foreign currency exchange differences (**)   

06-30-2016

(Unaudited)

ThCh$

    

06-30-2015

(Unaudited)

ThCh$

 

Cash and cash equivalents

     (1,439,700      5,258,171   

Other financial assets

     32,893,843         11,688,240   

Other non-financial assets

     351,403         125,685   

Trade and other receivables

     516,485         22,922   

Current tax assets and liabilities

     705,497         —     

Other financial liabilities (financial debt and derivative instruments)

     (30,139,568      (14,957,675

Trade and other payables

     4,099,066         (6,769,715

Other non-financial liabilities

     (5,793,792      (950,884

Total

     1,193,234         (5,583,256

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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31. INFORMATION BY SEGMENT

31.1 Basis of segmentation

The Group’s activities are organized primarily around its core businesses: electric energy generation, transmission and distribution. On that basis, the Group has established two major business lines.

Generation and Transmission Business: The generation and transmission business segment is comprised of a group of electricity companies that own generating plants, whose energy is transmitted and distributed to end customers. Our generation and transmission business is conducted in Argentina through Cemsa, Central DockSud, Central Costanera, and El Chocón, in Brazil through Cachoeira Dourada, CIEN, Enel Brazil, and Fortaleza in Colombia through Emgesa, and in Peru through Edegel and EEPSA.

Distribution Business: The distribution business is comprised of a group of electricity companies operate under a distribution public utility concession regime, with service obligations and regulated tariffs for supplying regulated customers. Our electricity distribution business is conducted in Argentina through Edesur, in Brazil through Ampla and Coelce, in Colombia through Codensa, and in Peru through Edelnor.

Considering the differentiated information that is analyzed by the Company’s chief operating decision maker, segment information has been organized by the geographical areas in which the Group operates:

 

    Chile (Discontinued operations)

 

    Argentina

 

    Brazil

 

    Peru

 

    Colombia

Given that the Group’s corporate organization basically matches its business organization and, therefore, the segments, the following information is based on the financial information of the companies forming each segment. The accounting policies used to determine the segment information are the same as those used in the preparation of the Group’s consolidated financial statements. Based on this context and taking into consideration the corporate reorganization as discussed in Notes 5.1, the financial information related to the operations outside of Chile is presented as continued operations, while the financial information related to Chilean operations is presented, in the case of assets and liabilities, as held for distribution to owners, and in the case of income statement accounts, as discontinued operations.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The following tables present details of this information by segment:

31.2 Generation and transmission, distribution and others

 

Line of business    Generation      Distribution      Holdings and Eliminations      Total  
ASSETS   

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

CURRENT ASSETS

     653,128,579         3,974,309,548         1,278,397,879         2,233,248,507         911,749,229         1,706,003,655         2,843,275,687         7,913,561,710   

Cash and cash equivalents

     179,869,633         158,234,836         260,481,244         174,458,784         673,218,742         852,469,724         1,113,569,619         1,185,163,344   

Other current financial assets

     9,171,299         11,466,253         20,201,144         34,171,369         113,248,466         22,624,824         142,620,909         68,262,446   

Other current non-financial assets

     17,192,826         26,895,066         71,295,581         72,076,278         1,351,792         3,017,713         89,840,199         101,989,057   

Trade and other current receivables

     317,939,512         281,533,993         864,291,510         802,286,571         6,890,656         4,311,003         1,189,121,678         1,088,131,567   

Current accounts receivable from related parties

     87,196,516         69,698,172         7,854,638         27,676,364         49,451,757         (93,807,606      144,502,911         3,566,930   

Inventories

     33,504,254         33,665,661         41,376,573         61,185,174         1,016,678         207,062         75,897,505         95,057,897   

Current tax assets

     8,254,539         3,751,263         12,897,189         11,961,862         66,571,138         31,741,463         87,722,866         47,454,588   

Non-current assets or disposal groups held for sale or for distribution to owners

     —           3,389,064,304         —           1,049,432,105         —           885,439,472         —           5,323,935,881   

NON-CURRENT ASSETS

     3,573,185,212         4,070,922,143         3,944,032,242         4,091,696,107         357,964,460         -627,025,569         7,875,181,914         7,535,592,681   

Other non-current financial assets

     1,491,013         625,982         608,227,468         488,884,301         20,488         17,921         609,738,969         489,528,204   

Other non-current non-financial assets

     7,353,752         9,847,779         67,544,583         54,741,348         13,724,170         12,973,581         88,622,505         77,562,708   

Trade and other non-current receivables

     298,260,627         310,451,501         51,806,451         88,178,936         61,483         65,427         350,128,561         398,695,864   

Non-current accounts receivable from related parties

     364,546         —           270,698         355,485         (364,546      —           270,698         355,485   

Investment accounted for using the equity method

     87,148,876         478,361,882         30,533,464         491,519,716         (86,440,647      (938,921,153      31,241,693         30,960,445   

Intangible assets other than goodwill

     34,551,923         33,665,518         1,104,939,823         933,484,014         13,962,422         14,249,740         1,153,454,168         981,399,272   

Goodwill

     5,211,486         100,700,655         87,691,291         76,703,162         386,580,893         266,795,230         479,483,670         444,199,047   

Property, plant and equipment

     3,098,438,243         3,097,266,606         1,924,220,685         1,905,927,300         2,148,530         372,727         5,024,807,458         5,003,566,633   

Deferred tax assets

     40,364,746         40,002,220         68,797,779         51,901,845         28,271,667         17,420,958         137,434,192         109,325,023   

TOTAL ASSETS

     4,226,313,791         8,045,231,691         5,222,430,121         6,324,944,614         1,269,713,689         1,078,978,086         10,718,457,601         15,449,154,391   

 

Line of business    Generation      Distribution      Holdings and Eliminations      Total  
LIABILITIES AND EQUITY   

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

CURRENT LIABILITIES

     903,456,629         2,735,116,868         1,558,970,506         1,838,355,464         1,336,419         (68,091,532      2,463,763,554         4,505,380,800   

Other current financial liabilities

     260,838,363         230,270,298         300,796,528         206,125,030         257,785,615         251,478,180         819,420,506         687,873,508   

Trade and other current payables

     366,660,646         342,712,347         1,011,454,772         1,037,064,551         18,739,837         73,047,309         1,396,855,255         1,452,824,207   

Current accounts payable to related parties

     159,189,530         104,568,189         158,061,766         72,131,804         (277,120,100      (66,802,485      40,131,196         109,897,508   

Other current provisions

     44,278,749         81,419,354         58,088,203         45,879,822         701,408         —           103,068,360         127,299,176   

Current tax liabilities

     67,814,008         91,117,121         1,053,976         24,166,415         —           27,324,424         68,867,984         142,607,960   

Other current non-financial liabilities

     4,675,333         1,951,295         29,515,261         35,966,491         1,229,659         1,308,553         35,420,253         39,226,339   

Liabilities associated with disposal groups held for sale or for distribution to owners

     —           1,883,078,264         —           417,021,351         —           (354,447,513      —           1,945,652,102   

NON-CURRENT LIABILITIES

     1,339,525,841         1,313,277,539         1,758,934,031         1,559,780,584         (150,762,578      (119,092,912      2,947,697,294         2,753,965,211   

Other non-current financial liabilities

     978,056,852         941,834,867         965,538,559         883,297,767         20,792,838         22,163,958         1,964,388,249         1,847,296,592   

Trade and other non-current payables

     75,852,637         97,364,873         209,788,218         178,027,558         7,835,580         8,151,823         293,476,435         283,544,254   

Non-current account payables to related parties

     13,208,729         10,685,702         194,246,707         157,179,286         (207,455,436      (167,864,988      —           —     

Other long-term provisions

     64,134,727         41,883,233         173,452,186         141,808,620         195,886         156,431         237,782,799         183,848,284   

Deferred tax liabilities

     168,050,491         181,262,110         32,744,297         34,940,876         25,894,952         15,701,629         226,689,740         231,904,615   

Non-current provisions for employee benefits

     22,491,428         21,548,342         181,809,224         163,123,897         1,973,602         2,598,235         206,274,254         187,270,474   

Other non-current non-financial liabilities

     17,730,977         18,698,412         1,354,840         1,402,580         —           —           19,085,817         20,100,992   

EQUITY

     1,983,331,321         3,996,837,284         1,904,525,584         2,926,808,566         1,419,139,848         1,266,162,530         5,306,996,753         8,189,808,380   

Equity attributable to shareholders of Enersis Américas

     1,983,331,321         3,996,837,284         1,904,525,584         2,926,808,566         1,419,139,848         1,266,162,530         3,746,641,560         6,026,149,285   

Issued capital

     630,932,811         1,476,722,861         546,990,658         860,651,565         2,397,415,541         3,467,073,560         3,575,339,010         5,804,447,986   

Retained earnings

     307,263,249         2,358,601,470         83,849,233         1,414,711,314         1,757,080,246         (392,651,261      2,148,192,728         3,380,661,523   

Share premium

     25,722,352         206,058,198         3,022,632         3,547,484         (28,744,984      (209,605,682      —           —     

Other reserves

     1,019,412,909         (44,545,245      1,270,663,061         647,898,203         (2,706,610,955      (1,598,654,087      (1,976,890,178      (3,158,960,224

Non-controlling interests

     —           —           —           —           —           —           1,560,355,193         2,163,659,095   

Total Liabilities and Equity

     4,226,313,791         8,045,231,691         5,222,430,121         6,324,944,614         1,269,713,689         1,078,978,086         10,718,457,601         15,449,154,391   

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Line of business    Generation      Distribution      Holdings and Eliminations      Total  
STATEMENT OF INCOME   

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

    

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

    

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

    

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

REVENUES AND OTHER OPERATING INCOME

     969,260,192         782,231,336         1,828,975,868         1,971,661,375         (232,908,841      (154,107,091      2,565,327,219         2,599,785,620   

Revenues

     926,132,174         755,726,989         1,678,738,295         1,724,669,621         (232,167,074      (153,988,048      2,372,703,395         2,326,408,562   

Energy sales

     807,937,306         671,186,126         1,522,691,254         1,578,347,283         (213,688,574      (136,736,428      2,116,939,986         2,112,796,981   

Other sales

     13,293,920         8,653,669         1,080,801         8,333,679         6,051,856         —           20,426,577         16,987,348   

Other services rendered

     104,900,948         75,887,194         154,966,240         137,988,659         (24,530,356      (17,251,620      235,336,832         196,624,233   

Other operating income

     43,128,018         26,504,347         150,237,573         246,991,754         (741,767      (119,043      192,623,824         273,377,058   

RAW MATERIALS AND CONSUMABLES USED

     (396,167,557      (273,876,633      (1,094,378,616      (1,236,352,701      236,748,349         155,607,501         (1,253,797,824      (1,354,621,833

Energy purchases

     (137,046,640      (75,244,552      (871,898,398      (1,017,232,934      227,993,598         143,785,070         (780,951,440      (948,692,416

Fuel consumption

     (154,503,794      (110,649,904      —           —           —           —           (154,503,794      (110,649,904

Transportation expense

     (67,464,341      (60,679,168      (73,242,508      (79,872,755      12,985,943         12,902,335         (127,720,906      (127,649,588

Other miscellaneous supplies and services

     (37,152,782      (27,303,009      (149,237,710      (139,247,012      (4,231,192      (1,079,904      (190,621,684      (167,629,925

CONTRIBUTION MARGIN

     573,092,635         508,354,703         734,597,252         735,308,674         3,839,508         1,500,410         1,311,529,395         1,245,163,787   

Other work performed by the entity and capitalized

     2,487,670         4,845,597         25,817,450         25,670,457         51,591         854,162         28,356,711         31,370,216   

Employee benefits expense

     (47,007,461      (49,599,550      (151,697,956      (179,464,458      (12,059,707      (6,884,547      (210,765,124      (235,948,555

Other expenses

     (50,250,228      (45,774,884      (182,750,344      (204,137,912      (23,847,141      (9,825,657      (256,847,713      (259,738,453

GROSS OPERATING RESULT

     478,322,616         417,825,866         425,966,402         377,376,761         (32,015,749      (14,355,632      872,273,269         780,846,995   

Depreciation and amortization expenses

     (70,986,992      (70,921,230      (85,485,106      (87,702,205      53,459         214,991         (156,418,639      (158,408,444

Impairment losses (reversal of impairment losses) recognized in profit or loss

     (1,006,981      211,925         (24,304,775      (21,267,738      (46,049      (49      (25,357,805      (21,055,862

OPERATING INCOME

     406,328,643         347,116,561         316,176,521         268,406,818         (32,008,339      (14,140,690      690,496,825         601,382,689   

FINANCIAL RESULTS

     (47,944,751      (38,186,345      (148,793,248      (30,181,814      18,057,608         10,043,568         (178,680,391      (58,324,591

Financial income

     20,940,073         15,980,312         54,784,633         103,692,602         18,544,352         15,726,015         94,269,058         135,398,929   

Cash and cash equivalents

     18,268,403         15,247,244         10,677,650         5,228,447         18,244,281         15,694,764         47,190,334         36,170,455   

Other financial income

     2,671,670         733,068         44,106,983         98,464,155         300,071         31,251         47,078,724         99,228,474   

Financial costs

     (84,638,329      (46,332,387      (199,257,925      (133,721,547      10,173,373         (4,980,811      (273,722,881      (185,034,745

Bank borrowings

     (9,265,915      (8,938,844      (15,895,862      (9,511,580      (104      (73      (25,161,881      (18,450,497

Secured and unsecured obligations

     (47,521,464      (36,301,199      (44,717,140      (48,011,492      (7,017,175      (6,525,835      (99,255,779      (90,838,526

Other

     (27,850,950      (1,092,344      (138,644,923      (76,198,475      17,190,652         1,545,097         (149,305,221      (75,745,722

Profit (loss) from indexed assets and liabilities

     —           —           —           —           (419,802      (3,105,519      (419,802      (3,105,519

Foreign currency exchange differences

     15,753,505         (7,834,270      (4,319,956      (152,869      (10,240,315      2,403,883         1,193,234         (5,583,256

Positives

     65,047,988         8,991,485         24,275,628         1,867,795         31,844,620         24,606,532         121,168,236         35,465,812   

Negatives

     (49,294,483      (16,825,755      (28,595,584      (2,020,664      (42,084,935      (22,202,649      (119,975,002      (41,049,068

Share of profit of associates and joint venturesaccounted for using the equity method

     683,229         1,971,204         1,124,766         869,965         (220,237      (68,844      1,587,758         2,772,325   

Other gains (losses)

     263,400         63,206         (24,758      571,671         6,264         —          244,906         634,877   

Gain (loss) from other investments

     54,011         —           —           —           265         —           54,276         —     

Gain (loss) from the sale of property, plant and equipment

     209,389         63,206         (24,758      571,671         5,999         —           190,630         634,877   

Income before tax

     359,330,521         310,964,626         168,483,281         239,666,640         (14,164,704      (4,165,966      513,649,098         546,465,300   

Income tax

     (132,169,155      (106,167,981      (57,752,153      (65,091,665      28,670,662         (11,423,461      (161,250,646      (182,683,107

Net income from continuing operations

     227,161,366         204,796,645         110,731,128         174,574,975         14,505,958         (15,589,427      352,398,452         363,782,193   

Income from discontinued operations

     —                    —                    115,130,387         97,358,857         115,130,387         97,358,857   

Net income from continuing operations

     227,161,366         204,796,645         110,731,128         174,574,975         129,636,345         81,769,430         467,528,839         461,141,050   

Net income attributable to:

     227,161,366         204,796,645         110,731,128         174,574,975         129,636,345         81,769,430         467,528,839         461,141,050   

Shareholders of Enersis Américas

                                                           268,568,018         288,007,544   

Non-controlling interests

                                                           198,960,821         173,133,506   

 

Line of business    Generation      Distribution      Holdings and Eliminations      Total  
STATEMENT OF CASH FLOWS   

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

    

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

    

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

    

06-30-2016

(Unaudited)
ThCh$

    

06-30-2015

(Unaudited)
ThCh$

 

Cash flow from (used in) operating activities

     422,787,692         446,615,594         364,430,574         304,808,740         (62,495,843      (60,515,771      724,722,423         690,908,563   

Cash flow from (used in) investing activities

     (116,110,762      (345,510,289      (215,358,886      (345,183,919      (46,386,177      3,390,877         (377,855,825      (687,303,331

Cash flow from (used in) financing activities

     (320,141,778      (412,816,002      (84,848,371      (134,344,518      (160,510,628      (185,022,564      (565,500,777      (732,183,084

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-142


Table of Contents

31.3 Segment information by country

 

Line of business  

Chile (Holdings and

Others)

    Argentina     Brazil     Colombia     Peru     Eliminations     Total  
ASSETS  

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

CURRENT ASSETS

    1,098,033,328        7,206,153,017        364,112,868        335,086,963        957,756,718        790,909,682        342,515,929        372,444,839        274,711,525        246,261,307        (193,854,681     -1,037,294,098        2,843,275,687        7,913,561,710   

Cash and cash equivalents

    641,556,361        842,075,831        79,914,504        46,181,049        216,966,974        91,204,686        125,554,396        156,927,518        49,577,384        48,774,260        —          —          1,113,569,619        1,185,163,344   

Other current financial assets

    106,612,074        16,360,472        293,728        694,177        32,839,126        48,170,095        2,875,974        3,037,702        7        —          —          —          142,620,909        68,262,446   

Other current non-financial assets

    45,145        41,022        1,988,550        2,763,894        71,334,807        80,268,243        5,567,193        9,724,564        10,904,504        9,191,334        —          —          89,840,199        101,989,057   

Trade and other current receivables

    1,385,617        729,821        246,035,456        216,550,824        584,881,640        536,725,492        174,636,059        179,304,792        181,413,508        154,034,146        769,398        786,492        1,189,121,678        1,088,131,567   

Current accounts receivable from related parties

    294,318,785        72,105,375        20,756,445        24,224,813        19,647,291        19,580,577        1,808,884        2,063,025        2,595,585        1,292,410        (194,624,079     -115,699,270        144,502,911        3,566,930   

Inventories

    60,532        —          12,289,590        40,147,347        1,825,756        900,446        31,798,742        21,381,902        29,922,885        32,628,202        —          —          75,897,505        95,057,897   

Current tax assets

    54,054,814        28,523,295        2,834,595        4,524,859        30,261,124        14,060,143        274,681        5,336        297,652        340,955        —          —          87,722,866        47,454,588   

Non-current assets or disposal groups held for sale or for distribution to owners

    —          6,246,317,201        —          —          —          —          —          —          —          —          —          -922,381,320        —          5,323,935,881   

NON-CURRENT ASSETS

    4,452,938,540        4,419,757,344        895,304,822        989,117,985        2,368,700,958        2,026,630,282        2,729,105,607        2,655,603,106        1,604,590,611        1,626,705,797        (4,175,458,624     -4,182,221,833        7,875,181,914        7,535,592,681   

Other non-current financial assets

    —          —          758,276        21,751        607,480,881        488,876,852        1,498,113        616,296        1,699        13,305        —          —          609,738,969        489,528,204   

Other non-current non-financial assets

    9,807,779        9,809,121        1,438,380        3,927,495        74,067,256        60,707,204        3,525,858        3,380,076        —          —          (216,768     -261,188        88,622,505        77,562,708   

Trade and other non-current receivables

    —          —          286,272,391        307,327,055        45,864,425        81,551,731        17,991,745        9,817,078        —          —          —          —          350,128,561        398,695,864   

Non-current accounts receivable from related parties

    —          —          418,476        355,485        35,971,684        34,884,531        —          —          —          —          (36,119,462     -34,884,531        270,698        355,485   

Investment accounted for using the equity method

    4,414,876,317        4,392,452,234        26,165,967        33,278,110        —          —          30,520,355        29,497,710        85,382,341        78,272,852        (4,525,703,287     -4,502,540,461        31,241,693        30,960,445   

Intangible assets other than goodwill

    —          —          1,435,420        1,901,334        1,080,178,260        910,420,453        40,417,828        36,607,957        31,422,660        32,469,528        —          —          1,153,454,168        981,399,272   

Goodwill

    —          —          866,444        1,070,609        87,691,291        76,703,162        4,345,042        4,285,457        —          6,675,472        386,580,893        355,464,347        479,483,670        444,199,047   

Property, plant and equipment

    —                  577,477,465        640,616,088        348,162,718        307,829,742        2,611,383,364        2,545,846,163        1,487,783,911        1,509,274,640        —          —          5,024,807,458        5,003,566,633   

Propiedad de inversión

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Deferred tax assets

    28,254,444        17,495,989        472,003        620,058        89,284,443        65,656,607        19,423,302        25,552,369        —          —          —          —          137,434,192        109,325,023   

TOTAL ASSETS

    5,550,971,868        11,625,910,361        1,259,417,690        1,324,204,948        3,326,457,676        2,817,539,964        3,071,621,536        3,028,047,945        1,879,302,136        1,872,967,104        (4,369,313,305     (5,219,515,931     10,718,457,601        15,449,154,391   

 

               
Line of business  

Chile (Holdings and

Others)

    Argentina     Brazil     Colombia     Peru     Eliminations     Total  
LIABILITIES AND EQUITY  

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

CURRENT LIABILITIES

    273,360,061        2,214,708,056        687,778,588        650,930,971        716,644,974        649,275,989        665,677,116        589,400,597        293,697,644        313,823,925        (173,394,829     87,241,262        2,463,763,554        4,505,380,800   

Other current financial liabilities

    257,785,614        251,988,261        25,873,566        30,883,517        188,729,214        136,422,798        263,176,964        170,601,821        83,855,148        97,977,111        —          —          819,420,506        687,873,508   

Trade and other current payables

    7,846,918        30,630,264        551,797,170        524,765,510        417,659,269        438,614,827        273,023,379        258,880,100        145,943,233        149,516,849        585,286        50,416,657        1,396,855,255        1,452,824,207   

Current accounts payable to related parties

    7,026,121        37,738,690        22,737,206        23,671,742        87,093,901        50,826,174        87,851,964        30,878,126        9,402,119        8,587,452        (173,980,115     -41,804,676        40,131,196        109,897,508   

Other current provisions

    701,408        3,595        46,360,529        30,169,043        1,241,285        2,144,014        37,908,157        77,759,932        16,856,981        17,222,592        —          —          103,068,360        127,299,176   

Current tax liabilities

    —          27,324,425        41,010,117        41,441,159        17,823,240        19,959,622        2,489,062        49,992,270        7,545,565        3,890,484        —          —          68,867,984        142,607,960   

Provisiones por beneficios a los empleados corrientes

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Other current non-financial liabilities

    —          —          —          —          4,098,065        1,308,554        1,227,590        1,288,348        30,094,598        36,629,437        —          —          35,420,253        39,226,339   

Liabilities associated with disposal groups held for sale or for distribution to owners

    —          1,867,022,821        —          —          —          —          —          —          —                  —          78,629,281        —          1,945,652,102   

NON-CURRENT LIABILITIES

    40,710,689        25,261,654        331,988,488        393,937,987        901,464,912        725,609,705        1,190,551,193        1,113,128,603        539,771,878        555,256,672        (56,789,866     -59,229,410        2,947,697,294        2,753,965,211   

Other non-current financial liabilities

    20,792,837        22,163,958        31,434,503        38,637,260        501,472,539        424,551,031        1,065,991,193        1,012,352,174        344,697,177        349,592,169        —          —          1,964,388,249        1,847,296,592   

Trade and other non-current payables

    —          —          200,878,280        249,256,884        84,600,336        25,765,233        —          —          7,991,597        8,522,137        6,222        —          293,476,435        283,544,254   

Non-current account payables to related parties

    —          —          36,493,203        35,630,861        20,302,885        23,598,549        —          —          —          —          (56,796,088     -59,229,410        —          —     

Other long-term provisions

    —          —          10,964,097        10,544,604        162,208,870        132,216,036        60,124,819        36,538,802        4,485,013        4,548,842        —          —          237,782,799        183,848,284   

Deferred tax liabilities

    17,944,251        —          39,951,085        46,358,947        7,950,701        15,701,628        —          —          160,843,703        169,844,040        —          —          226,689,740        231,904,615   

Non-current provisions for employee benefits

    1,973,601        3,097,696        12,267,320        13,509,431        124,929,581        103,777,228        64,435,181        64,237,627        2,668,571        2,648,492        —          —          206,274,254        187,270,474   

Other non-current non-financial liabilities

    —          —          —          —          —          —          —          —          19,085,817        20,100,992        —          —          19,085,817        20,100,992   

EQUITY

    5,236,901,118        9,385,940,651        239,650,614        279,335,990        1,708,347,790        1,442,654,270        1,215,393,227        1,325,518,745        1,045,832,614        1,003,886,507        (4,139,128,610     -5,247,527,783        5,306,996,753        8,189,808,380   

Equity attributable to shareholders of Enersis Américas

    5,236,901,118        9,385,940,651        239,650,614        279,335,990        1,708,347,790        1,442,654,270        1,215,393,227        1,325,518,745        1,045,832,614        1,003,886,507        (4,139,128,610     -5,247,527,783        3,746,641,560        6,026,149,285   

Issued capital

    4,492,066,476        8,275,947,660        127,593,057        157,658,399        286,426,965        216,661,867        151,529,364        149,451,431        467,938,663        484,427,384        (1,950,215,515     -3,479,698,755        3,575,339,010        5,804,447,986   

Retained earnings

    1,780,405,956        3,903,767,587        8,085,659        24,530,244        133,724,157        144,278,288        119,673,076        322,708,452        67,639,924        66,656,282        38,663,956        -1,081,279,330        2,148,192,728        3,380,661,523   

Share premium

    120,709,147        206,574,859        —          —          612,277,063        535,555,881        28,697,033        2,981,182        47,952        49,641        (761,731,195     -745,161,563        —          —     

Acciones propias en cartera

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Otras participaciones en el patrimonio

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Other reserves

    (1,156,280,461     -3,000,349,455        103,971,898        97,147,347        675,919,605        546,158,234        915,493,754        850,377,680        510,206,075        452,753,200        (1,465,845,856     58,611,865        (1,976,890,178     (3,158,960,224

Non-controlling interests

    —                  —                  —          —          —          —          —          —          —          —          1,560,355,193        2,163,659,095   

Total Liabilities and Equity

    5,550,971,868        11,625,910,361        1,259,417,690        1,324,204,948        3,326,457,676        2,817,539,964        3,071,621,536        3,028,047,945        1,879,302,136        1,872,967,104        (4,369,313,305     (5,219,515,931     10,718,457,601        15,449,154,391   

 

     The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-143


Table of Contents
Line of business   Chile (Holdings and
Others)
    Argentina     Brazil     Colombia     Peru     Eliminations     Total  
STATEMENT OF INCOME  

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 

REVENUES AND OTHER OPERATING INCOME

    6,484,181        1,414,718        457,203,226        385,157,746        822,833,965        1,072,364,638        798,583,141        728,312,497        480,217,367        413,978,086        5,339        (1,442,065     2,565,327,219        2,599,785,620   

Revenues

    6,279,244        1,414,718        407,083,395        208,810,620        689,100,517        980,144,082        791,982,393        725,655,415        478,257,846        411,803,905        —          (1,420,178     2,372,703,395        2,326,408,562   

Energy sales

    —          —          345,002,347        182,621,520        624,466,388        900,818,442        724,109,685        656,764,668        423,361,566        372,592,351        —          —          2,116,939,986        2,112,796,981   

Other sales

    6,051,856        —          95,797        178,877        672,377        6,176,035        5,019,434        3,100,235        8,587,113        7,532,201        —          —          20,426,577        16,987,348   

Other services rendered

    227,388        1,414,718        61,985,251        26,010,223        63,961,752        73,149,605        62,853,274        65,790,512        46,309,167        31,679,353        —          (1,420,178     235,336,832        196,624,233   

Other operating income

    204,937        —          50,119,831        176,347,126        133,733,448        92,220,556        6,600,748        2,657,082        1,959,521        2,174,181        5,339        (21,887     192,623,824        273,377,058   

RAW MATERIALS AND CONSUMABLES USED

    (2,833,924     —         (182,412,126     (110,709,446     (479,079,557     (735,028,048     (347,413,697     (301,717,082     (242,058,520     (207,167,257     —         —         (1,253,797,824     (1,354,621,833

Energy purchases

    —          —          (138,787,056     (79,938,838     (290,510,228     (559,400,494     (210,441,054     (185,350,114     (142,233,600     (125,562,157     1,020,498        1,559,187        (780,951,440     (948,692,416

Fuel consumption

    —          —          (38,886,502     (24,068,591     (27,279,974     (26,673,340     (35,320,776     (19,305,972     (53,016,542     (40,602,001     —          —          (154,503,794     (110,649,904

Transportation expense

    —          —          (893,446     (1,232,077     (36,033,126     (42,743,497     (65,735,465     (62,225,011     (24,038,371     (19,889,816     (1,020,498     (1,559,187     (127,720,906     (127,649,588

Other miscellaneous supplies and services

    (2,833,924     —          (3,845,122     (5,469,940     (125,256,229     (106,210,717     (35,916,402     (34,835,985     (22,770,007     (21,113,283     —          —          (190,621,684     (167,629,925

CONTRIBUTION MARGIN

    3,650,257        1,414,718        274,791,100        274,448,300        343,754,408        337,336,590        451,169,444        426,595,415        238,158,847        206,810,829        5,339        (1,442,065     1,311,529,395        1,245,163,787   

Other work performed by the entity and capitalized

    —          —          14,536,775        17,788,412        7,676,270        5,439,738        3,806,646        4,693,295        2,337,020        2,249,673        —          1,199,098        28,356,711        31,370,216   

Employee benefits expense

    (6,955,999     (2,552,781     (108,924,745     (135,372,589     (46,731,181     (51,726,963     (25,145,302     (26,948,051     (23,007,897     (19,348,171     —          —          (210,765,124     (235,948,555

Other expenses

    (15,332,168     (1,734,704     (60,410,153     (88,822,704     (105,337,437     (93,726,141     (48,100,077     (51,106,773     (27,662,539     (24,591,098     (5,339     242,967        (256,847,713     (259,738,453

GROSS OPERATING RESULT

    (18,637,910     (2,872,767     119,992,977        68,041,419        199,362,060        197,323,224        381,730,711        353,233,886        189,825,431        165,121,233        —         —         872,273,269        780,846,995   

Depreciation and amortization expenses

    (144,304     —          (21,148,606     (20,982,807     (47,236,999     (48,514,488     (48,261,717     (49,888,729     (39,627,013     (39,022,420     —          —          (156,418,639     (158,408,444

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          (2,613,582     (1,165,193     (20,086,104     (19,429,951     (1,451,524     422,086        (1,206,595     (882,804     —          —          (25,357,805     (21,055,862

OPERATING INCOME

    (18,782,214     (2,872,767     96,230,789        45,893,419        132,038,957        129,378,785        332,017,470        303,767,243        148,991,823        125,216,009        —         —         690,496,825        601,382,689   

FINANCIAL RESULTS

    (3,929,516     (839,987     (67,041,510     1,572,968        (30,638,388     (6,105,581     (64,757,421     (30,372,279     (12,313,556     (16,849,207     —         (5,730,505     (178,680,391     (58,324,591

Financial income

    16,894,747        11,225,524        19,573,610        60,942,687        48,967,330        57,739,264        7,933,457        4,398,642        1,939,209        2,424,004        (1,039,295     (1,331,192     94,269,058        135,398,929   

Cash and cash equivalents

    16,156,947        11,210,371        15,021,657        9,804,585        8,921,262        10,823,924        6,357,236        3,111,120        733,232        1,220,455                        47,190,334        36,170,455   

Other financial income

    737,800        15,153        4,551,953        51,138,102        40,046,068        46,915,340        1,576,221        1,287,522        1,205,977        1,203,549        (1,039,295     (1,331,192     47,078,724        99,228,474   

Financial costs

    (9,323,539     (11,126,527     (103,745,062     (53,758,503     (75,215,918     (72,347,768     (73,197,312     (34,942,682     (13,280,345     (14,190,430     1,039,295        1,331,165        (273,722,881     (185,034,745

Bank borrowings

    (97     —          (1,299,348     (3,671,432     (13,554,167     (8,093,437     (7,474,580     (3,282,656     (2,833,689     (3,402,972                     (25,161,881     (18,450,497

Secured and unsecured obligations

    (7,017,175     (6,525,836     —          —          (22,982,416     (27,844,783     (60,551,847     (47,795,064     (8,704,341     (8,672,843                     (99,255,779     (90,838,526

Other

    (2,306,267     (4,600,691     (102,445,714     (50,087,071     (38,679,335     (36,409,548     (5,170,885     16,135,038        (1,742,315     (2,114,615     1,039,295        1,331,165        (149,305,221     (75,745,722

Profit (loss) from indexed assets and liabilities

    (419,802     (3,105,519     —          —          —          —          —          —          —          —          —          —          (419,802     (3,105,519

Foreign currency exchange differences

    (11,080,922     2,166,535        17,129,942        (5,611,216     (4,389,800     8,502,923        506,434        171,761        (972,420     (5,082,781     —          (5,730,478     1,193,234        (5,583,256

Positives

    27,484,563        24,624,473        41,640,257        3,412,498        36,998,213        21,591,692        2,950,144        1,179,312        16,886,198        2,103,631        (4,791,139     (17,445,794     121,168,236        35,465,812   

Negatives

    (38,565,485     (22,457,938     (24,510,315     (9,023,714     (41,388,013     (13,088,769     (2,443,710     (1,007,551     (17,858,618     (7,186,412     4,791,139        11,715,316        (119,975,002     (41,049,068

Share of profit of associates and joint venturesaccounted for using the equity method

    (220,237     (68,844     699,319        1,987,351        —          —          1,108,676        853,818        —          —          —          —          1,587,758        2,772,325   

Other gains (losses)

    6,265        —          71,308        —          —          —          12,195        3,607        155,138        631,270        —          —          244,906        634,877   

Gain (loss) from other investments

    265        —          54,011        —          —          —          —          —          —          —          —          —          54,276        —     

Gain (loss) from the sale of property, plant and equipment

    6,000        —          17,297        —          —          —          12,195        3,607        155,138        631,270        —          —          190,630        634,877   

Income before tax

    (22,925,702     (3,781,598     29,959,906        49,453,738        101,400,569        123,273,204        268,380,920        274,252,389        136,833,405        108,998,072        —         (5,730,505     513,649,098        546,465,300   

Income tax

    19,030,143        (7,106,230     (14,372,146     2,491,083        (14,481,933     (38,578,944     (111,088,021     (106,465,264     (40,338,689     (33,023,752     —          —          (161,250,646     (182,683,107

Net income from continuing operations

    (3,895,559     (10,887,828     15,587,760        51,944,821        86,918,636        84,694,260        157,292,899        167,787,125        96,494,716        75,974,320        —         (5,730,505     352,398,452        363,782,193   

Income from discontinued operations

    115,130,387        97,358,857        —          —          —                  —                  —                  —                  115,130,387        97,358,857   

Net income from continuing operations

    111,234,828        86,471,029        15,587,760        51,944,821        86,918,636        84,694,260        157,292,899        167,787,125        96,494,716        75,974,320        —         (5,730,505     467,528,839        461,141,050   

Net income attributable to:

    111,234,828        86,471,029        15,587,760        51,944,821        86,918,636        84,694,260        157,292,899        167,787,125        96,494,716        75,974,320        —          (5,730,505     467,528,839        461,141,050   

Shareholders of Enersis Américas

                                                                                                    268,568,018        288,007,544   

Non-controlling interests

                                                                                                    198,960,821        173,133,506   

 

Line of business   Chile (Holdings and
Others)
    Argentina     Brazil     Colombia     Peru     Eliminations     Total  
STATEMENT OF CASH FLOWS  

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 

Cash flow from (used in) operating activities

    96,282,891        177,840,529        98,876,497        173,197,278        220,706,240        79,969,126        200,257,652        146,115,574        106,375,536        122,296,149        2,223,607        (8,510,093     724,722,423        690,908,563   

Cash flow from (used in) investing activities

    15,150,898        (18,983,538     (45,422,233     (163,528,305     (83,229,777     (102,896,947     (114,360,189     (130,490,569     (51,516,374     (93,756,806     (98,478,150     (177,647,166     (377,855,825     (687,303,331

Cash flow from (used in) financing activities

    (454,590,314     (420,320,786     (6,734,448     (9,161,566     (32,898,909     (37,898,833     (114,826,456     (315,990,546     (52,655,633     (134,892,381     96,204,983        186,081,028        (565,500,777     (732,183,084

 

     The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-144


Table of Contents

31.4 Generation and Transmission, and Distribution by Country

 

  a) Generation and transmission

 

Line of Business   Generation and transmission  
Country   Chile (Holdings and Others)     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
    

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

 
ASSETS                                                                                                                

CURRENT ASSETS

    —          5,216,028,617        156,470,151        143,791,564        148,290,549        109,584,185        181,057,102        172,957,080        204,987,705        172,786,358        (37,676,928     -1,840,838,256        653,128,579        3,974,309,548   

Cash and cash equivalents

    —          13,726,062        26,277,020        21,513,878        47,996,092        22,236,032        81,964,786        66,939,946        23,631,735        33,818,918        —          —          179,869,633        158,234,836   

Other current financial assets

    —          2,649,187        —          —          6,320,450        5,824,350        2,850,842        2,992,716        7        —          —          —          9,171,299        11,466,253   

Other current non-financial assets

    —          47        803,160        1,458,900        7,990,220        11,386,388        3,954,834        7,812,064        4,444,612        6,237,667        —          —          17,192,826        26,895,066   

Trade and other current receivables

    —          15,361        103,768,076        91,879,708        39,135,264        27,816,899        68,689,990        80,179,914        106,046,268        81,432,845        299,914        209,266        317,939,512        281,533,993   

Current accounts receivable from related parties

    —          28,482,912        20,871,985        24,188,529        41,085,827        40,682,826        13,279,704        7,299,356        49,935,842        28,001,327        (37,976,842     (58,956,778     87,196,516        69,698,172   

Inventories

    —          —          2,260,514        2,707,246        21,957        19,388        10,313,346        7,727,748        20,908,437        23,211,279        —          —          33,504,254        33,665,661   

Current tax assets

    —          —          2,489,396        2,043,303        5,740,739        1,618,302        3,600        5,336        20,804        84,322        —          —          8,254,539        3,751,263   
                             

Non-current assets or disposal groups held for sale or for distribution to owners

    —          5,171,155,048        —          —          —          —          —          —          —          —          —          (1,782,090,744     —          3,389,064,304   
                             

NON-CURRENT ASSETS

    —          34,135        460,494,359        514,526,563        421,318,080        377,376,503        1,832,067,668        1,807,828,818        882,256,825        903,328,613        (22,951,720     467,827,511        3,573,185,212        4,070,922,143   

Other non-current financial assets

    —          —          —          —          1        1        1,489,313        612,676        1,699        13,305        —          —          1,491,013        625,982   

Other non-current non-financial assets

    —          —          1,173,860        3,600,646        5,265,765        5,159,456        1,130,895        1,087,677        —          —          (216,768     —          7,353,752        9,847,779   

Trade and other non-current receivables

    —          —          279,442,218        301,118,584        8,818,852        7,390,854        9,999,557        1,942,063        —          —          —          —          298,260,627        310,451,501   

Non-current accounts receivable from related parties

    —          —          147,779        —          22,951,719        24,422,654        —          —          —          —          (22,734,952     (24,422,654     364,546        —     

Investment accounted for using the equity method

    —          —          1,385,299        2,083,893        37,190,238        32,530,127        —          —          48,573,339        40,166,814        —          403,581,048        87,148,876        478,361,882   

Intangible assets other than goodwill

    —          —          32,834        44,948        2,829,119        2,367,312        20,986,265        20,180,823        10,703,705        11,072,435        —          —          34,551,923        33,665,518   

Goodwill

    —          —          866,444        1,070,608        —          —          4,345,042        4,285,458        —          6,675,472        —          88,669,117        5,211,486        100,700,655   

Property, plant and equipment

    —          —          176,973,922        205,987,826        320,080,187        284,339,062        1,778,406,052        1,761,539,131        822,978,082        845,400,587        —          —          3,098,438,243        3,097,266,606   

Deferred tax assets

    —          34,135        472,003        620,058        24,182,199        21,167,037        15,710,544        18,180,990        —          —          —          —          40,364,746        40,002,220   
                             

TOTAL ASSETS

    —          5,216,062,752        616,964,510        658,318,127        569,608,629        486,960,688        2,013,124,770        1,980,785,898        1,087,244,530        1,076,114,971        (60,628,648     (1,373,010,745     4,226,313,791        8,045,231,691   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-145


Table of Contents
     Generation and Transmission  
Line of business   Chile (Holdings and Others)     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
    

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

 

ThCh$

 
LIABILITIES AND EQUITY                                                                                                                

CURRENT LIABILITIES

    —          1,828,533,074        233,104,587        219,381,678        167,512,965        126,744,267        373,840,305        349,716,663        146,040,061        149,548,832        (17,041,289     61,192,354        903,456,629        2,735,116,868   

Other current financial liabilities

    —          417,400        25,873,566        30,356,957        4,445,819        1,718,719        170,793,676        135,606,953        59,725,302        62,170,269        —          —          260,838,363        230,270,298   

Trade and other current payables

    —          158,892        138,260,477        121,997,587        56,413,969        47,259,646        110,587,257        89,385,378        61,398,943        67,063,567        —          16,847,277        366,660,646        342,712,347   

Current accounts payable to related parties

    —          2,336        22,669,782        22,841,700        85,961,531        57,806,281        56,384,027        22,926,498        11,215,479        11,770,115        (17,041,289     (10,778,741     159,189,530        104,568,189   

Other current provisions

    —          —          5,290,645        2,744,275        —          —          32,729,329        72,379,364        6,258,775        6,295,715        —          —          44,278,749        81,419,354   

Current tax liabilities

    —          —          41,010,117        41,441,159        17,823,239        19,959,621        2,489,062        28,563,318        6,491,590        1,153,023        —          —          67,814,008        91,117,121   

Other current non-financial liabilities

    —          —          —          —          2,868,407        —          856,954        855,152        949,972        1,096,143        —          —          4,675,333        1,951,295   
                             

Liabilities associated with disposal groups held for sale or for distribution to owners

    —          1,827,954,446        —          —          —          —          —          —          —          —          —          55,123,818        —          1,883,078,264   
                             

NON-CURRENT LIABILITIES

    —          199,807        186,766,118        218,971,414        28,516,323        34,180,263        912,347,449        831,187,905        255,483,310        277,281,858        (43,587,359     -48,543,708        1,339,525,841        1,313,277,539   

Other non-current financial liabilities

    —          —          31,434,503        38,637,260        3,248,651        3,012,998        838,685,379        781,500,274        104,688,319        118,684,335        —          —          978,056,852        941,834,867   

Trade and other non-current payables

    —          —          75,406,390        94,453,409        446,247        2,911,464        —          —          —          —          —          —          75,852,637        97,364,873   

Non-current account payables to related parties

    —          —          36,493,204        35,630,861        20,302,884        23,598,549        —          —          —          —          (43,587,359     (48,543,708     13,208,729        10,685,702   

Other long-term provisions

    —          —          —          —          4,518,541        4,657,252        55,438,367        32,991,300        4,177,819        4,234,681        —          —          64,134,727        41,883,233   

Deferred tax liabilities

    —          —          39,951,084        46,358,947        —          —          —          —          128,099,407        134,903,163        —          —          168,050,491        181,262,110   

Non-current provisions for employee benefits

    —          199,807        3,480,937        3,890,937        —          —          18,223,703        16,696,331        786,788        761,267        —          —          22,491,428        21,548,342   

Other non-current non-financial liabilities

    —          —          —          —          —          —          —          —          17,730,977        18,698,412        —          —          17,730,977        18,698,412   
                             

EQUITY

    —          3,387,329,871        197,093,805        219,965,035        373,579,341        326,036,158        726,937,016        799,881,330        685,721,159        649,284,281        —          -1,385,659,391        1,983,331,321        3,996,837,284   

Equity attributable to shareholders of Enersis Américas

    —          3,387,329,871        197,093,805        219,965,035        373,579,341        326,036,158        726,937,016        799,881,330        685,721,159        649,284,281        —          -1,385,659,391        1,983,331,321        3,996,837,284   

Issued capital

    —          2,041,622,319        67,082,192        82,865,510        103,090,397        90,172,688        148,534,890        146,498,021        312,225,332        323,227,193        —          (1,207,662,870     630,932,811        1,476,722,861   

Retained earnings

    —          1,726,639,410        33,049,779        49,183,508        143,020,272        134,179,155        76,749,303        217,958,120        54,443,895        48,944,655        —          181,696,622        307,263,249        2,358,601,470   

Share premium

    —          206,008,557        —          —          —          —          25,674,400        —          47,952        49,641        —          —          25,722,352        206,058,198   

Other reserves

    —          (586,940,415     96,961,834        87,916,017        127,468,672        101,684,315        475,978,423        435,425,189        319,003,980        277,062,792        —          (359,693,143     1,019,412,909        (44,545,245

Non-controlling interests

    —          —          —          —          —                  —                  —          —          —          —          —          —     

Total Liabilities and Equity

    —         5,216,062,752        616,964,510        658,318,127        569,608,629        486,960,688        2,013,124,770        1,980,785,898        1,087,244,530        1,076,114,971        (60,628,648     (1,373,010,745     4,226,313,791        8,045,231,691   

 

     The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-146


Table of Contents
     Generation and Transmission  
Country       Chile (Holdings and Others)         Argentina     Brazil     Colombia     Peru     Eliminations     Total  
STATEMENT OF INCOME  

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 

REVENUES AND OTHER OPERATING INCOME

    —          —         117,549,330        93,444,204        177,299,015        163,853,582        432,998,341        328,993,555        241,413,506        196,365,023        —         (425,028     969,260,192        782,231,336   

Revenues

    —          —          88,789,854        68,268,368        168,368,888        163,853,582        428,323,854        328,191,223        240,649,578        195,838,844        —          (425,028     926,132,174        755,726,989   

Energy sales

    —          —          49,855,944        51,358,203        144,775,040        131,564,601        423,303,411        325,126,446        190,002,911        163,136,876        —          —          807,937,306        671,186,126   

Other sales

    —          —          —          —          —          —          4,975,879        3,016,446        8,318,041        5,637,223        —          —          13,293,920        8,653,669   

Other services rendered

    —          —          38,933,910        16,910,165        23,593,848        32,288,981        44,564        48,331        42,328,626        27,064,745        —          (425,028     104,900,948        75,887,194   

Other operating income

    —          —          28,759,476        25,175,836        8,930,127        —          4,674,487        802,332        763,928        526,179        —          —          43,128,018        26,504,347   

RAW MATERIALS AND CONSUMABLES USED

    —          —         (43,706,122     (31,242,943     (76,521,503     (68,282,802     (171,489,068     (99,193,682     (104,450,864     (75,157,206     —         —         (396,167,557     (273,876,633

Energy purchases

    —          —          (479,515     (900,735     (38,587,753     (35,496,575     (83,797,942     (33,644,561     (15,201,928     (6,761,868     1,020,498        1,559,187        (137,046,640     (75,244,552

Fuel consumption

    —          —          (38,886,502     (24,068,591     (27,279,974     (26,673,340     (35,320,776     (19,305,971     (53,016,542     (40,602,002     —          —          (154,503,794     (110,649,904

Transportation expense

    —          —          (719,358     (809,330     (6,266,686     (6,089,159     (35,410,326     (32,255,912     (24,047,473     (19,965,580     (1,020,498     (1,559,187     (67,464,341     (60,679,168

Other miscellaneous supplies and services

    —          —          (3,620,747     (5,464,287     (4,387,090     (23,728     (16,960,024     (13,987,238     (12,184,921     (7,827,756     —          —          (37,152,782     (27,303,009

CONTRIBUTION MARGIN

    —          —         73,843,208        62,201,261        100,777,512        95,570,780        261,509,273        229,799,873        136,962,642        121,207,817        —         (425,028     573,092,635        508,354,703   

Other work performed by the entity and capitalized

    —          —          1,902,230        1,388,983        336,780        —          248,660        2,800,867        —          230,719        —          425,028        2,487,670        4,845,597   

Employee benefits expense

    —          —          (23,086,185     (24,906,612     (4,858,820     (6,368,968     (8,344,413     (9,805,025     (10,718,043     (8,518,945     —          —          (47,007,461     (49,599,550

Other expenses

    —          —          (11,079,687     (10,367,877     (5,719,355     (4,892,882     (19,950,553     (18,394,175     (13,500,633     (12,119,950     —          —          (50,250,228     (45,774,884

GROSS OPERATING RESULT

    —          —          41,579,566        28,315,755        90,536,117        84,308,930        233,462,967        204,401,540        112,743,966        100,799,641        —          —          478,322,616        417,825,866   

Depreciation and amortization expenses

    —          —          (15,896,903     (15,046,955     (9,796,107     (11,715,247     (20,757,174     (18,628,500     (24,536,808     (25,530,528     —          —          (70,986,992     (70,921,230

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          (21,875     —          (193,041     38,168        (792,065     205,000        —          (31,243     —          —          (1,006,981     211,925   

OPERATING INCOME

    —          —         25,660,788        13,268,800        80,546,969        72,631,851        211,913,728        185,978,040        88,207,158        75,237,870        —         —         406,328,643        347,116,561   

FINANCIAL RESULTS

    —          —         8,044,737        (15,352,903     (2,197,658     6,608,518        (48,805,952     (15,965,423     (4,985,878     (8,668,626     —         (4,807,911     (47,944,751     (38,186,345

Financial income

    —          —         11,222,021        9,543,326        4,590,501        5,299,431        5,108,337        1,604,343        686,425        583,118        (667,211     (1,049,906     20,940,073        15,980,312   

Cash and cash equivalents

                    10,919,980        9,424,118        2,334,692        3,902,666        4,653,203        1,392,852        360,528        527,608                        18,268,403        15,247,244   

Other financial income

                    302,041        119,208        2,255,809        1,396,765        455,134        211,491        325,897        55,510        (667,211     (1,049,906     2,671,670        733,068   

Financial costs

    —          —         (20,379,140     (18,880,996     (6,057,468     (5,788,916     (54,478,081     (17,638,828     (4,390,851     (5,073,555     667,211        1,049,908        (84,638,329     (46,332,387

Bank borrowings

                    (1,259,233     (2,969,205     (199,646     (112,506     (6,212,563     (3,282,583     (1,594,473     (2,574,550                     (9,265,915     (8,938,844

Secured and unsecured obligations

                    —          —          —          —          (45,903,062     (34,800,852     (1,618,402     (1,500,347                     (47,521,464     (36,301,199

Other

                    (19,119,907     (15,911,791     (5,857,822     (5,676,410     (2,362,456     20,444,607        (1,177,976     (998,658     667,211        1,049,908        (27,850,950     (1,092,344

Profit (loss) from indexed assets and liabilities

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Foreign currency exchange differences

    —          —          17,201,856        (6,015,233     (730,691     7,098,003        563,792        69,062        (1,281,452     (4,178,189     —          (4,807,913     15,753,505        (7,834,270

Positives

    —          —          39,946,494        2,811,604        11,863,599        18,719,640        1,968,861        667,587        14,739,848        1,368,451        (3,470,814     (14,575,797     65,047,988        8,991,485   

Negatives

    —          —          (22,744,638     (8,826,837     (12,594,290     (11,621,637     (1,405,069     (598,525     (16,021,300     (5,546,640     3,470,814        9,767,884        (49,294,483     (16,825,755

Share of profit of associates and joint venturesaccounted for using the equity method

    —          —          683,229        1,971,204        —          —          —          —          —          —          —          —          683,229        1,971,204   

Other gains (losses)

    —          —         71,309        —         —         —         41,790        —         150,301        63,206        —         —         263,400        63,206   

Gain (loss) from other investments

            —          54,011        —          —          —          —          —          —          —          —          —          54,011        —     

Gain (loss) from the sale of property, plant and equipment

    —          —          17,298        —          —          —          41,790        —          150,301        63,206        —          —          209,389        63,206   

Income before tax

    —          —         34,460,063        (112,899     78,349,311        79,240,369        163,149,566        170,012,617        83,371,581        66,632,450        —         (4,807,911     359,330,521        310,964,626   

Income tax

    —          —          (13,690,156     2,599,218        (27,027,761     (27,371,559     (67,046,529     (61,797,961     (24,404,709     (19,597,679     —          —          (132,169,155     (106,167,981

Net income from continuing operations

    —          —         20,769,907        2,486,319        51,321,550        51,868,810        96,103,037        108,214,656        58,966,872        47,034,771        —         (4,807,911     227,161,366        204,796,645   

Income from discontinued operations

    —                  —          —          —          —          —          —          —          —          —          —          —          —     

Net income from continuing operations

    —          —         20,769,907        2,486,319        51,321,550        51,868,810        96,103,037        108,214,656        58,966,872        47,034,771        —         (4,807,911     227,161,366        204,796,645   

Net income attributable to:

    —          —          20,769,907        2,486,319        51,321,550        51,868,810        96,103,037        108,214,656        58,966,872        47,034,771        —          (4,807,911     227,161,366        204,796,645   

Shareholders of Enersis Américas

                                                                                                               

Non-controlling interests

                                                                                                               

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-147


Table of Contents
     Generation and Transmission  
Country   Chile (Holdings and Others)     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
STATEMENT OF CASH FLOWS  

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 
Cash flow from (used in) operating activities     147,723,266        152,103,217        28,371,147        63,063,601        66,063,536        82,335,817        144,970,559        78,566,788        35,708,743        72,585,150        (49,559     (2,038,979     422,787,692        446,615,594   
Cash flow from (used in) investing activities     (45,466,005     (87,806,941     (12,217,119     (58,194,915     (2,657,827     (8,108,202     (41,502,638     (82,370,118     (14,267,173     (38,328,066     —          (70,702,047     (116,110,762     (345,510,289
Cash flow from (used in) financing activities     (152,507,855     (86,558,999     (6,205,696     (4,234,680     (42,459,654     (97,501,908     (88,327,813     (206,667,467     (30,640,760     (90,517,743     —          72,664,795        (320,141,778     (412,816,002

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-148


Table of Contents
  b) Distribution

 

Line of business   Distribution  
Country   Chile (Holdings and Others)     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
ASSETS  

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

ThCh$

   

06-30-2016

(Unaudited)

ThCh$

   

12-31-2015

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

ThCh$

   

06-30-2016

(Unaudited)

ThCh$

   

12-31-2015

ThCh$

 

CURRENT ASSETS

    —          1,068,956,933        208,502,387        191,441,460        776,571,249        653,342,371        176,718,210        207,553,675        118,604,817        116,371,663        (1,998,784     (4,417,595     1,278,397,879        2,233,248,507   

Cash and cash equivalents

    —          10,694,452        53,637,104        24,665,201        137,401,826        34,293,476        43,589,610        89,987,572        25,852,704        14,818,083        —          —          260,481,244        174,458,784   

Other current financial assets

    —          188,143        293,728        694,177        19,882,284        33,244,064        25,132        44,985        —          —          —          —          20,201,144        34,171,369   

Other current non-financial assets

    —          —          1,128,176        1,261,261        62,105,826        65,958,327        1,612,359        1,912,501        6,449,220        2,944,189        —          —          71,295,581        72,076,278   

Trade and other current receivables

    —          105        142,267,380        124,663,167        543,510,546        508,562,286        105,946,068        99,124,879        72,549,351        69,883,209        18,165        52,925        864,291,510        802,286,571   

Current accounts receivable from related parties

    —          8,208,642        802,564        239,991        553,519        1,564,236        3,788,563        2,829,584        4,726,941        19,302,467        (2,016,949     (4,468,556     7,854,638        27,676,364   

Inventories

    —          —          10,029,076        37,440,101        847,653        673,996        21,485,397        13,654,154        9,014,447        9,416,923        —          —          41,376,573        61,185,174   

Current tax assets

    —          431,522        344,359        2,477,562        12,269,595        9,045,986        271,081        —          12,154        6,792        —          —          12,897,189        11,961,862   

Non-current assets or disposal groups held for sale or for distribution to owners

    —          1,049,434,069        —          —          —          —          —                  —          —          —          (1,964     —          1,049,432,105   

NON-CURRENT ASSETS

    —          462,047,875        410,042,904        443,412,233        1,960,561,757        1,662,603,605        897,037,941        847,774,289        676,389,640        675,858,105        —          —          3,944,032,242        4,091,696,107   

Other non-current financial assets

    —          —          758,276        21,751        607,460,391        488,858,930        8,801        3,620        —          —          —          —          608,227,468        488,884,301   

Other non-current non-financial assets

    —          —          264,520        326,850        64,885,100        52,122,099        2,394,963        2,292,399        —          —          —          —          67,544,583        54,741,348   

Trade and other non-current receivables

    —          —          6,830,173        6,208,472        36,984,090        74,095,449        7,992,188        7,875,015        —          —          —          —          51,806,451        88,178,936   

Non-current accounts receivable from related parties

    —          —          270,698        355,485        —          —          —          —          —          —          —          —          270,698        355,485   

Investment accounted for using the equity method

    —          462,006,979        13,109        15,027        —          —          30,520,355        29,497,710        —          —          —          —          30,533,464        491,519,716   

Intangible assets other than goodwill

    —          —          1,402,586        1,856,386        1,074,303,636        905,374,088        19,431,563        16,427,134        9,802,038        9,826,406        —          —          1,104,939,823        933,484,014   

Goodwill

    —          —          —          —          87,691,291        76,703,162        —          —          —          —          —          —          87,691,291        76,703,162   

Property, plant and equipment

    —          —          400,503,542        434,628,262        24,152,229        20,960,307        832,977,312        784,307,032        666,587,602        666,031,699        —          —          1,924,220,685        1,905,927,300   

Deferred tax assets

    —          40,896        —          —          65,085,020        44,489,570        3,712,759        7,371,379        —          —          —          —          68,797,779        51,901,845   

TOTAL ASSETS

    —         1,531,004,808        618,545,291        634,853,693        2,737,133,006        2,315,945,976        1,073,756,151        1,055,327,964        794,994,457        792,229,768        (1,998,784     (4,417,595     5,222,430,121        6,324,944,614   

 

     Distribution  
Line of business   Chile (Holdings and Others)     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
LIABILITIES AND EQUITY  

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
   

06-30-2016

(Unaudited)
ThCh$

   

12-31-2015

ThCh$

   

06-30-2016

(Unaudited)
ThCh$

    12-31-2015
ThCh$
 

CURRENT LIABILITIES

    —          418,047,564        455,478,173        431,630,046        616,488,509        552,804,640        307,096,194        247,749,856        181,906,414        192,540,953        (1,998,784     (4,417,595     1,558,970,506        1,838,355,464   

Other current financial liabilities

    —          92,682        —          526,559        184,283,394        134,704,079        92,383,288        34,994,868        24,129,846        35,806,842        —          —          300,796,528        206,125,030   

Trade and other current payables

    —          293,820        413,277,121        402,486,702        351,626,820        383,345,351        162,436,122        169,494,726        84,114,709        81,443,952        —          —          1,011,454,772        1,037,064,551   

Current accounts payable to related parties

    —          636,116        1,131,168        1,192,017        79,337,009        32,611,195        46,727,320        16,017,544        32,865,053        26,092,527        (1,998,784     (4,417,595     158,061,766        72,131,804   

Other current provisions

    —          3,595        41,069,884        27,424,768        1,241,285        2,144,014        5,178,828        5,380,567        10,598,206        10,926,878        —          —          58,088,203        45,879,822   

Current tax liabilities

    —          —          —          —          1        1        —          21,428,954        1,053,975        2,737,460        —          —          1,053,976        24,166,415   

Other current non-financial liabilities

    —          —          —          —          —          —          370,636        433,197        29,144,625        35,533,294        —          —          29,515,261        35,966,491   

Liabilities associated with disposal groups held for sale or for distribution to owners

    —          417,021,351        —          —          —          —          —          —          —          —          —          —          —          417,021,351   

NON-CURRENT LIABILITIES

    —          299,654        145,222,370        174,966,573        1,059,047,450        832,749,665        278,203,743        281,940,695        276,460,468        269,823,997        —          —          1,758,934,031        1,559,780,584   

Other non-current financial liabilities

    —          —          —          —          498,223,888        421,538,033        227,305,813        230,851,899        240,008,858        230,907,835        —          —          965,538,559        883,297,767   

Trade and other non-current payables

    —          —          125,471,890        154,803,475        84,152,831        22,852,766        —          —          163,497        371,317        —          —          209,788,218        178,027,558   

Non-current account payables to related parties

    —          —          —          —          194,246,707        157,179,286        —          —          —          —          —          —          194,246,707        157,179,286   

Other long-term provisions

    —          —          10,964,097        10,544,604        157,494,443        127,402,352        4,686,453        3,547,501        307,193        314,163        —          —          173,452,186        141,808,620   

Deferred tax liabilities

    —          —          —          —          —          —          —          —          32,744,297        34,940,876        —          —          32,744,297        34,940,876   

Non-current provisions for employee benefits

    —          299,654        8,786,383        9,618,494        124,929,581        103,777,228        46,211,477        47,541,295        1,881,783        1,887,226        —          —          181,809,224        163,123,897   

Other non-current non-financial liabilities

    —          —          —          —          —          —          —          —          1,354,840        1,402,580        —          —          1,354,840        1,402,580   

EQUITY

    —          1,112,657,590        17,844,748        28,257,074        1,061,597,047        930,391,671        488,456,214        525,637,413        336,627,575        329,864,818        —          —          1,904,525,584        2,926,808,566   

Equity attributable to shareholders of Enersis Américas

    —          1,112,657,590        17,844,748        28,257,074        1,061,597,047        930,391,671        488,456,214        525,637,413        336,627,575        329,864,818        —          —          1,904,525,584        2,926,808,566   

Issued capital

    —          367,928,682        38,086,787        47,061,353        379,690,440        312,041,595        2,994,474        2,953,410        126,218,957        130,666,525        —          —          546,990,658        860,651,565   

Retained earnings

    —          1,225,045,537        (21,774,123     (20,697,376     43,493,059        82,104,937        42,923,774        104,750,330        19,206,523        23,507,886        —          —          83,849,233        1,414,711,314   

Share premium

    —          566,302        —          —          —          —          3,022,632        2,981,182        —          —          —          —          3,022,632        3,547,484   

Other reserves

    —          (480,882,931     1,532,084        1,893,097        638,413,548        536,245,139        439,515,334        414,952,491        191,202,095        175,690,407        —          —          1,270,663,061        647,898,203   

Non-controlling interests

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     
                             

Total Liabilities and Equity

    —         1,531,004,808        618,545,291        634,853,693        2,737,133,006        2,315,945,976        1,073,756,151        1,055,327,964        794,994,457        792,229,768        (1,998,784     (4,417,595     5,222,430,121        6,324,944,614   

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-149


Table of Contents
     Distribution  
Country   Chile (Holdings and Others)     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
STATEMENT OF INCOME  

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

   

06-30-2016

(Unaudited)
ThCh$

   

06-30-2015

(Unaudited)
ThCh$

 

REVENUES AND OTHER OPERATING INCOME

    —         —         340,563,296        291,727,978        734,547,665        972,984,977        444,158,444        444,192,989        309,706,463        262,755,431        —         —         1,828,975,868        1,971,661,375   

Revenues

    —          —          318,311,602        140,555,050        609,744,343        880,764,421        442,171,480        442,268,347        308,510,870        261,081,803        —          —          1,678,738,295        1,724,669,621   

Energy sales

    —          —          295,164,463        131,276,115        570,885,193        835,659,053        366,379,757        363,651,743        290,261,841        247,760,372        —          —          1,522,691,254        1,578,347,283   

Other sales

    —          —          95,797        178,877        672,377        6,176,035        43,556        83,789        269,071        1,894,978        —          —          1,080,801        8,333,679   

Other services rendered

    —          —          23,051,342        9,100,058        38,186,773        38,929,333        75,748,167        78,532,815        17,979,958        11,426,453        —          —          154,966,240        137,988,659   

Other operating income

    —          —          22,251,694        151,172,928        124,803,322        92,220,556        1,986,964        1,924,642        1,195,593        1,673,628        —          —          150,237,573        246,991,754   

RAW MATERIALS AND CONSUMABLES USED

    —         —         (138,706,282     (79,471,018     (492,741,084     (732,699,771     (254,460,404     (247,098,475     (208,470,846     (177,083,437     —         —         (1,094,378,616     (1,236,352,701

Energy purchases

    —          —          (138,314,478     (79,048,271     (343,109,025     (590,309,131     (192,589,135     (184,077,622     (197,885,760     (163,797,910     —          —          (871,898,398     (1,017,232,934

Fuel consumption

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Transportation expense

    —          —          (174,088     (422,747     (30,258,576     (37,363,885     (42,809,844     (42,086,123     —          —          —          —          (73,242,508     (79,872,755

Other miscellaneous supplies and services

    —          —          (217,716     —          (119,373,483     (105,026,755     (19,061,425     (20,934,730     (10,585,086     (13,285,527     —          —          (149,237,710     (139,247,012

CONTRIBUTION MARGIN

    —         —         201,857,014        212,256,960        241,806,581        240,285,206        189,698,040        197,094,514        101,235,617        85,671,994        —         —         734,597,252        735,308,674   

Other work performed by the entity and capitalized

    —          —          12,634,545        16,399,430        7,317,184        5,439,738        3,557,986        1,892,428        2,307,735        1,938,861        —          —          25,817,450        25,670,457   

Employee benefits expense

    —          —          (85,838,560     (110,465,977     (36,855,660     (41,187,367     (16,800,888     (17,143,025     (12,202,848     (10,668,089     —          —          (151,697,956     (179,464,458

Other expenses

    —          —          (50,166,695     (78,390,088     (90,339,380     (80,388,161     (28,230,840     (33,034,089     (14,013,429     (12,325,574     —          —          (182,750,344     (204,137,912

GROSS OPERATING RESULT

    —         —         78,486,304        39,800,325        121,928,725        124,149,416        148,224,298        148,809,828        77,327,075        64,617,192        —         —         425,966,402        377,376,761   

Depreciation and amortization expenses

    —          —          (5,251,703     (5,935,852     (37,342,295     (36,724,512     (27,495,354     (31,249,302     (15,395,754     (13,792,539     —          —          (85,485,106     (87,702,205

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          (2,591,707     (1,165,193     (19,847,014     (19,468,119     (659,459     217,135        (1,206,595     (851,561     —          —          (24,304,775     (21,267,738

OPERATING INCOME

    —         —         70,642,894        32,699,280        64,739,416        67,956,785        120,069,485        117,777,661        60,724,726        49,973,092        —         —         316,176,521        268,406,818   

FINANCIAL RESULTS

    —         —         (75,356,798     16,678,604        (49,945,075     (24,710,936     (15,943,785     (14,398,090     (7,547,590     (7,751,392     —         —         (148,793,248     (30,181,814

Financial income

    —         —         8,280,111        51,281,094        42,088,122        47,762,021        2,875,886        2,816,578        1,540,514        1,832,909        —         —         54,784,633        103,692,602   

Cash and cash equivalents

                    3,969,090        277,984        4,670,062        2,602,498        1,703,961        1,718,228        334,537        629,737                        10,677,650        5,228,447   

Other financial income

                    4,311,021        51,003,110        37,418,060        45,159,523        1,171,925        1,098,350        1,205,977        1,203,172                        44,106,983        98,464,155   

Financial costs

    —         —         (83,296,920     (34,872,848     (87,907,489     (72,356,992     (18,762,309     (17,317,367     (9,291,207     (9,174,340     —         —         (199,257,925     (133,721,547

Bank borrowings

                    (40,115     (702,227     (13,354,522     (7,980,931     (1,262,011     —          (1,239,214     (828,422                     (15,895,862     (9,511,580

Secured and unsecured obligations

                    —          —          (22,982,416     (27,844,783     (14,648,784     (12,994,213     (7,085,940     (7,172,496                     (44,717,140     (48,011,492

Other

                    (83,256,805     (34,170,621     (51,570,551     (36,531,278     (2,851,514     (4,323,154     (966,053     (1,173,422                     (138,644,923     (76,198,475

Profit (loss) from indexed assets and liabilities

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Foreign currency exchange differences

    —          —          (339,989     270,358        (4,125,708     (115,965     (57,362     102,699        203,103        (409,961     —          —          (4,319,956     (152,869

Positives

    —          —          1,372,948        446,506        20,401,395        357,969        981,279        511,725        1,520,006        568,897        —          (17,302     24,275,628        1,867,795   

Negatives

    —          —          (1,712,937     (176,148     (24,527,103     (473,934     (1,038,641     (409,026     (1,316,903     (978,858     —          17,302        (28,595,584     (2,020,664

Share of profit of associates and joint ventures accounted for using the equity method

    —          —          16,090        16,147        —          —          1,108,676        853,818        —          —          —          —          1,124,766        869,965   

Other gains (losses)

    —         —         —         —         —         —         (29,595     3,607        4,837        568,064        —         —         (24,758     571,671   

Gain (loss) from other investments

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Gain (loss) from the sale of property, plant and equipment

    —          —          —          —          —          —          (29,595     3,607        4,837        568,064        —          —          (24,758     571,671   

Income before tax

    —         —         (4,697,814     49,394,031        14,794,341        43,245,849        105,204,781        104,236,996        53,181,973        42,789,764        —         —         168,483,281        239,666,640   

Income tax

    —          —          (564,613     —          2,587,816        (7,136,746     (44,031,203     (44,663,024     (15,744,153     (13,291,895     —          —          (57,752,153     (65,091,665

Net income from continuing operations

    —         —         (5,262,427     49,394,031        17,382,157        36,109,103        61,173,578        59,573,972        37,437,820        29,497,869        —         —         110,731,128        174,574,975   

Income from discontinued operations

    —                  —          —          —          —          —          —          —                  —          —          —          —     

Net income from continuing operations

    —         —         (5,262,427     49,394,031        17,382,157        36,109,103        61,173,578        59,573,972        37,437,820        29,497,869        —         —         110,731,128        174,574,975   

Net income attributable to:

    —          —          (5,262,427     49,394,031        17,382,157        36,109,103        61,173,578        59,573,972        37,437,820        29,497,869        —          —          110,731,128        174,574,975   

Shareholders of Enersis Américas

                                                                                                               

Non-controlling interests

                                                                                                               

 

Country   Chile (Holdings and Others)     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
STATEMENT OF CASH FLOWS  

06-30-2016

ThCh$

   

06-30-2015

ThCh$

   

06-30-2016

ThCh$

   

06-30-2015

ThCh$

   

06-30-2016

ThCh$

   

06-30-2015

ThCh$

   

06-30-2016

ThCh$

   

06-30-2015

ThCh$

   

06-30-2016

ThCh$

   

06-30-2015

ThCh$

   

06-30-2016

ThCh$

   

06-30-2015

ThCh$

   

06-30-2016

ThCh$

   

06-30-2015
ThCh$

 

Cash flow from (used in) operating activities

    3,986,376        69,139,936        70,506,674        110,091,891        163,665,936        7,405,785        55,287,093        67,548,785        70,984,495        50,736,799        —          (114,456     364,430,574        304,808,740   

Cash flow from (used in) investing activities

    (2,041,040     (17,277,260     (33,205,114     (105,333,390     (80,311,886     (95,410,198     (72,790,064     (48,106,864     (27,010,782     (66,030,389     —          (13,025,818     (215,358,886     (345,183,919

Cash flow from (used in) financing activities

    (31,067,073     (49,300,916     (528,752     (4,926,887     5,843,927        51,194,836        (26,566,130     (109,336,666     (32,530,343     (35,115,159     —          13,140,274        (84,848,371     (134,344,518

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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32. THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

32.1 Direct guarantees

 

Creditor of Guarantee   Debtor   Type of Guarantee   Assets Committed     Outstanding balance as of     Guarantees released  
  Company   Relationship     Type   Currency   Carrying amount     Currency   06-30-2016
(Unaudited)
    12-31-2015     2015     Assets     2016     Assets     2017     Assets  

Mitsubishi Corporation

  Endesa Costanera   Creditor   Pledge   Combined cycle plant   ThCh$     8,113,033      ThCh$     33,283,687        35,254,202        —          —          —          —          —          —     

Credit Suisse First Boston

  Endesa Costanera   Creditor   Pledge   Combined cycle plant   ThCh$     —        ThCh$     —          1,183,600        —          —          —          —          —          —     

Citibank N.A.

  Endesa Argentina   Creditor   Pledge   Cash deposit   ThCh$     —        ThCh$     —          435,681        —          —          —          —          —          —     

Deutsche Bank / Santander Benelux

  Enersis S.A.   Creditor   Deposit accounts   Cash deposit   ThCh$     21,824,111      ThCh$     49,716,221        40,354,434        —          —          —          —          —          —     

Varios Creditors

  Ampla S.A.   Creditor   Pledge on collection and others   Collection accounts   ThCh$     7,136,838      ThCh$     133,936,065        98,375,210        —          —          —          —          —          —     

Varios Creditors

  Coelce S.A.   Creditor   Pledge on collection and others   Collection accounts   ThCh$     9,716,000      ThCh$     69,797,474        60,265,158        —          —          —          —          —          —     

Banco Nacional de Desarrollo Económico y Social

  Cien   Creditor   Mortgage, pledge and others   Collection accounts   ThCh$     159,306      ThCh$     4,370,310        3,944,953        —          —          —          —          —          —     

As of June 30, 2016 and December 31, 2015, the carrying amount of property, plant and equipment pledged as security for liabilities is ThCh$8,113,033 (Unaudited) and ThCh$13,903,028, respectively (See Note 15.e.ii).

As of June 30, 2016, Enersis Américas S.A. had future energy purchase commitments amounting to ThCh$36,265,938,096 (Unaudited) (ThCh$35,079,484,027 as of December 31, 2015).

32.2 Indirect guarantees

As of June 30, 2016 (Unaudited) and December 31, 2015, there are no indirect guarantees.

32.3 Lawsuits and Arbitrations Proceedings (Unaudited)

As of the date of these interim consolidated financial statements, the most relevant litigation involving Enersis Américas and its subsidiaries are as follows:

Law 25,561 on Public Emergency and Reform to the Currency System, enacted on January 6, 2002 by the Argentine authorities, voided certain provisions of the concession agreement of Enersis Américas’ subsidiary Edesur. Law 25,561 also required that utility concession agreements be renegotiated within a reasonable timeframe to adjust them to the new conditions. However, the failure to renegotiate Edesur’s concession agreement prompted Enersis Américas S.A. (former Enersis S.A.), Chilectra S.A. (now Chilectra Chile S.A.), Endesa Chile and Elesur S.A. (now part of Chilectra S.A.) (collectively, the “Claimants”) to file an arbitration petition in 2003 under the Treaty for the Promotion and Protection of Chilean-Argentine Investments before the International Center for Settlement of Investment Disputes (ICSID). The statement of claim principally requested that the ICSID declare the investment expropriated for an amount of US$1,306,875,960 (approximately ThCh$864,328,554), and sought compensation for the damages caused to the investment due to lack of fair and equitable treatment, in the amount of US$318,780,600 (approximately ThCh$210,831,925). The Claimants also seek, with respect to both claims, compounded annual interest of 6.9% per annum. The Claimants also claimed the sums resulting from the damages caused from July 1, 2004. Finally, the Claimants also demanded US$ 102,164,683 (approximately

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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ThCh$67,568,656) for Elesur S.A. (now part of Chilectra S.A.) due to a lower price received on the sale of its shares. In 2005, the Argentine authorities and Edesur signed a Letter of Understanding, in which the terms and conditions are established for amendments and supplements to the concession agreement, forecasting tariff modifications, first during a transitional period and then under an Integral Tariff Review, in which the conditions for an ordinary tariff period of 5 years will be set. The arbitration has been suspended since March 2006 in accordance with the terms of the Letter of Understanding, and the appointment of one of the arbitrators, to replace an arbitrator who resigned in 2010 has been suspended. As of December 31, 2014, the parties informed ICSID of their agreement to extend the suspension of the arbitration procedure for 12 months starting on the same date, informing also that any of the parties can request the renewal of the arbitration procedure with 30 calendar days prior notice.

 

  a) Subsidiaries

1.–In 2001, a lawsuit was filed against Emgesa, as well as the non-related companies, Empresa de Energía de Bogotá S.A. E.S.P. (EEB) and Corporación Autónoma Regional de Cundinamarca (CAR in its Spanish acronym), by the residents of Sibaté, in the Colombian Department of Cundinamarca. This lawsuit seeks to hold the defendants jointly liable for the damages and prejudices derived from the pollution to the El Muñá dam reservoir, resulting from the pumping of polluted waters from the Bogotá River by Emgesa. Emgesa has denied these allegations arguing, among others, that it does not have any responsibility since it receives the waters already contaminated. The plaintiffs’ initial demand was for approximately CPs 3,000 billion (approximately ThCh$ 680,400,000). Emgesa filed a motion for the joinder of numerous public and private entities that dump into the waters of the Bogotá River or that in any way are responsible for the environmental stewardship of the river basin. The Third Section of the State Council has received the petition and ordered certain companies joined as defendants. In January 2013, several of the defendants filed responses to the complaint. In June 2013, a motion to annul the proceedings was denied. The resolving preliminary objections and the summons to a conciliation hearing are currently pending. In June 2015 a resolution was enacted instructing the dismissal of EEB by reason of a nullity defect, as well as the exclusion of those entities that had been identified by the Cundinamarca Administrative Court as defendants for having polluted the waters of Bogotá River, which had been confirmed by the State Council. A motion for reversal was filed against this decision, or an appeal. The resolution of such actions was unfavorable. The amount involved in this proceeding is estimated to be approximately CPs 112.32 billion (approximately ThCh$25,474,176).

2.–A class action lawsuit has been filed by residents of the Colombian Municipality of Garzón, alleging that the construction of the El Quimbo hydroelectric project has caused the plaintiffs’ income from handicrafts or entrepreneurial activities to decrease by an average of 30%. The lawsuit claims the decrease was not considered when the project’s social-economic impact report was drafted. Emgesa has denied these allegations on the basis that (i) the social-economic impact report complied with all methodological criteria, including giving all interested parties the opportunity to be registered in the report, (ii) the plaintiffs are not residents and therefore, compensation is allowed only for those whose revenues are, in their majority, coming from of their activity in the direct area of influence of the El Quimbo hydroelectric project and (iii) compensation must not go beyond the “first link” of the production chain and must be based on the status of the income indicators of each affected person. A proceeding was filed in parallel by 38 inhabitants of the Municipality of Garzón, who are claiming compensation for being affected by the El Quimbo hydroelectric project since they were not included in the social-economic impact report. A mandatory settlement hearing was unsuccessful. The court ordered a test, which is currently in the preliminary phase. In the parallel proceeding, an exception previous of pending lawsuit was filed, based on the existence of the principal proceeding. The proposed exception is pending ruling. The amount involved in this proceeding is estimated to be approximately CPs 93 billion (approximately ThCh$21,092,400).

3.–Emgesa (former Central Betania) was granted with a tax benefit known as “Ley Páez” applicable to the income tax on corporations. The Law stated that those entities located in a geographical area affected by a

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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natural catastrophe were exempted from taxation. The Colombian tax authority (DIAN) rejected the method used by Emgesa to determine the tax base applicable to the tax benefit. The DIAN believes that certain revenues of Betania, such as inflation adjustments and non-operating income do not qualify for the exemption since they are not related to the electricity generation activity. On the other hand, Emgesa believes that, in accordance with the Law, this special benefit is applicable to it as an entity and not only to certain revenues of the company. It is pending resolution from the first instance Administrative Court. The proceedings have not been active since the final arguments were filed in June 2010 due to the Huila Court did not have a tax expert. In February 2016, the process in motion began in order to activate the proceedings. The amount of this claim is ThCPs 96,393,426 (approximately ThCh$21,862,029).

4.–CAR, through Resolution 506, enacted on March 28, 2005 and Resolution 1189, enacted on July 8, 2005, imposed on Emgesa, EEB and Empresa de Acueducto y Alcantarillado de Bogotá (EAAB) the execution of construction work on the El Muña dam reservoir, whose effectiveness, among others things, depends on maintaining Emgesa’s water concession. Emgesa filed an action for annulment and reestablishment of Law against these resolutions before the Administrative Court of Law of Cundinamarca, Section One. The first instance court denied the nullity of these resolutions. Appeals were filed by Emgesa, EEB and EAAB, which are pending a decision.

Emgesa filed another action for annulment and reestablishment against CAR for annulment of Article 2 of Resolution 1318 of 2007 and Article 2 of Resolution 2000 of 2009, both of which required Emgesa to implement a Contingency Plan and to carry out study on “Air Quality” for the potential suspension of water pumping in the dam reservoir. This action seeks to annul the administrative acts imposed due to impracticability of anticipating the “Air Quality” and implementing the Contingency Plan. In this action a favorable accountant expert report was presented, for which it was requested clarification to Emgesa. Clarification of previous expert report and a second expert report to value the works anticipated by the company is still pending. The amount at issue is undetermined.

5.–In February 2015, Emgesa was notified of a Popular Action filed by Comepez S.A. and other fish farming companies located near the Betania dam, on the grounds of protection of the right to a healthy environment, public health and food safety in order to prevent, in the opinion of the plaintiffs, the danger of a massive fish mortality among other damages from the filling of the reservoir for the El Quimbo hydroelectric project dam, also located at the basin of the Magdalena River. Regarding the status of the proceeding, the Huila administrative court issued in February 2015 a preliminary injunction that prevents the filling of the El Quimbo dam reservoir until the river has reached the optimal flow, among other requirements. Emgesa filed a motion for reversal against this decision requesting a probation order and the release of such measure, which motion was denied by the court. The appeal filed by Emgesa was granted only in the remand effect. The preliminary injunction was amended, allowing Emgesa to start filling the dam reservoir. Nevertheless, the Regional Environmental Authority (CAM) in Resolution No. 1503 issued on July 3, 2015 directed Emgesa to temporarily stop filling the El Quimbo dam reservoir. The legal actions to be adopted are under analysis by Emgesa, notwithstanding the filling procedure continues normally. The appeal is pending. The Colombian government, through Decree 1979 has requested the lifting of the generation suspension and reported that Emgesa must abide by such Decree. On December 15, 2015, the Constitutional Court decided that Decree 1979 was unenforceable, and as a result, Emgesa suspended at midnight of that date the generation of energy at El Quimbo. Emgesa presented the corresponding arguments.

On December 24, 2015, the Colombian Ministry of Energy and Mining and the National Authority of Aquaculture and Fishing (“AUNAP”) filed a writ of protection of constitutional rights to the Civil Courts of Circuito de Neiva as a transitional mechanism to avoid irreparable damage, while the Huila administrative court decides on releasing the precautionary measure, and requested that the generation of energy at El Quimbo be permitted. They have requested such generation to be authorized as an interim measure until a ruling on the writ of protection is made. On January 8, 2016, Emgesa was notified of the decision of the

 

 

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Civil Court of Circuito de Neiva which authorized Emgesa to immediately restore the generation of energy as a transitional measure until the Huila administrative court decides on releasing the precautionary measure. The amount involved on this proceeding is undetermined.

6.–A class action was filed in Colombia against Codensa in which plaintiffs seek reimbursement for excess charges for not applying the tariff benefit that according to them would have applied to them as users of the Voltage One Level and owners of the infrastructure, as established by Resolution No. 082 of 2002, amended by Resolution No. 097 of 2008. Regarding the proceeding status, Codensa filed a plea against the lawsuit rejecting it entirely. A conciliation hearing was held between the parties, without success. The writ of proof is pending. The estimated amount is approximately CPs 337 billion (approximately ThCh$76,431,600).

7.–In Colombia, upon creating an electrical distribution subsidiary, Codensa, in 1997, EEB contributed all public lighting infrastructures and other sale and distribution assets to Codensa in exchange for 51.5% of Codensa’s shares. However, there was no certainty regarding the inventory of lights in Bogotá and this generated subsequently differences regarding invoicing and settlement of the energy value that Codensa supplied to the municipality. In 2005, a geo-reference inventory of the lights was performed, which resulted in 8,661 fewer lights than those that Codensa considered in its billing and settlement to the Federal District of Bogotá (the District). In order to solve the conflict, the parties carried out round-table discussion to come to an agreement. However, in 2009 a private citizen filed a derivative action in which he requests that the court of law: (i) declare the rights of the administrative morality and public property violated; (ii) order Codensa to carry out the settlement that includes delinquent interest due to the higher values paid between 1998 and 2004; and (iii) recognize the incentive due to administrative morality for the claimant (15% of the amount the District recovered). The first instance judgment, confirmed by the second instance judgment, ordered the Administrative Special Public Utilities Unit (the UAESP) and Codensa to, within a time period of two months starting from the date of issuance of the judgment, carry out all necessary negotiations to establish in a definitive manner the balances either in favor or against Codensa, duly adjusted, plus additional interest. If no agreement is reached, the UAESP itself may make a unilateral judgment within two months and deliver it to Codensa for its consideration. Codensa may also exercise remedies through the relevant government channels and, in the event of non-payment, must proceed to execute the judgment. On September 6, 2013, the Comptroller sent a communication to Codensa announcing future control actions against the company and the UAESP for an alleged detriment to the District of CPs 95,142,786,544 (approximately ThCh$ 21,578,384), due to payments owed to the District for public lighting between 1998 and 2004. On September 20, 2013, Codensa responded, disagreeing with the amount and proposing a technical group to resolve the issue. This resulted in several meetings being held. Based on Codensa’s documents and the declarations presented, the Comptroller issued a new report that supports the figure obtained by common accord by UAESP and Codensa of CPs 14,432,754,679 (approximately ThCh$ 3,273,349). The Comptroller recommended in its report that UAESP send the agreement for judicial review in order to resolve the lawsuit with Codensa, which occurred on December 13, 2013. Subsequently, the Comptroller, in Bogotá, issued a report questioning the agreement with the UAESP; such report was presented at Court. It is pending resolution from the Tenth Administrative Court of Bogotá, either for notifying the report or issuing final decision on the agreement subscribed between Codensa and the UAESP.

8.–To counter the impact in prices as a result of the climate phenomena “El Niño”, the Colombian Energy and Gas Regulatory Commission (CREG), through Resolution CREG No. 168 of 2008 establishes the Optional Tariff, which allows deferral of the increase in the electrical energy tariff for up to two years, mitigating the impact of the increase to end users. Codensa voluntarily ended the Optional Tariff it was applying and must determine the difference between the actual values of the tariff and the invoiced value from the Optional Tariff, based on the balances and the historical values transferred to the tariff for end users, in compliance with Resolution CREG No. 168 of 2008. The resulting difference of comparing tariffs must be returned to the end users since the Optional Tariff values, as accumulated balances, are always higher than the values that would have been invoiced had Codensa not opted for that alternative. In terms of

 

 

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process status, it was notified the demand on October 1, 2015 which was answered on November 23, 2015. The conciliation hearing date has not yet been fixed. National regulations do not establish the mechanism to return the money from the Optional Tariff to end users; however, Codensa has previously decided to return it. There is a difference between the amounts that Codensa expects to return and the amount that the CREG expects. The estimated amount is approximately CPs 163 billion (ThCh$36,968,400).

9.–The fiscal authority in Peru, the Superintendencia Nacional de Administración Tributaria (SUNAT), questioned Edegel in 2001 regarding the manner in which it was accounting for the valuation of its depreciating assets. Edegel had conducted a voluntary reevaluation for the 1996 fiscal year, and as a result of such reevaluation it recorded a reduction of goodwill with respect to assets. This depreciation was recorded as an expense. The amount rejected by SUNAT is related to financial interest paid during the construction phase of the power plants. SUNAT claims (i) that Edegel has not demonstrated that it was necessary to obtain financing to build the power plants and (ii) that such financing was actually incurred. Edegel has responded that SUNAT cannot request such evidence because the reevaluation assigns the assets a market value when the reevaluation was performed, instead of the historical value of the assets. In this case, the methodology considered that the power plants of such scale were built with financings. In addition, Edegel claimed that if SUNAT disagreed with the valuation, it should have conducted its own appraisal, which it failed to do. On February 2, 2012, the Tax Court (TF) issued a ruling for the 1999 fiscal year in favor of two of Edegel’s power plants, and against four power plants, based on the fact that a verified financing was only evidenced for the first two power plants. Consequently, the TF ordered SUNAT to recalculate the taxes payable by Edegel, which amounted to ThCh$8,090,505 (€11 million) that were paid by Edegel in June 2012. This amount will be recovered if Edegel obtains favorable rulings in the following claims it has subsequently filed:

 

  i) an administrative contentious claim before the Judicial System against the TF’s ruling, filed in May 2012 (which would result in a complete recovery of the taxes).; and

 

  ii) a partial appeal against the recalculation that SUNAT performed according to TF’s ruling, on the basis that the recalculation was incorrect, filed in July 2012 (which would result in a partial recovery of the taxes).

In August 2013, Edegel received notice of an unfavorable ruling with respect to claim i). Edegel filed an annulment appeal against the ruling, since the resolution violates its motivation right and it is untimely. In May 2015, Edegel received notice of the resolution of the Court of Appeal which: (i) annulled the resolution from the Justice Department (“JD”) which rejected the petitions of the demand of the company; (ii) declared admitted the claims previously rejected; and (iii) ordered the JD to return to the stage of determination of the controversy points. In June 2015, Edegel received notice from the JD that it declared admitted the claims previously rejected and it had submitted to the attorney general’s office a request for issuance of a new pronouncement (in Peru when the Government is engaged as a party in a judicial process an attorney general designated by the Public Ministry must be involved, in order for him to be informed and to state an opinion regarding the controversy, which opinion is not binding on the judge or the Court that must resolve the litigation). In November 2015, Edegel presented its verbal report.

For the 2000 to 2001 fiscal years, Edegel paid the equivalent of ThCh$3,852,140 and made a provision of ThCh$770,428.

In November 2015, Edegel was notified of Resolution No. 15281-8-2014, stating that the TF had ruled with respect to the indicated appeal by which was declared annulled the Resolution which the SUNAT objected the loss deductions related to the financial derivative instruments. The TF ruling also revoked the objections related to the non-deductibility of depreciation of the non-accredited technical assistance services rendered to Generandes and the financial interests accrued on the loans for the acquisition of treasury shares. It is important to note that, although the TF’s resolution revoked the objections related to the excess in depreciation of the revalued assets; however, stated that the SUNAT shall apply what is resolved in the company’s appeal of Income Taxes filed for the fiscal year 1999 (Exp. No. 10099 to 2012), which is still pending resolution.

 

 

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In December 2015, it was still pending from the SUNAT to recalculate the debt based on the established criteria.

In February 2016, Edegel filed an appeal to the JD against the TF’s resolution (Resolution 15281-8-2014) in order to partially revoke the stated criterion, specifically in the portion that the TF resolved that the SUNAT shall apply the decision on the Income Tax for the fiscal year 1999 and avoiding to apply any other pronouncement.

During the same month, the JD accepted Edegel’s appeal. In March 2016, the TF and SUNAT answered the appeal, which means that the JD shall resolve against Edegel because the resolution does not “cause status” as the TF did not ruled on the claimed concept. Also, in March 2015, Edegel was notified of the procedural corrective measures (Resolution on Procedural Correction). In June 2016, Edegel was notified of the JD’s District Attorney Opinion, and Edegel was requested to provide a verbal report.

For the 1999 fiscal year, it is expected that the Judicial System will enact a new resolution on the Edegel lawsuit and that the TF will decide on the partial appeal filed by Edegel. For the 2000 and 2001 fiscal years, it is still pending from the SUNAT to recalculate the debt based on the established criteria. The SUNAT and the TF responded the demand and is pending resolution from the Public Ministry.

The amount involved in these proceedings is ThS/.64,173 (approximately ThCh$ 12,892,497).

10.–The SUNAT rejected the commercial energy losses that Edelnor recognized from 2006 to 2010, equivalents to a 2% of the total purchases and self-generated energy, and questioned the cost of sales of that energy since the losses were generated from a energy theft not confirmed in a court of justice. The SUNAT believes that the infeasibility of a legal action can only be demonstrated through a Police Report and a Resolution, duly noted, issued by the General Attorney (Public Ministry) acknowledging, on a final or transitory basis, the filing of a criminal action for energy theft. The Tax Court (TF) has issued certain rulings stating that such Resolution is necessary. The position of Edelnor is that the law does not establish a specific mechanism on how to demonstrate the infeasibility of a legal action; therefore it is plausible to present any available evidence, appropriate and reasonable for this situation (free review of the evidence). The company in order to demonstrate that it was pointless to prosecute these crimes through legal actions presented expert reports prepared by specialized engineers, reports issued by the Electricity General Directorate (DGE) of the Ministry of Energy and Mining and certain other reports of the OSINERGMIN, which demonstrated that it was of no use to file an action and prosecute trial for a crime where; the perpetrators, the exact time of occurrence of the theft, the specific location in which occurred and the quantity stolen at each opportunity cannot be identified. The TF has allowed this type of accreditation in case of theft for water distribution companies (an entity similar to an electric distributor) but it has not indicated that the resolution issued by the General Attorney is the only admissible evidence to demonstrate the infeasibility to prosecute through a legal action. The development of the process is:

For the year 2006: The TF ruled against Edelnor’s appeal although it agreed to Edelnor’s position about the substance of the controversial matter. Thus, the TF concluded that Edelnor was not able to demonstrate that quantity of commercial losses attributable to the theft. Such conclusion is based on the fact that the commercial energy loss does not consist exclusively of stolen energy but also for energy losses due to other reasons, such as incorrect meter readings, incorrect invoicing and incorrect estimates of physical losses. Due to the immediate execution of the TF’s ruling, Edelnor paid the entire amount of the debt to the SUNAT (€4 million). In 2013, Edelnor filed an appeal to the Justice Department (JD) against the TF’s decision in order to revoke it and to request full deduction of the commercial energy loss sustaining that in theory energy losses consist of the components previously indicated, through the inspection of the SUNAT it was stated that the total amount of the commercial loss was due to stolen energy. In June 2014, Edelnor was notified the conclusions of the District Attorney (Fiscal Resolution). In August 2014, Edelnor presented a Verbal Report and presented the final written arguments. In October 2014, Edelnor was notified of Resolution from the JD against Edelnor, and in November 2014, Edelnor filed an appeal. In June 2015, the Court ruled to

 

 

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revoke the resolution and requested the issuance of a new resolution. In December 2015, Edelnor was notified that the JD again ruled against Edelnor, in the same month, Edelnor filed an appeal.

For the years 2007 and 2008: Considering the results obtained in 2016 for the income tax, Edelnor initiated a new defense strategy: (i) in theory, commercial energy losses could consist of errors in meter readings, invoicing and estimates of physical losses; (ii) since such losses are determined by “subtraction” (the energy entered in the system “less” energy supplied to customers and “less” the physical loss of energy”) the commercial energy loss might, in fact, be composed of such error in cases of under metered, under invoiced or under estimates of physical losses; (iii) if there are no such error, the quantity that is shows as commercial energy loss is composed of theft losses; (iv) during the inspection, the SUNAT reviewed the invoicing and the report of physical losses without questioning or inquiring on them; therefore, at this point, the errors in invoicing or the errors in the physical losses estimates cannot be argued by the SUNAT that are components of the commercial energy loss, (v) regarding the errors in meter readings, and taking into account that the electric energy distribution is a regulated business, the margins for this type of error are minimum. For the year 2007, Edelnor presented evidence corroborating that a small portion of the loss is attributable to submetered. Therefore, the commercial energy losses mainly consist of stolen energy (95%) and in minor measure (5%) to error in meter readings. Edelnor presented verbal report and filed its arguments. The appeal is still pending resolution from the TF. For the year 2008, Edelnor presented evidence demonstrating an excess in measurement. Thus, the commercial energy losses are only originated from theft. For these two years, Edelnor presented a Verbal Report to the TF and filed its final written arguments. The appeal is pending resolution from the TF.

For the year 2009, the SUNAT rejected the deduction of the commercial energy losses, based on the same reasons of prior years. In November 2013, Edelnor filed a claim reiterating the reasons by which the commercial energy losses are deductible and presented evidence that demonstrated that the energy losses were mainly originated by theft (93%) and in minor measure (7%) due to error in measurement. In June 2014, the SUNAT requested detailed information about the calculation to determine the “standard energy loss”. In July 2014, Edelnor responded to the request of the SUNAT. In August 2014, the SUNAT notified Edelnor with the Resolution ruling on Edelnor’s claim. In the Resolution, the SUNAT revoked the objection related to the commercial energy loss on the matter related to the standard energy loss, confirming it in the part related to the excess of such quantity. In September 2014, Edelnor paid the debt owed to the SUNAT, and filed an appealed to the TF, which is still pending resolution.

For the year 2010, the SUNAT rejected the commercial energy loss deduction in the portion related to the excess over the standard energy loss. In July 2015, Edelnor paid the debt owed to the SUNAT, and filed a claim. In April 2016, Edelnor was notified of the SUNAT’s Resolution sustaining the objections, in the same month Edelnor filed an appeal.

For the year 2011, the SUNAT also objected the commercial energy loss deduction in the portion related to the excess over the standard energy loss. In July 2016, Edelnor paid the debt owed to the SUNAT.

The following steps are: For the year 2006, it is pending the Court’s resolution on Edelnor’s appeal. For the years 2007 and 2008, it is pending TF’s resolution. For the year 2009, it is pending TF’s resolution. For the year 2010, it is pending TF’s resolution. For the year 2011, Edelnor is expecting notification on taxes and fines settlements which will be appealed. The amount of this claim is for ThS/ 80,132 (approximately ThCh$16,098,695).

11.–In 1997, Edegel, Perené and Simsa entered into a joint venture agreement for the development of Yanango and Chimay power plants, reaching the agreement on a payment of US$ 13 million to Edegel. In 1998, Edegel signed a contract with its parent company Generandes for supervision services for the construction of power plants to be provided by the latter, agreeing the payment of US$ 13 million to Generandes. In turn, Generandes signed contracts with its shareholders, Entergy Peru and Conosur, transferring its commitments to Edegel and agreeing a payment amounting US$ 3 million to each party. The

 

 

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SUNAT challenged in respect of these contracts: (i) in Edegel: using VAT charged by Generandes as a tax credit; and (ii) in Generandes: treating expenses for the services provided by shareholders as tax deductible expenses and using VAT charged by its shareholders as a tax credit. The position of the SUNAT was that these operations were fake, because Generandes and its shareholders are a holding companies that do not have staff to provide such services. Supervision services were provided directly by Edegel through its staff. The position of the company was that the TF already issued a Resolution No. 15281-8-2014 in respect of the Edegel’s appeal related to company’s 2000-2001 income tax which states that the technical assistance provided by Generandes qualified as non-existent. As a result of the direct implications of this statement is in this proceeding, the TF will issue a ruling against Generandes. In this regard, it is expected the TF order SUNAT to recalculate the income tax of the company, considering not only Generandes’s costs, but also revenues of (invoices issued to Edegel) to be invalid. According to this expected new determination, an income tax payment already realized would occur in excess in the Generandes’s income tax expenses, and this excess should be offset by VAT, eliminating the contingency for these proceedings. The appeal is pending the Tax Court ruling. The resolution is expected for the second half of 2016. The amount involved in this proceeding is ThS/. 85,211 (approximately ThCh$ 17,119,077).

12.–In September 2012, Enersis Américas (former Enersis S.A.) received notice from the Chilean Internal Revenue Service (SII in its Spanish acronym) on a settlement and resolution related to withholding taxes on dividends paid in fiscal years 2008 and 2009 (tax years 2009 and 2010) to non-Chilean resident or domiciled shareholders of Enersis Américas. Despite the fact that there is no differences in owed taxes, and no fines have been applied, the SII is requesting Enersis Américas to correct the calculation methodology used for its tax return. In addition, the SII notified Enersis Américas on settlements and resolutions for the same concept for fiscal years 2010 and 2011 (tax years 2011 and 2012). The position of the tax authority is that the methodology used by the company to determine the difference between the final tax credit and the provisional tax credit was incorrect, because Enersis Américas should pay the total amount of the tax credit used in the calculation of the provisional withholding and only the shareholders may request refunds from the amount paid in excess by the Chilean company. The position of Enersis Américas is that the interpretation of the SII is based on the wording of an article in the tax law that seems to require the “payment of credits in excess”, but it did not consider the existence of a Resolution issued by the SII indicating the description of this process with which Enersis Américas has complied. Moreover, if the methodology of the SII is used, the amount to be paid on behalf of the shareholders would be the same as the amount that the shareholders would request to the SII for refund. The difference is that the amounts paid to the SII are price-level restated by CPI and interests (1.5%), while the amounts that the SII will reimburse are only price-level restated by CPI. On March 13, 2014, the Company filed a tax claim with the Tax and Customs Court (“TTA” in its Spanish acronym) in first instance for fiscal years 2008 and 2009. On August 18, 2014, a tax claim was filed for fiscal year 2010 (tax year 2011), and lastly, on August 29, 2014, a tax claim was filed for fiscal year 2011 (tax year 2012). The three tax claims are pending of response from the SII, and on October 10, 2014, Enersis Américas requested their consolidation, which was granted by the Court on October 16, 2014. On September 21, 2015, the TTA open the evidence period. On October 15, 2015, Enersis Américas presented its evidence. On December 31, 2015, the TTA issued an unfavorable ruling against Enersis Américas. On January 4, 2016, Enersis Américas received notice of the resolution. Enersis Américas filed an appeal to the Appeal Court of Santiago. On April 28, 2016, the Appeal Court issued an unfavorable ruling against Enersis Américas. Enersis filed an appeal to the Supreme Court, which is pending resolution. The amount involved in this proceeding is ThCh$48,534,089.

13.–The Brazilian IRS claims an alleged underreporting of dividends by Enel Brasil than it reported. The Brazilian IRS claims that the total amortization of goodwill (greater value) recorded by Enel Brasil in 2009 in the equity accounts, should have been recorded in the comprehensive income accounts. As a result, the procedure performed was inadequate and a greater profit would have been generated and consequently, a higher amount of dividends distributed. The alleged surplus in dividends was interpreted by the Brazilian IRS as payments to non-residents, which would be subject to a 15% income tax retained at the source. Enel

 

 

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Brasil responded that all the procedures adopted by Enel Brasil were based on the company’s interpretation and in accordance with Brazilian accounting standards (Brazilian GAAP), and confirmed by the external auditor and by a legal opinion from Souza Leão Advogados. Enel Brasil has filed its defense in the administrative first instance. In July 2016, the tax authorities issued an unfavorable ruling against Enel Brasil. Enel Brasil will file an appeal to the second instance Administrative Court, and will use an expert opinion on the accounting entries recorded in 2009. The amount involved in this proceeding is ThR$244,428 (approximately ThCh$50,363,681).

14.–In Brazil, Basilus S/A Serviços, Empreendimentos e Participações (successor to Meridional S/A Serviços, Empreendimentos e Participações from 2008) is the holder of the litigation rights that it acquired from the construction companies Mistral and CIVEL, which had a civil works contract with Centrais Elétricas Fluminense S.A. (CELF). This contract was terminated before CELF’s privatization process. Since CELF’s assets were transferred to Ampla during the privatization process, Basilus (previously Meridional) sued Ampla in 1998, arguing that the transfer of the referred assets was done in detriment of its rights. Ampla only acquired assets from CELF, but is not its legal successor since CELF, a state-owned company, still exists and maintains its legal personality. Basilus demanded payment of pending invoices and contractual penalties for termination of the civil works contract. In March 2009, the court decided in favor of Basilus, and Ampla and the State of Río de Janeiro filed the corresponding appeals. On December 15, 2009, the State Court accepted the appeal and overturned the lower court’s decision obtained by Basilus, in Ampla’s favor. Basilus filed an appeal against the resolution, which was denied. In July 2010, Basilus filed an Appeal under Specific Court Regulations (Agravo Regimental) before the Superior Court of Justice of Brazil, which also rejected the appeal in August 2010. Seeking to overturn such decision, Basilus filed a Petition for Writ of Mandamus (Mandado de Seguranca), which was also rejected. In June 2011, Basilus filed an Appeal to Amendment of Judgement (Embargos de Declaração) in order to clarify a supposed omission by the Superior Court of Justice in the decision on the Petition for Writ of Mandamus, which was not accepted by the court. Against this decision, Basilus filed an Ordinary Appeal (Recurso Ordinario) before the Superior Court of Justice (in Brasilia). On March 28, 2012 the Reporting Justice decided the Ordinary Appeal in favor of Basilus. Ampla and the State of Río de Janeiro filed an Appeal under Specific Court Regulations against the Reporting Justice’s decision, which was accepted by the First Court Room of the Superior Court of Justice on August 28, 2012, determining that the Ordinary Appeal of the Petition for Writ of Mandamus must be submitted to the decision by an en banc session and not by a single Reporting Justice. Basilus challenged the decision. The decision of August 28, 2012, was published on December 10, 2012, and the Appeal to Amendment of Judgment had been filed by Ampla and the State of Río de Janeiro to remedy the existing error in its publication, in order to avoid future divergence. Basilus filed its arguments and on May 27, 2013, the Appeal to Amendment of Judgment filed by Ampla and the State of Río de Janeiro were accepted and the error corrected. On August 25, 2015, the appeal filed by Basilus was rejected. The decision was published on December 10, 2015, and Basilus filed an appeal to Amendment of Judgment. On March 3, 2016, the Superior Court of Justice has begun the judgement of the appeal and the first vote (Minister Rapporteur) was favorable to the appeal and the next Minister has suspended its resolution to perform a deeper analysis of the arguments. On May 3, 2016, the Superior Court of Justice has resumed the judgment of the appeal, which is tied 1 vote to 1. Other Minister has again suspended its resolution to perform a deeper analysis of the appeal. The resolution is adopted by the vote of three Ministers. The amount involved in this proceeding is estimated to be approximately R$1,369,544,431 (approximately ThCh$282,190,658).

15.–In December 2001, the Brazilian Federal Constitution was amended to apply the CONFINS tax (Contribuicao para o Financiamento da Seguridade Social), a tax levied on revenues, to electricity energy sales. The Constitution states that the changes on social contributions are effective 90 days after their publication. Ampla started to pay this COFINS tax in April 2002. However, the Brazilian Internal Revenue Service notified Ampla that the 90-day delay of entry into force is applied to statutory amendments, but are not applicable to constitutional amendments, which are effective immediately. In November 2007, the

 

 

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appeal filed before the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, ruled against Ampla. In October 2008, Ampla filed a special appeal that was rejected. On December 30, 2013, Ampla was notified of the decision to reject its position that the COFINS tax payments were not due for the period from December 2001 to March 2002 based on the Constitution providing that legislative changes are effective 90 days after their publication. Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds and was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 20% rather than the previous 30%, of the tax debt and the bond was reduced to € 44 million. Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defense in July 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. There is a first instance ruling unfavorable to Ampla which was published in August 2015. In the same month, Ampla filed an appeal to the second instance court. The amount involved in this case is estimated to be approximately ThR$152,907 (approximately ThCh$ 31,506,044).

16.–Companhia Brasileira de Antibióticos (Cibran) filed suit against Ampla in order to receive compensation for the loss of products and raw materials, machinery breakdown, among other things that occurred as a consequence of poor service provided by Ampla between 1987 and May 1994 and compensation for moral damages. This litigation is related to other five actions filed by Cibran against Ampla based on power outages allegedly caused by Ampla in the period from 1987 to 1994, 1994 to 1999 and part of 2002. The judge decided to conduct a single expert assessment for these various claims, which was in part adverse to Ampla. Ampla challenged such assessment and requested a new expert assessment. On September 5, 2013, the judge rejected the prior petition, whereupon Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) and subsequently a Special Appeal (Agravo de Instrumento), both of which were rejected by the court. Against the latter, Ampla filed a Special Appeal before the Superior Court of Justice, which is pending review. In September 2014, a first instance judgment in one of these proceedings ordered Ampla to pay compensation of R$ 200,000 (approximately ThCh$ 41,209) for moral damages, in addition to the payment of material damages caused due to failures in supply of service, which have to be assessed by an expert in the sentence execution stage. Ampla filed a Clarification Attachment against this ruling that was rejected. In December 2014, Ampla filed an appeal, currently pending decision. On June 1, 2015, a judgement in another of the proceedings ordered Ampla to pay moral damages of R$ 80,000 (approximately ThCh$15,350), in addition to material damages for Ampla’s failures in supply of service of R$ 95,465,103 (approximately ThCh$ 19,670,308) (plus price-level restatement and interest). Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) against this judgement, which was rejected by the court. Ampla has filed an appeal. In the remaining proceedings, a first instance court ruling is pending. The amount involved for all these cases is estimated to be approximately R$384,666,764 (approximately ThCh$ 79,259,471).

17.–In August 1996, Ampla obtained a favorable ruling granting it an exemption from paying the COFINS tax for the period prior to the 2001 amendment of the Brazilian Federal Constitution which expressly made electric power operations subject to the COFINS tax. Following the definite decision in favor of Ampla issued in 2010, the Brazilian Treasury attempted to overturn the 1996 decision favorable to Ampla through a rescission action. Ampla refiled a suit originally filed in 1996 seeking a refund of its COFINS tax payments from April 1992 to June 1996, based on the favorable ruling in the first lawsuit described above. The suit seeking a refund of the COFINS tax had been suspended pending the resolution of the first lawsuit above. In June 2013, Ampla received a favorable decision entitling it to a refund of its COFINS tax payments for the periods requested. The Brazilian Treasury appealed the decision. In October 2014, the Court of the State of Río de Janeiro ordered a new trial since it considered that the Brazilian Treasury did not have the opportunity to appear in the prior decision judgment. In May 2015, the Brazilian Treasury presented its final plea and in July 2015 a new favorable first instance ruling entitling Ampla to a refund of its COFINS tax

 

 

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payments made from 1992 to 1996 was issued. In August 2015, the tax authorities filed an appeal with the Court of the State of Río de Janeiro. The sum Ampla has requested as a tax refund amounts to ThR$169,450 (approximately ThCh$34,914,681).

18.–Perma Industria de Bebidas (Perma) filed a lawsuit against Ampla, based on the electric energy tariff adjustment applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. The Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283, of February 28, 1986. On April 16, 2010, a ruling rejected Perma’s request, and Perma filed an appeal against such ruling, which was accepted and Ampla was ordered to pay the amounts unduly collected during 1986. Ampla and Perma each filed a Special Appeal before the Supreme Court of Justice, which were rejected by means of “eligibility trial”. In July 2011, the parties filed a Special Appeal. On December 16, 2015, the ruling was issued, rejecting the Special Appeal filed by the two parties. On February 11, 2016, the prior ruling was published confirming the final ruling. The amount involved is R$ 76,359,241 (approximately ThCh$ 15,733,600).

19.–The Trade Union of Niterói, representing 2,841 employees, filed a labor claim against Ampla, requesting the payment of salary differences of 26.05% retroactive to February 1989, pursuant to the Economic Plan instituted by Law Decree No. 2,335/87. In the court of first instance, the decision was partially unfavorable for Ampla. The court ordered payment of the salary differences requested retroactive to February 1, 1989, and legal fees of 15% of such amount. Ampla filed several appeals, among them an Extraordinary Appeal which is currently pending. A mandatory mediation was unsuccessful. In parallel, Ampla has filed a motion for Advanced Dismissal of Enforcement (Exceção de Pré-Executividade) based on the jurisprudence of the Federal Supreme Court, which has previously declared the non-existence of a right acquired on the URP readjustment of Law Decree No. 2,335/87. In addition, Ampla alleged the exception of the payment for these readjustments and, alternatively, requested the limitation of this readjustment using October 1989 salaries as a baseline. In the court of first instance, Ampla obtained the declaration of unenforceability of legal title, against which the applicant filed an appeal (Agravo de Petição). The decision was partly favorable regarding the exception of payment, but not regarding the limitation of the salary differences, using October 1989 salaries as a baseline. On September 10, 2014, the court rejected the Special Appeals (Agravo de Instrumento) presented by both parties, who filed a Petition for Clarification of the Decision (Embargos de Aclaración) against this judgment. In June 2015, Ampla presented its arguments to the Court regarding the Extraordinary Appeal filed by the Union, which were rejected by the Court. On December 16, 2015, the Extraordinary Appeal was submitted to the Federal Superior Court of Law for its judgment. The amount involved in this proceeding is estimated to be approximately R$71,232,859 (approximately ThCh$14,677,324).

20.–In order to fund the purchase of Coelce in 1998, Ampla issued long-term debt abroad through securities called Fixed Rate Notes (FRNs) which were governed by a special tax regime whereby interest payments received by non-resident holders were exempt from taxation in Brazil, as long as the debt was issued with a minimum maturity of 8 years. In 2005, the Brazilian Internal Revenue Service (responsible for tax collection and compliance with tax laws) IRS notified Ampla the special tax regime did not apply based on its understanding that prepayments were made before the stated maturity, due to the fact that Ampla had received financing in Brazil which was allocated to repay the FRN holders. Ampla argues that these two transactions are independent and legally valid. The non-application of the special tax regime means that Ampla would have failed to comply with its obligation to retain the tax and to record it as interest payments made to non-resident holders. The tax resolution was appealed and in 2007 the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, annulled it. However, the Brazilian IRS contested this decision before the Superior Chamber of Fiscal Resources (Cámara Superior de Recursos Fiscales), the final administrative appeals level, and on November 6, 2012, it ruled against Ampla. The decision was notified to Ampla on December 21, 2012. On December 28, 2012, Ampla filed a Petition for Clarification of

 

 

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the Decision (Embargo de Aclaración) before the Superior Chamber of Fiscal Resources in order to obtain a final resolution regarding contradictory points of the decision and to incorporate in it the relevant defense arguments that were omitted. The petition was denied. As a consequence, Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds. Ampla was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 20%, rather than the previous 30%, of the tax debt. Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defense on June 27, 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. A legal investigation will be carry out by an expert designated by the judge. It is expected first instance resolution upon investigation of the expert to be designed by the judge. The amount involved in this case is estimated to be approximately ThR$ 1,159,588 (approximately ThCh$ 238,929,745).

21.–In 2002, the State of Rio de Janeiro issued a decree stating that the ICMS (a tax similar to the Chilean Value Added Tax) should be paid and filed on the 10th, 20th and 30th days of the same month of the tax accrual. Ampla continued paying ICMS in accordance with the previous system (filing within five days after the end of the month of its accrual) and did not adopt the new system between September 2002 and February 2005 due to cash flow issues. Additionally, Ampla filed a lawsuit to dispute the constitutionality of the new filing requirement. These lawsuits were unsuccessful, and Ampla has filed suit alleging constitutional violations before the Brazilian Supreme Federal Tribune. Since March 2005, Ampla has been paying the ICMS according to the new system. In September 2005, the IRF imposed on Ampla a penalty fee and interests due to the delay in filling the ICMS as set forth in the aforementioned decree of 2002. Ampla appealed the resolution before the Administrative Courts, based on the fiscal Amnesty Laws of the State of Río de Janeiro published in 2004 and 2005 (forgiving interest and penalties if the taxpayer paid the taxes due). Ampla alleges that if the aforementioned tax amnesties are found to be inapplicable to it, the law would punish taxpayers that are delayed only a few days in their tax payments (as in the case of Ampla) more harshly than those who failed to pay their taxes and later formally adopted the various tax amnesties and thus, regulate their tax situation through the filing of overdue unpaid taxes.

On May 9, 2012, the “En Banc Council” (a special body within the Taxpayers Council, representing the last administrative instance) issued a judgment against Ampla. The decision was notified on August 29, 2012. Ampla appealed to the State Public Treasury (Hacienda Pública Estadual) using a special review procedure based on the equity principle, before the Governor of the State of Río de Janeiro. The appeal has not been resolved and, therefore, the tax should be suspended. However, the State of Río de Janeiro recorded the tax due in the Public Register as if demandable and, therefore, on November 12, 2012, Ampla was obliged to post a surety bond in the amount of € 101 million (R$ 293 million) in order to receive a certification of fiscal good standing to continue receiving public funds. On June 4, 2013, in a decision of second instance, the State Public Treasury obtained a ruling against Ampla’s surety bond. In September 2013, Ampla filed a letter of guarantee to substitute for the surety bond rejected by the court. However, Ampla reiterated to the attorney of the State, the petition of review, which is still pending decision. Despite this, the State Public Treasury submitted the fiscal execution and Ampla opposed its defense. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. In June 2015, the Supreme Court of Brasilia issued a favorable ruling for Ampla for a lawsuit filed in 2002 to dispute the constitutionality of the new filing requirements. This resolution will lead to the suspension of the collection procedures of penalties and interests, since the tax is already paid. Also, the final decision will mean the release of the guarantee. The decision was published on October 2, 2015 and the Brazilian Treasury has 10 days to appeal. Once the appeal period has elapsed, the letter of resolution becomes final, and at that time the resolution will be presented to the administrative collection body (process). The State Public Treasury did not file an appeal and on October 25, 2015, Ampla presented to the special collection body the favorable resolution issued by the Supreme Court of Brasilia. On April 20, 2016,

 

 

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it was issued first instance resolution favorable to Ampla determining termination of the legal proceeding and the State extinguished the debt. Ampla requested the guarantee to be released and is waiting for the decision. Closed case that will no longer be informed.

22.–The State of Rio de Janeiro filed complaints against Ampla for the periods 1996 to 1999 and 2007 to 2014, since it considered that the ICMS calculation for fixed assets acquisition was incorrect. Specifically, the State of Rio de Janeiro believes that Ampla does not have all necessary supporting documentation and that the fixes assets were not used for the electric energy generation and distribution activities. In its defense, Ampla states that (i) the corresponding legislation does not specify the different types of fixed assets that could be used for the ICMS credit purposes; (ii) such fixed assets are related to the main activity of the companies, even if they are used at the offices and administrative premises. It also intends to compare the credits with the acquisition invoices; Ampla filed its administrative and judicial defense in all the processes and is awaiting the final resolutions. The amount of this claim is ThR$ 109,702 (approximately ThCh$ 22,603,779).

23.–In October 2009, Tractebel Energía S.A. sued CIEN claiming an alleged breach of the contract “Purchase & Sale Agreement for 300 MW of Firm Capacity and associated Energy originating from Argentina” signed in 1999 between CIEN and Centrais Geradoras do Sul do Brasil S.A (which is now known as Tractebel Energía). Tractebel Energía asked the court to order CIEN to pay a rescission penalty of R$ 117,666,976 (approximately ThCh$ 24,244,939) plus other fines due to the unavailability of energy. The breach allegedly occurred due to a failure by CIEN to ensure sufficient capacity as contracted with Tractebel Energía during the 20-year period, which allegedly took place beginning in March 2005. In May 2010, Tractebel Energía notified CIEN via a written statement, but not judicially, its intention to exercise step-in rights of Line I (30%). The proceeding is currently at the first instance. CIEN petitioned to join this proceeding with the lawsuit filed by it against Tractebel Energía in 2001, which involves a dispute relative to exchange rates and taxing issues. The petition to join both proceedings was rejected by the court. Subsequently, CIEN filed a request to suspend the proceeding for 180 days in order to avoid potentially divergent decisions. The court ordered the suspension of proceedings for one year pending the outcome of the other lawsuit of CIEN against Tractebel Energía. The court issued a resolution extending this suspension until July 9, 2015. This proceeding has not had any changes to date.

24.–In 2010, Furnas Centrais Eletricas S.A. filed a suit against CIEN, based on CIEN’s alleged breach of the contract “Firm Capacity Purchase with associated Energy for the purchase of 700 MW of firm capacity with related energy originating from Argentina”, which was signed in 1998 with a term of 20 years beginning in June 2000. In its lawsuit, Furnas requested a compensation of R$ 520,800,659 (approximately ThCh$ 107,309,465) corresponding to a rescission penalty included in the contract, plus adjustments and default interests, from the date of filing of the claim until actual payment. Furnas also requested for additional penalties based on the lack of availability of the “firm power and related energy” and for other damages to be determined upon the final decision. The first trial judgment denied the claims of Furnas for CIEN’s responsibility for breach of its contractual obligations. The Court recognized the existence of force majeure because of the energy crisis in Argentina. The claimant filed an appeal against this sentence. In July 2015, CIEN presented its arguments to the Court regarding the appeal filed by Furnas. Moreover, regarding the foreign language documents presented by CIEN, the judge of first instance determined that those documents would be excluded from the lawsuit, which decision was confirmed by the 12th Civil Section of the State Court. CIEN has filed a Special Appeal (Recurso Especial) against this decision, which will be decided by the Superior Court of Justice. In addition to the foregoing, CIEN received a notice from Furnas, not at the judicial headquarters, indicating that in case of rescission due to CIEN’s breach, Furnas would have the right to acquire 70% of Line I.

25.–In 1982 under the framework of an electricity supply network expansion in Brazilian rural areas, which was financed principally by international development banks (IDBs), the then-state-owned Companhia Energética do Ceará S.A. (Coelce) signed contracts with 13 cooperatives at the request of the Brazilian

 

 

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government and the IDBs to implement this project. Under the contracts, Coelce operated and maintained the assets and paid a monthly fee, which was price-level restated for inflation. These contracts were of indefinite length and failed to clearly identify the networks that were under their scope due the public nature of Coelce and the fact that they were often repaired, creating confusion between the assets that were operated and maintained by Coelce, and the assets that were owned by it. From 1982 until June 1995 Coelce regularly paid rent for the use of the electric system to cooperatives, adjusted monthly by the relevant rate of inflation. However, from June 1995, Coelce, while it was still state-owned, decided not to continue adjusting the payments for inflation. In 1998 Coelce was privatized and acquired by the Enersis Group, and continued to pay the rent to the network cooperatives in the same manner as before its privatization, that is, without adjusting the rent for inflation. As a consequence, some of these cooperatives have brought legal action against Coelce, including the two actions initiated by Cooperativa de Eletrificacao Rural do V do Acarau Ltda (Coperca), for the payment of the adjustment for inflation as described below. Coelce’s defense is basically grounded on the argument that the adjustment is not applicable, since the assets lacked value due to their much extended useful lives, taking into consideration their depreciation; or, alternatively, if the assets were deemed to have any value, it would be very low since Coelce performed their replacement, extension and maintenance. The amount involved in this litigation is approximately R$ 190,491,729 million (approximately ThCh$ 39,250,268).

One of the plaintiffs in this litigation, Coperva, filed a review action requesting expert evaluation of the issue. Once the expert report was delivered, Coelce claimed there were technical inconsistencies therein and requested a new evaluation to be conducted, but the court denied the claim and ruled the “anticipated execution of the decision”, which entails the preliminary determination of the adjusted monthly payments Coelce should have made and ordering the immediate payment of the difference between such adjusted values and the values Coelce actually paid. An appeal has been filed and a precautionary measure has been obtained in favor of Coelce, staying the anticipated execution of the decision. On April 7, 2014 a court of first instance denied Coperva’s claims. Coperva filed an appeal which was rejected. Coperva filed a Petition for Clarification of the Decision (Embargos de Aclaración) which was rejected on January 11, 2016. On February 3, 2016, Coperva filed a Special Appeal to the Superior Court of Justice.

Another plaintiff in the ligation filed a review action in 2007, through which Coperva is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 1% of the value of the asset leased, estimated by Coperva to be at R$ 15.6 million (approximately ThCh$ 3,214,335). This proceeding is in a first instance and has not yet started the evidence presenting stage. The amount involved in this proceeding is estimated to be approximately R$ 99,715,811 (approximately ThCh$ 20,546,154). In Coelce’s case, the review action was filed in 2006 and Coelce is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 2% of the value of the asset leased. The amount involved in this proceeding is approximately R$ 114,795,033 (approximately ThCh$ 23,653,184). This proceeding, as well as the one for Coperca, has not been advanced by the plaintiff and both are in their first instance.

26.–In February 2004, two Brazilian taxes, COFINS and PIS were amended from an accrued regime (rate of 3.65% without credit deduction) to a non-accrued regime (9.25% with credit). According to legislation, long-term assets and service supply agreements performed before October 31, 2003, under “predetermined price” could remain in the accrued regime. Endesa Fortaleza had entered into energy purchase agreements that complied with the requirements, and as a result, the revenues for such agreements were initially taxed under the accrued regime, which is more advantageous. In November 2004, an administrative order was released which defines the concept of “predetermined price”. According to it, CGTF agreements (Endesa Fortaleza) must be subject to the non-accrued regime. In November 2005, a new Law clarified the “predetermined price” concept. On the basis of the 2005 legislation, the regime that should be applied to the agreements was the accrued regimen (more advantageous). The ANEEL issued a (Administrative Law) Technical Note indicating that the agreements entered into by virtue of its standards and with its approval

 

 

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comply with the legislative requirement. PIS and COFINS tax paid in excess under the non-accrued regime by CGTF and CIEN between November 2004 and November 2005 generate tax credits which were used to pay other taxes due. Nevertheless, in 2009 the tax authorities rejected the compensation procedures. In February 2007, the Brazilian tax authorities audited Endesa Fortaleza regarding the payment of PIS/COFINS tax during December 2003 and from February 2004 to November 2004. The audit resulted in a claim alleging differences between the amounts stated in Endesa Fortaleza’s annual tax return (where the PIS/COFINS tax amounts were reported under the new non-accrued regime) and the amounts stated in monthly tax returns (where the amounts due were reported under an older accrual system). Endesa Fortaleza filed an appeal to the second instance administrative court which was unfavorable and confirm the first instance resolution. Endesa Fortaleza filed an appeal to the Superior Chamber of Fiscal Resources which is pending resolution. The amount involved in this proceeding is ThR$ 77,766 (approximately ThCh$ 16,023,459).

27.–Coelce bills the “low income” consumer with a social discount that determines a final rate called “baja renta” (low income). The State compensates Coelce for this discount as a state subsidy. The ICMS (a tax similar to the Chilean Value Added Tax) is transferred (deducted) by Coelce over the amount of the normal rate (without the discount). On the other hand, the State of Ceará establishes that the ICMS does not apply to billings that fluctuate between 0 and 140 kW/h. Also, Coelce, in order to calculate the ICMS deductible amount in reference to the total ICMS supported in energy purchases must apply the “pro rata” rule, which uses the percentage that represents revenues subject to ICMS over the total income (whether or not subject to ICMS). Coelce considers, for the purpose of its inclusion in the pro rata denominator, that the revenue not subject to ICM is the result of applying the end sales price of energy (price after the subsidy is discounted) and the Brazilian IRS holds that the income not subject to ICMS is the price of the normal rate (without discounting the subsidy). The Brazilian IRS’s position implies a lower ICMS deduction percentage. The Brazilian Treasury view is that the “ICMS pro rata” calculation should be based on the normal rate value in “low income” energy sales cases, instead of the reduced rate that Coelce uses. The Brazilian Treasury criteria results in a greater ICMS non-recoverable percentage, which results in a higher ICMS payable. Coelce argues that its calculation is correct, since it must be used in the “ICMS pro rata” calculation, reducing the value of the ICMS rate since that is the accurate value of the energy sales transaction (the ICMS’s base is the transaction value of the merchandise sold). In reference to the 2005 and 2006 litigation, the rulings were unfavorable for Coelce. In reference to the 2007, 2008 and 2009 litigation, the rulings were unfavorable for Coelce but some of them resulted in a reduction of the amounts due to expiration. Coelce filed legal claims in order to ensure its certification of a regular tax status, which will allow it to continue receiving public funding, having previously guaranteed its tax debt. The State of Ceará filed Fiscal Executions (legal collection procedures) for the years 2006, 2007 and 2009. For the other years, it is pending the filing of the corresponding fiscal executions. In reference to the 2010 and 2011 litigation, the complaints were received in January 2015 and January 2016, respectively, and Coelce filed its first instance administrative defense. The next step is to continue with the defense of the judicial and administrative processes. The amount of these claims is ThR$ 112,082 (approximately ThCh$ 23,094,171).

28.–Vicunha do Nordeste S/A (Finobrasa) filed a lawsuit against Coelce by reason of the adjustment to the electric energy tariffs applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. These Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283 of February 28, 1986. The intention of the lawsuit is to declare such adjustment illegal, seeking to extend illegality effects until the present time. During the proceeding, FINOBRASA filed another lawsuit with similar requests. Regarding the first process, Finobrasa obtained a final ruling against Coelce, which ordered Coelce to pay the unduly collected amounts, extending the effects of such ruling until the present time, which does not coincide with the jurisprudence of the Supreme Court of Justice. Considering the above, Coelce filed a rescission action, which seeks to amend a final decision and may be filed up to 2 years after the final period to file appeals has ended. This is a new action, with extremely restrictive requirements and its proceeding is started on second instance, with the purpose of

 

 

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questioning an error in the decision, either any procedural defect or a substantial defect of rulings by supreme courts (which is the basis for this lawsuit). Regarding the second action, the judge dismissed it due to his pendency and matter adjudged, since both are similar petitions. For this reason, the purpose of the three lawsuits is the same, that is, to assess the wide or restrictive effect of the 1986 adjustment illegality. Coelce filed this Rescission Action in 1999, and on September 28, 2010 a ruling was passed and the “Civil United Chambers” unanimously declared that the illegality of the collection made by Coelce is limited to 9 months of 1986 (March to November). On September 30, 2015 a ruling rejected the Special Appeal filed by Finobrasa. On November 6, 2015, Vicunha filed a Petition for Clarification of the Decision (Embargo de Aclaración) against this judgement, which is pending resolution. On February 4, 2016, the Court began the judgement and is tied one vote to one. The judgement must be resumed in the following Court sessions. The amount of this claim is R$ 71,975,926 (approximately ThCh$ 14,830,431).

29.–Lawsuits filed by Industria Barbalhense di Cemento Portland S.A. (IBACIP) against Coelce, by reason of the adjustment to the electric energy tariffs applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. These Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283, of February 28, 1986. The intention of the lawsuit is to obtain a refund of the values that the petitioner would have paid in excess for the use of electric energy by reason of the allegedly illegal 20% increase over the tariffs of industrial clients. On March 17, 2008 a ruling was issued declaring illegal to charge the tariff increased by the DNAEE Orders, but only with respect to the invoices issued within the period between March and November 1986. Both parties filed appeals against this ruling before the Court of Justice and they were both dismissed. Coelce has filed a Special Appeal with the Supreme Court of Justice, and the Court has not yet issued a decision. The amount involved is R$ 64,084,011 (approximately ThCh$ 13,204,325).

30.–Collective lawsuit filed by Sindeletro against Coelce with the intention of obtaining a supplementary salary payment based on a 30% over the base salary for employees exposed to hazards.

In its defense, Coelce sustains that the amendments made in the payment and determination of this salary supplement were legal, since they were the result of an analysis made by a commission established for this purpose aimed to identify which activities were hazardous and which employees worked in such areas.

In the first instance Coelce was condemned to pay to all employees a hazardous salary supplement by 30% as of January 1, 1986. Also, it was ordered to pay attorney fees of 15% over the punishment value. Coelce filed an ordinary appeal with the Regional Labor Court (TRT).

In the second instance, the ordinary appeal filed by Coelce was partly accepted, it states that such supplement should not be paid to employees not performing hazardous activities. Also, it acknowledged that the percentage due for this hazardous salary supplement could be reduced according to the length of time of the employee’s exposure to hazards. Sindeletro filed a review appeal against this ruling in the second instance before the Supreme Labor Court (TST).

In the third instance, the TST accepted the review appeal filed by Sindeletro, rejecting the possibility of reducing the percentage based on a shorter length of time of exposure to hazards. The TST declared that if an employee has performed a hazardous activity the employee is entitled to receive a 30% supplement over his or her base salary, regardless if he performed such hazardous activity only for one day or for the entire month. The TST ruling is based on the TST jurisprudence of its Statement 361 and is not subject to appeals.

The settlement phase (values assessment) has begun with the calculation delivered by Sindeletro. Coelce has been urged to make its statement. After starting the execution phase, Coelce was urged to pay or to guarantee execution for an amount of R$ 5,014,269.49 (€1,538,119). Thus, Coelce made a deposit of the guarantee and filed its disclaim to execution. On November 4, 2015 Coelce released R $ 1.73 millions for the distribution to employees by Sindeletro. Coelce appealed against that decision. The amount involved is R$ 67,000,000 (approximately ThCh$ 13,805,156).

 

 

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31.–The State of Ceará filed complaints against Coelce for the periods 2003, and 2004 to 2010, since it considered that the ICMS calculation for fixed assets acquisition was incorrect. Specifically, the State of Ceará states that Coelce does not have all the necessary supporting documents and that some fixed assets were not devoted to the activity of electric energy production or distribution. In its defense, Coelce explains that (i) the corresponding legislation does not specify the different types of fixed assets that could be used for the ICMS credit purposes; (ii) such fixed assets are related to the main activity of the companies, even if they are used at the offices and administrative premises. It also intends to compare the credits with the acquisition invoices; Coelce filed its administrative defense in all administrative processes and is awaiting the final resolutions. The amount of this claim is ThR$ 127,417 (approximately ThCh$ 26,253,903).

The management of Enersis Américas S.A. considers that the provisions recorded in the Consolidated Financial Statements are adequate to cover the risks resulting from litigation described in this Note. It does not consider there to be any additional liabilities other than those specified.

Given the characteristics of the risks covered by these provisions, it is not possible to determine a reasonable schedule of payment dates if there are any.

32.4 Financial restrictions (Unaudited)

A number of the Company’s loan agreements, and those of some of its subsidiaries, include the obligation to comply with certain financial ratios, which is normal in contracts of this nature. There are also affirmative and negative covenants requiring the monitoring of these commitments. In addition, there are restrictions in the events-of-default clauses of the agreements which require compliance to avoid acceleration of such debt.

 

  1. Cross Default

Some of the financial debt contracts of Enersis Américas contain cross default clauses. The credit line agreements governed by Chilean law, which Enersis Américas signed in March 2016 for U.F. 2.8 millions, stipulate that cross default arises only in the event of non-compliance by the borrower itself, with no reference made to its subsidiaries, i.e. Enersis Américas, respectively. In order to accelerate payment of the debt in these credit lines due to cross default originating from other debt, the amount overdue of a debt must exceed US$50 million, or the equivalent in other currencies, and other additional conditions must be met such as the expiry of grace periods. These credit lines have not been disbursed.

Regarding the bond issues of Enersis Américas registered with the United States Securities and Exchange Commission (the SEC), commonly called “Yankee bonds”, a cross default can be triggered by another debt of Enersis Américas or of any of their Chilean subsidiaries (which Enersis Américas no longer consolidates as a result of the spin-off completed on March 1, 2016), for any amount overdue provided that the principal of the debt giving rise to the cross default exceeds US$30 million or its equivalent in other currencies. Debt acceleration due to cross default does not occur automatically but has to be demanded by the holders of at least 25% of the bonds of a certain series of Yankee bonds. In addition, events of bankruptcy or insolvency of foreign subsidiaries have no contractual effects on the Yankee bonds of Enersis Américas. As of June 30, 2016, the outstanding amount for the Yankee Bonds was ThCh$166,721,623.

The Enersis Américas bonds issued in Chile state that cross default can be triggered only by the default of the issuer, either on an individual or an aggregate debt basis, when the amount in default exceeds 3% of total consolidated assets. Debt acceleration requires the agreement of at least 50% of the bondholders of a certain series. As of June 30, 2016, the outstanding amount for the domestic bonds was ThCh$23,787,770.

 

  2. Financial covenants

Financial covenants are contractual commitments with respect to minimum or maximum financial ratios that the company is obliged to meet at certain periods of time (quarterly, annually, etc.). Most of the financial covenants of Enersis Américas limit the level of indebtedness and evaluate the ability to generate cash flows

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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in order to service the companies’ debts. Various companies are also required to certify these covenants periodically. The types of covenants and their respective limits vary according to the type of debt.

The Series B2 domestic bonds of Enersis Américas include the following financial covenants, whose definitions and calculation formulas are set out in the respective contract:

 

    Consolidated Equity: Minimum Equity of Ch$628,570 million must be maintained, a limit adjusted at the end of each year as established in the indenture. Equity is the sum of Equity attributable to the shareholders of Enersis Américas and non-controlling interests. As of June 30, 2016, Enersis Américas’ equity was Ch$5,306,997 million.

 

    Debt to Equity Ratio: A debt to equity ratio, defined as Total liabilities to Equity, shall not be more than 2.24. Total liabilities are the sum of Total current liabilities and Total non-current liabilities, while Equity is the sum of Equity attributable to the shareholders of Enersis Américas and non-controlling interests. As of June 30, 2016, the Debt Ratio was 1.02.

 

    Unsecured Assets: The ratio of Unsecured assets to Unsecured total liabilities must be at least 1. Total Unsecured or free assets is the difference between Total assets and Total secured assets. Total unsecured or free assets consists of Total Assets less the sum of Cash, Bank balances, Current accounts receivable from related parties, Payments made in advance, current, Non-current accounts receivable from related entities, and Identifiable intangible assets, gross, while Total secured assets relates to assets pledged as security. On the other hand, Total unsecured liabilities consist of the sum of Total current liabilities and Total non-current liabilities, less liabilities secured by collateral. As of June 30, 2016, this ratio was 1.57.

The undisbursed credit lines in Chile include the following covenants, whose definitions and calculation formulas are set out in the respective contract:

 

    Debt to Equity Ratio: A debt to equity ratio shall not be more than 1.3. Debt is defined as the sum of current and non-current interest-bearing borrowings, while Equity is the sum of Equity attributable to the shareholders of Enersis Américas and non-controlling interests. As of June 30, 2016, the debt to equity ratio was 0.5.

 

    Debt repayment capacity (Debt/EBITDA ratio): A debt to EBITDA ratio shall not be more than 3.5. Debt is defined as the sum of current and non-current interest bearing borrowings, while EBITDA is defined as operating income less depreciation and amortization expenses and impairment losses (or reversals) for the four moving quarters ended at the time of calculation. As of June 30, 2016, the Debt/EBITDA ratio was 1.57.

On the other hand, the Yankee bonds or any other debt of Enersis Américas on a stand-alone basis are not subject to financial covenants.

As of June 30, 2016, the most restrictive financial covenant for Enersis Américas was the Debt/EBITDA ratio with respect to local credit lines.

In Peru, the debt of Edelnor only has a single covenant:

 

    Local bonds whose outstanding amount as of June 30, 2016 was ThCh$225,885,028 and final maturity in January 2033, are subject to Debt to Equity Ratio which is calculated by dividing Total liabilities less deferred liabilities by Equity.

On the other hand, the debt of Edegel includes the following covenants:

 

    Local bonds whose outstanding amount as of June 30, 2016 was ThCh$49,725,445 and final maturity in January 2018, are subject to Debt to Equity Ratio which is calculated by dividing Debt less cash by Equity.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Finance lease agreement with Banco Scotiabank whose outstanding amount as of June 30, 2016 was ThCh$19,190,035 and final maturity in March 2017, is subject to the Debt ratio calculated by dividing Debt by Equity and the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA.

 

    Bank borrowings of Chinango, a Edegel’s subsidiary, with Bank of Nova Scotia, whose outstanding amount as of June 30, 2016 was ThCh$5,586,543 and final maturity in January 2019, is subject to the covenants, calculated on an stand-alone basis, Debt to Equity Ratio calculated by dividing Net debt less Cash by Net Equity and Debt Repayment Capacity calculated by dividing Debt by EBITDA.

 

    As of June 30, 2016, the most restrictive financial covenant for Edegel was the Debt to Equity Ratio corresponding to the financial lease agreement with Banco Scotiabank.

Finally, in Peru, the debt of Piura includes the following covenants:

 

    Finance lease arrangement with Banco de Crédito del Perú whose outstanding amount as of June 30, 2016 was ThCh$42,940,595 and final maturity in June 2020, is subject to the covenants, Debt Repayment Capacity Ratio calculated by dividing Cash Flows for Debt Service by Debt Service, and Debt to Equity Ratio calculated by dividing Total liabilities less Deferred Liabilities by Equity.

 

    Finance lease arrangement with Banco Scotiabank whose outstanding amount as of June 30, 2016 was ThCh$14,241,287 and final maturity in June 2022 and is subject to the same financial covenants as those for the finance lease arrangement with Banco de Crédito del Perú.

 

    As of June 30, 2016, the most restrictive financial covenant for Piura was the Debt to Equity Ratio.

In Brazil, the debt of Ampla includes the following covenants:

 

    Sixth and Seventh local bond issue whose outstanding amount as of June 30, 2016 was ThCh$128,007,392 and final maturity in June 2019, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA and the Debt Coverage Ratio calculated by dividing Debt by Interest Expense.

 

    Eighth local bond issue whose outstanding amount as of June 30, 2016 was ThCh$65,897,592 and final maturity in July 2019, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA and Debt to Equity Ratio calculated by dividing Debt by Net Equity.

 

    Loan with Banco Nacional de Desenvolvimiento (“BNDES”) whose outstanding amount as of June 30, 2016 was ThCh$133,181,503 and final maturity in June 2023, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA and the Debt to Equity Ratio calculated by dividing Debt by Net Equity.

 

    Loan with Banco Citibank whose outstanding amount as of June 30, 2016 was ThCh$24,589,110 and final maturity in December 2018, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA and the Debt to Equity Ratio calculated by dividing Debt by Net Equity.

 

    As of June 30, 2016, the most restrictive financial covenant for Ampla was the Debt/EBITDA ratio corresponding to the local bonds and bank borrowings with BNDES and Citibank.

In addition, the debt of Coelce includes the following covenants:

 

    Loan with Electrobrás and Banco do Brasil whose outstanding amount as of June 30, 2016 was ThCh$71,336,829 and final maturity in October 2023, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA.

 

    Loan with BNDES and Banco Itaú whose outstanding amount as of June 30, 2016 was ThCh$78,999,162 and final maturity in June 2023, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA and Debt to Equity Ratio calculated by dividing Debt and Net Equity.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    Third local bond issue whose outstanding amount as of June 30, 2016 was ThCh$99,541,327 and final maturity in October 2018, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA and the Debt Coverage Ratio calculated by dividing EBITDA by Interest Expense.

 

    As of June 30, 2016, the most restrictive financial covenant for Coelce was the Debt/EBITDA ratio corresponding to the third local bond issue.

Finally, in Brazil, the debt of Cien includes the following covenants:

 

    Syndicated Loan, whose outstanding amount as of June 30, 2016 was ThCh$4,345,688 and final maturity in June 2020, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA and the Debt to Equity Ratio calculated by dividing Debt by Net Equity.

 

    As of June 30, 2016, the most restrictive financial covenant for Cien was the Debt to Equity Ratio.

In Argentina, the debt of Hidroeléctrica El Chocón S.A. (“El Chocón”) includes the following covenants:

 

    Syndicated Loan, whose outstanding amount as of June 30, 2016 was ThCh$766,796 and final maturity in September 2016, is subject to the following covenants: Maximum Debt denominated in Argentine pesos ratio, Maximum Debt denominated in Foreign Currency ratio, Debt to Equity ratio and Debt Repayment Capacity ratio calculated by dividing Debt by EBITDA.

 

    As of June 30, 2016, the most restrictive financial covenant for El Chocón was the Debt to Equity Ratio.

In Colombia, the debt of Empresa Generadora de Energía Eléctrica S.A. (“Emgesa”) includes the following covenants:

 

    Loan with the Bank of Tokyo whose outstanding amount as of June 30, 2016 was ThCh$29,605,766 and final maturity in June 2017, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA. However, the obligation to comply with this covenant is subject to a downgrade in the credit rating of Emgesa that could result in losing is Investment Grade quality, as stated in the debt agreement. As of June 30, 2016, the covenant was not triggered.

Also, in Colombia, the debt of Codensa S.A. (“Codensa”) includes the following covenant:

 

    Loan with the Bank of Tokyo whose outstanding amount as of June 30, 2016 was ThCh$83,358,737 and final maturity in June 2021, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA.

All of our subsidiaries not mentioned in this note are not subject to compliance with financial covenants.

Lastly, in most of the contracts, debt acceleration for non-compliance with these covenants does not occur automatically but is subject to certain conditions, such as a cure period.

As of June 30, 2016 and December 31, 2015, neither Enersis Américas nor any of its subsidiaries were in default under their financial obligations summarized herein or other financial obligations whose defaults might trigger the acceleration of their financial commitments.

32.5 Other Information (Unaudited)

Central Costanera S.A.

 

   

On July 17, 2015, and in force as of the economic transactions corresponding to February 2015, Resolution S.E. No. 482/2015 was enacted which, among other aspects updated the remuneration of the MEM’s generating agents of thermal conventional type or hydraulic national (with the exception of the hydraulic bi-national), replacing to this end Schedules I, II, III, IV and V of Resolution S.E. No.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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529/14, and including a new remuneration concept that is the Investment Writ FONINVEMEM 2015-2018, which application is from February 2015 until December 2018, for those generating companies participating in investment projects approved or to be approved by the Secretary of Energy. In this context, each generation unit built within the framework of the FONINVEMEM 2015-2018 investments is granted a Direct FONINVEMEM 2015-2018 Remuneration equal to 50% of the Direct Additional Remuneration for a period of up to 10 years from its commercial implementation.

On June 5, 2015, our generating subsidiaries in Argentina entered into the “Agreement of Management and Operation of Projects to Increase the Availability of Thermal Generation and Adjustment of the Generation Remuneration 2015-2018”, hereinafter FONINVEMEM 2015-2018, and adhered to all the terms established in such agreement on July 2, 2015. Adhering includes the irrevocable commitment to participate in the formation of FONINVEMEM 2015-2018, undertaking according to point 3.2.v of the Agreement to contribute with the Sales Statements with a Maturity to be defined (LVFVD) and/or Collectibles accrued or to be accrued during the entire period between February 2015 and December 2018 not previously committed to similar programs, together with all unused Collectibles. Both the Secretary of Energy and the generating agents that adhered to the Agreement maintain the right to consider this Agreement lawfully terminated if during the 90 days indicated in point 9 of the Agreement the corresponding supplementary agreements are not entered into.

By adhering to such Agreement generating companies will participate, together with other Generating Agents, in the construction of a Combined Cycle of about 800 MW +/- 15%, which shall generate both with natural gas and with gasoil and biodiesel. The new combined cycle will be subject to bidding in order to be implemented no longer than 34 months after the work is granted.

Notwithstanding the above, our subsidiary in Argentina Central Costanera still shows a deficit in its working capital, causing difficulties to its financial balance in the short term which compromises its future capability to continue operating as a company and to recover assets. Central Costanera expects to revert the current situation provided that there is a favorable resolution on the requests made to the National Government of Argentina.

 

    On March 18, 2015, the Undersecretary of Electric Energy issued its Note SS.EE. 476/2015, which establishes the procedure to coordinate the remuneration according to Resolution SE No. 95/2013 and the Availability Agreements for Combined Cycles and Turbosteam entered into between Central Costanera and CAMMESA, as from February 2014. As established in the above, Central Costanera shall temporarily relinquish to receive the Additional Remuneration Trust established Res. SE. No. 95/2013, its amendments and supplements which were already undertaken, as well as the Remuneration for Non Recurrent Maintenance as established in Res. SE No. 529/2014, its amendments and supplements.

The procedure implies the reversal of the deductions made and applied to the Company as established in notes S.E. No. 7594/2013 and No. 8376/2013, as from the validity of this standard. Since the economic transaction in the month of January, 2015, the concepts relinquished by the Company shall be applied to the compensation funds transferred by CAMMESA to the Company as of that date to perform the tasks provided for in the agreements. In case the amount accrued for this concept it not enough to offset the total funds transferred by CAMMESA to the Company, they shall be accrued in a special account “Available Agreements Account”.

On June 29, 2015, the Secretary of Energy issued note S.E. No.1210/2015 instructing CAMMESA on the method to adapt the conditions on remunerate as stated in the corresponding terms of the Availability Agreements for Combined Cycles and Turbosteam, taking into account the concepts defined in resolutions SE No. 95/2013 and SE No. 529/2014 and also the current applicable regulations.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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On July 3, 2015, the Company entered into the addendum with CAMMESA to the Availability Agreements for Combined Cycles and Turbosteam. The terms of these Agreements and the amendments made by the addendum regulate the agreement between the parties and they shall be understood as entirely valid until the validity term established in such agreements expires.

As a consequence of the above, during the fiscal year 2015 a decrease of Ar$14,418,986 (ThCh$1,020,869) was recognized in revenues from sales and a net loss of Ar$59,225,685 (ThCh$4,193,197) in other operating income / expense. At the end of the reporting period the concepts relinquished by the Company based on the addendas to the contracts were approximately Ar$551,587,099 (ThCh$24,468,553).

On March 30, 2016, the Secretary of Electrical Energy through Resolution No. 22/2016 increased the remuneration established in Resolution No. 482/2015, replacing to that end Schedules I, II, III, IV, V, VI and VII of such resolution. The increases were applied to the remuneration concepts that are charged by the energy generating companies. The increases in the remuneration for fixed costs are applicable to the thermal power plants (70% increase) and hydroelectrical power plants (120% increase). For the remuneration of variable costs an increase of 40% is applicable to both thermal and hydroelectrical generating companies. The non-recurrent maintenance remuneration was increased in 60% for thermal and 25% for hydroelectrical, respectively. The additional remuneration was not increased. The resolution is applicable retrospectively to February 2016, and is a temporary measure until a new regulatory framework is announced by the government.

 

    In December 2014, the Vuelta de Obligado (“VOSA”) thermal plant started to operate it open cycle with two gas turbines of 270 MW each, it is expected the closing as combined cycle of high efficiency in October 2016.

In accordance with a technical report issued by VOSA’s authorities, the gas turbines have passed all operational tests and have functioned properly. There is still pending to nationalize very few components to complete stage two, and there is certainty that the works will be completed and implemented in 2016.

Based on above, in December 2015, were accounted for the effects of the redenomination to U.S. dollar of the receivables previously denominated in Argentine pesos, resulting in the recognition of the following income:

 

    Exchange difference for redenomination to U.S. dollar of the receivables at an exchange rate lower than the closing exchange rate of 2015 for Ar$1,323,430,283 (ThCh$93,699,288) in Chocón; Ar$129,092,580 (ThCh$9,139,796) in Costanera; and Ar$546,902,547 (ThCh$38,720,876) in Dock Sud.

 

    Interest accrued between the maturity date of each Sales Settlements with Unspecified Due Dates (“LVFVD” in its Spanish acronym) contributed to the VOSA project and the execution date of the Agreement, at the interest rate that CAMMESSA obtain from its financial investments, capitalized and redenominated to U.S. dollar as discussed above, for a total of Ar$49,797,906 (ThCh$3,525,708) in Chocón.

 

    Interest accrued on redenominated to U.S. dollar receivables, once included the interests mentioned in the preceding paragraph, at an interest rate LIBOR 30 days + 5%, for a total of Ar$493,816,698 (ThCh$34,962,380) in Chocón; Ar$43,989,703 (ThCh$3,114,485) in Costanera; and Ar$218,604,914 (ThCh$15,477,298) in Dock Sud.

According to a technical report issued by VOSA in December 2015, gas turbines in the simple cycle power plant had passed all performance tests and their operational performance was outstanding. At 2015 year end it only remained very few components and equipment pending to be imported in order to complete the second stage of the construction (combined cycle power plant). Therefore, it was concluded that there existed certainty about the completion of the whole project.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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On February 12, 2016 General Electric International Inc. (GE), the supplier in charge of the plant construction, made a claim to the VOSA Trust for the recognition of cost increases. The first stage of the negotiation between both parties has ended without reaching an agreement between them. In any case, GE has not called for the arbitration stage, as allowed by agreement. VOSA believes that such claims are unfounded and unjustified. Notwithstanding the foregoing, the claim could have an impact on the timing of completion of the construction second phase of the project, and GE may incur in milestones breaches of the work-plan agreed. VOSA, acting on behalf of the Trust VOSA, is executing contractual guarantees against such breaches. Nevertheless, the opinion of the management of the Company, is that although this situation could eventually have an impact on the initial timeline set for completion of the project, it does not affect the completion of the second phase of the project itself.

 

    On July 25, 1990, the Italian Government authorized MedioCredito Centrale to grant a financial loan to the Government of the Republic of Argentina of up to US$ 93,995,562 aimed to finance the acquisition of assets and the delivery of services of Italian origin, used in the restoration of four groups at the thermal station owned by Servicios Eléctricos del Gran Buenos Aires (“SEGBA”) (Electric Services for Great Buenos Aires). This credit financed the acquisition of assets and services included in the Work Order No. 4322 (the “Order”) issued by SEGBA in favor of a consortium headed by Ansaldo S.p.A. from Italy.

According to the terms of the “Contract related to the Work Order No. 4322”: (i) SEGBA granted to Central Costanera S.A. a power to manage the execution of the services contained in the Order, and it performed the works and services that according to the Order corresponded to SEGBA; and (ii) Central Costanera S.A. undertook to pay to the Secretary of Energy of the Nation (the “Secretary of Energy”) the capital instalments plus interests originated by the loan granted by MedioCredito Centrale, at an annual rate of 1.75% (the “Contract”).

As a collateral for the compliance with the economic obligations undertaken by Central Costanera S.A., the buyers set up a pledge over the total shares owned by them. In the event of non-compliance which provokes the execution of the collateral, the Secretary of Energy will be entitled to immediately proceed with the sale of the pledged shares through a public bid, and it could exercise the political rights corresponding to the pledged shares.

By reason of application of Law No. 25.561, Decree No. 214/02 and its regulatory stipulations, the payment obligation by Central Costanera S.A. resulting from the Contract and subject to the Argentinian legislation was mandatorily converted into pesos, at a ratio of one peso equivalent to one dollar of the United States, plus the application of the stabilization reference coefficient (“CER”), maintaining the original interest rate of the obligation.

On January 10, 2003, the National Executive Power enacted Decree No. 53/03 which amended Decree No. 410/02 by incorporating a paragraph j) in its first article. By means of this standard, the obligation to deliver funds in foreign currency to the province states, municipalities, companies of the public and private sector and the National Government originated by subsidiary or other nature loans and guarantors originally financed by multilateral credit organizations, or originated by liabilities assumed by the National Treasury and refinanced with external creditors is exempt from the mandatory conversion into pesos.

Central Costanera S.A. considers that the loan resulting from the Contract does not match with any of the assumptions provided for in Decree No. 53/03, and even if it did, there are solid grounds to consider Decree No. 53/03 unconstitutional since it evidently violates the principle of equality and the right of property as established in the National Constitution.

On May 30, 2011, the Company repaid the last instalment of the loan’s capital and notified this fact to the Secretary of Energy and to the Secretary of Finance and, even if as of the date of these financial statements the Secretary of Energy has not made any claim for the payments effected by Central Costanera S.A., on

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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October 22, 2015 we received a letter from the Secretary of Finance—Directorate for the Administration of the Public Debt, which indicates that the Ministry of Economy and Public Finance included the balance of the debt for the financial credit with MedioCredito Centrale in the agreement entered into with the Club of Paris creditors on April 30, 2014. According to the letter, the Secretary also claims from Costanera the reimbursement of US$5,472,703.76 without providing grounds for such request.

As a result, Costanera rejected the indicated requirement indicating, among other, that (i) it does not have a debt related to the Contract since on May 30, 2011, the Company repaid the last instalment of it and notified such circumstance to the Secretary of Energy and to the Secretary of Finance, (ii) the creditor has not expressed any caution to the Contract payments derived from the mandatory conversion into pesos imposed by the Argentinian legislation, and (iii) notwithstanding the fact that the Company does not acknowledge the terms of the agreement entered into with the Club of Paris creditors, the decisions of the Argentinian Government regarding the debt with such organization are unrelated to the Company.

The Secretary of Finance, due to the rejection from Costanera, submitted the DADP Note No. 2127/2015 attaching Resolution DGAJ No. 257501 from the Ministry of Economy and Public Finance, insisting in the existence of the debt and requesting the Company to pay the claimed amounts. The Company filed a hierarchy appeal so as to the Minister of Economy and Public Finance revoke the petition of the note due to lack of legitimacy.

On January 28, 2015, at the Extraordinary Shareholders Meeting it was approved the amendment to Article 1 of Costanera’s by-laws, changing its corporate name to “Central Costanera S.A.”. On March 28, 2016, the National Stock Commission approved the corporate name’s change and submitted the file to register the by-laws amendment with the Justice General Inspection, which was formally registered under number 10,302 of Book 79 of Stock Corporations on June 9, 2016.

Edesur S.A.

 

    On July 12, 2012, the ENRE through Resolution No. 183/2012 appointed Luis Miguel Barletta as observer in Edesur, in charge of overseeing and controlling the current administrative actions and delivery related to the normal service rendering by the Company. The appointed observer would be in office for a 45-day renewable term. On July 20, 2012, the Company filed a writ of reconsideration with appeal against Resolution ENRE No. 183/2012. The same has rejected the grounds of the Resolution, stating and showing the financial and economic constraints to which Edesur has been subject for years by the ENRE and other authorities due to their denial to reflect in tariffs the greater costs or the values that must derive from an integral tariff review, or to offer other revenues for the service. The observer function was extended by means of Resolutions ENRE No. 246/2012, No. 337/2012 and No. 34/2013, the Decision ENRE No. 25/2013, Resolution ENRE No. 243/13 and the Decision ENRE No. 2/2014 dated January 9, 2014, that extends such appointment for another 90 administrative working days, extendable. On January 30, 2014, the ENRE issues Resolution No. 31/2014 which given the new Board of Directors at the entity that appointed the engineer Ricardo Alejandro Martínez Leone as Chairman, also appoints the latter as observer at Edesur, in replacement of engineer Luis Miguel Barletta, for a 90 administrative working day term, extendable. The Decision ENRE No. 36/2014, dated June 17, 2014, extends for another 90 administrative working day term, extendable the appointment of engineer Martínez Leone as observer at Edesur. Decision ENRE No. 244/2014, dated September 3, 2014 appoints the accountant Rubén Emilio Segura to replace the engineer Martínez Leone as observer at Edesur, for a 90 administrative working day term, extendable. On April 22, 2015, the ENRE released Resolution No. 128/2015 extending such appointment for 90 administrative working day term. The writ of reconsideration and appeal filed against the mentioned resolution is maintained and extends to the resolutions by which the effects of the observer were extended.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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    On March 11, 2015, the Secretary of Energy issued Resolution No. 32/2015, which among other things: (i) approves a transitory increase for Edesur with validity as from February 1st, 2015 exclusively to pay for the energy acquired from the electricity market, salaries and assets and services supply; such increase, on account of the Integral Tariff Review (RTI) which to date has not been defined, arises from the difference between a theoretical tariff framework and the tariff framework in force for each category of user, according to the calculations of the Ente Nacional Regulador de la Electricidad (ENRE), which shall not be converted into tariff but it will be covered by means of transfers from CAMMESA with funds of the Argentine National Government; (ii) provided that as from February 1, 2015 the funds of the Program for Rational Use of Electric Energy (PUREE) shall be considered part of Edesur revenues, also on account of the RTI; (iii) confirms the procedure of the Cost Monitoring Mechanism (MMC) until January 31, 2015; and (iv) instructs CAMMESA to issue LVFVD in the amounts determined by the ENRE by virtue of the higher salary costs of the Company originated by the application of Resolution No. 836/2014 of the Secretary of Labor. In addition, Resolution No. 32/2015 allows for payment of remaining balances in favor of the Wholesale Electricity Market (MEM) by means of a payment plan to be defined and instructs ENRE to initiate actions prior to the RTI process. As a consequence of the above, during the year ended December 31, 2015, revenues were recognized for Ch$352,108 million, which are presented in the statement of comprehensive income as follows: for point (i), Ch$264,987 million in the line item “Other operating income” and Ch$644 million in the line “Financial income”; for point (ii), Ch$33,972 million within “Revenues” (Energy Sales); and for points (iii) and (iv), Ch$52,505 million in “Other operating income”. Although Resolution SE No. 32/2015 represents a first step towards the improvement of Edesur’s economic situation, investments will continue being financed through agreements with CAMMESA, as mechanisms allowing for repayment of the remaining balances in favor of the MEM have not been developed, and increases in revenues that contemplate future increases in the operational costs have not as yet been approved.

On the other hand and regarding the above, on June 29, 2015 the SE released its Note N° 1,208 by which it instructs CAMMESA on the method to calculate the debts maintained by Edesur with the MEM for the economic transaction of energy accrued as of January 31, 2015 and their offsetting with the credits arising from the application of the MMC. As a result, during the year ended December 31, 2015, net financial income was recognized for Ch$27,216 million. As of the date of these financial statements the indicated instructions is being implemented.

In accordance with Article 5 of Resolution No. 32/2015, the transitory increase approved was subsequently updated through Notes SE No. 2097 and 2157, on November 12 and 16 of 2015, respectively, as a result of the periodic monitoring performed by the ENRE over the operational cost trends of the Company.

Likewise, Edesur requested to the ENRE, the modification of the tariff table in the terms established in Articles No. 46 and 47 of Law 24,065 in order to reflect the amounts imposed of by Resolution of the Secretary of Labor (ST) No. 1906/2012 and the minute of meeting subscribed on February 26, 2013 with the national authorities and the Ministry of Labor, which defined the increases in the remuneration requested by the “Luz y Fuerza” Union for its own employees and those of the subcontractors. The ENRE rejected both requests; however, stated to intervene with the SE in the terms established in Resolution MPFIPyS No. 2000/2006, which is still pending of notice.

Lastly, on December 16, 2015, the new national authorities declared through Decree 134/2015, the emergency at the National Electrical Sector effective until December 31, 2017. The Decree instructed to the Ministry of Energy and Mining to elaborate and implement an action plan with the necessary activities for the generation, transmission and distribution segments within national jurisdiction, aimed to adapt the quality and safety of the energy supply and to ensure the rendering of electrical public services under appropriate technical and economic conditions.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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The delay in compliance with certain milestones established in the Agreement Act had an impact in the liquidity ratio. The Company believes that the adverse effects as a result of the lack in timely application of the rights for adjustment in its revenues will be reversed with the tariffs resetting.

On January 25, 2016, the Ministry of Energy and Mining (“MEyM” in its Spanish acronym) issued Resolution No. 6/2016 which approved the Summer Quarterly Re-Scheduling (“Reprogramación Trimestral de Verano”) applicable to the Wholesale Electricity Market (“MEM” in its Spanish acronym) and established the seasonal reference prices for energy and capacity for the February-April 2016 period.

Additionally, in order to move towards proper management of demand through incentives for saving and rational use of electricity of residential end users (“Plan Estímulo”), implemented through the MEM, an incentive system that will result in a mechanism of decreasing energy prices as counterpart of the effort of each residential user to reduce unnecessary consumption, which will be determined by comparing the monthly energy consumption with the one recorded in the same month of 2015.

Moreover, given the social significance of the electricity service, the previously mentioned Resolution defines an energy volume at a price named Social Tariff (“Tarifa Social”), to be transferred at a minimum price to those included in the population of end users who, based on the criteria of classification communicated by the Ministry of Social Development of the Nation (“Ministerio de Desarrollo Social de la Nación”), lacks sufficient payment capacity to afford the general established prices.

Access to reduced wholesale prices for Social Tariff and incentive for saving are subject to the compliance with, in the case of distribution companies, the payment obligations in the MEM due from the effective date of this Resolution. Likewise, those distribution companies with outstanding debts with CAMMESA as of issuance date of the Resolution, as in the case of Edesur, shall agree to, in no less than 30 business days, a payment plan for the past due debt and, also, to ensure payment of its purchases in the MEM through transferring its accounts receivables or other equivalent alternative mechanism at CAMMESA’s satisfaction, so as to ensure both the collection on current billing and the payment of the installments in the agreement to sign related to the past due debt.

As of the date of issuance of these financial statements, the Company is assessing the effects of Resolution MEyM No. 6/2016.

Subsequently, on January 27, 2016, it was issued Resolution MEyM No. 7/2016 instruction ENRE to:

i. Adjust the VAD in the tariff tables of the Company, on account of the RTI within the framework of the Transitional Tariff Regime established in the Agreement Act (“Acta Acuerdo”).

ii. Apply a Social Tariff to the population of end users resulting from the application of certain eligibility criteria, namely: be a retiree or pensioner for an amount equivalent to twice minimum salary; employed persons in a dependency relationship earning a gross remuneration lower or equal to two minimum salaries; be beneficiary in social programs; be enrolled in the Social Monotributo Regime; be incorporated in the Social Security Special Regime for domestic service workers; receiving unemployment insurance; or have a disability certificate, being excluded from the benefit those owners of more than real estate, motor vehicles whose models are up to 15 years old, or luxury aircrafts and boats.

iii. Include in the tariff tables the saving of electrical energy plan as stated in Resolution MEyM No. 6/2016.

iv. Carry out all necessary activities to proceed to the RTI, which must be effective before December 31, 2016.

Furthermore, Resolution MEyM N° 7/2016 annulled the Energy Efficiency Program (“PUREE” in its Spanish acronym) from the effective date of the new tariff values and will cease the application of the planned projects financing mechanism by mutual loans with CAMMESSA.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Finally, the Resolution established that the dividend distribution must agree the Agreement Act, which subordinate to verification from the ENRE of compliance with the investment plan.

On January 29, 2016, the ENRE issued Resolutions No. 1/2016 and No. 2/2016. The first resolution approves the tariff table for Edesur effective from the invoicing of meter readings subsequent to February 1, 2016. The second resolution terminates on January 31, 2016, the actual trust scheme for administer the funds from Resolution ENRE No.347/2012.

The aforementioned resolutions will have a significant effect in several business areas of Edesur. In addition, besides the increases in the invoiced amounts that have been reflected in revenues from sales, the resolutions lead to another significant effect in the updates of the amount of the fines that are adjusted in line with the changes in the valued added from distribution (VAD). During the six month period ended June 30, 2016, the update in the amount of fines resulted in a financial loss of ThCh$45,889,007 which is included as “Finance cost” in the consolidated statement of comprehensive income.

On March 21, 2016, the ENRE issued Resolution 31/2016 instructing Edesur to indemnify all of residential users that would have been affected by the energy supply interruption occurred during the period from February 12 to February 18 of 2016. The indemnification amount paid by Edesur was Ch$4,279 million, and was calculated based on the number of hours of energy disruption.

The delay in the compliance with certain milestones stated in the Agreement Act has affected the Liquidity Ratio. Edesur believes that the adverse effects resulting from the lack of timely application of the rights to adjust its revenues will be reversed through the new composition of the tariffs.

On April 5, 2016, the ENRE issued Resolutions No. 54 and No. 55. Resolution No. 54 approves the tender specifications for contracting the advisor for the RTI of Edesur.

On the other hand, Resolution No. 55 approves the 2016 program for the RTI. The resolution defines the criteria, methodology and workplan that Edesur will have to follow in order to carry out the tariff studies. In order to elaborate the tariff proposals, the ENRE will inform Edesur regarding the parameters for quality objectives and management, and also will inform the rate of return to be used in determining the own distribution cost. Lastly, it establishes September 5, 2016 as the deadline to issue the resolution to call for Public Audience.

On July 7, 2016, the Court Room II of the La Plata Federal Chamber under the legal action “Abarca, Walter José y otro con Estado Nacional Ministerio de Energía y Minería y otro según Amparo Ley 16.986” issued a preliminary injunction suspending for three months the application of the effects of Resolutions of the Ministry of Energy and Mining No.6/2016 and No7/2016 and Resolution ENRE No. 1/2016 for the Buenos Aires Province geographical area.

On July 15, 2016, the ENRE notified Edesur that beginning on that date and for a three-month period, unless the Supreme Court issued a resolution before that date, the tariffs and existent conditions as of January 31, 2016 will be applied. The application of the Social Tariff will also be delayed.

In addition, there are other legal proceedings pending resolution related to the same matter. In this context, Edesur S.A. is currently assessing the impacts of any resolution, as well as, the actions to be followed.

The Ministry of Energy and ENRE appeal to the preliminary injunction. On July 18, 2016, the ruling of the Court Room II of the La Plata Federal Chamber is still pending resolution.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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33. PERSONNEL FIGURES

Enersis Américas personnel, including that of subsidiaries and jointly-controlled companies in the five Latin American countries where the Group is present, is distributed as follows as of June 30, 2016 and December 31, 2015:

 

Country    06-30-2016 (Unaudited)          
  

Managers

and Main

Executives

     Professionals
and
Technicians
     Workers 
and 
Others
     Total      Average for
the Period
 

Chile

     10         50         7         67         209   

Argentina

     48         3,752         1,170         4,970         4,880   

Brazil

     25         2,107         426         2,558         2,623   

Peru

     43         889         —           932         937   

Colombia

     36         1,559         27         1,622         1,622   

Total

     162         8,357         1,630         10,149         10,271   

 

Country    12-31-2015          
   Managers 
and Main 
Executives
     Professionals
and
Technicians
     Workers 
and 
Others
     Total      Average for 
the Period
 

Chile

     68         1,911         266         2,245         2,364   

Argentina

     46         3,609         1,168         4,823         4,724   

Brazil

     26         2,174         459         2,659         2,686   

Peru

     42         889         —           931         941   

Colombia

     36         1,480         28         1,544         1,633   

Total

     218         10,063         1,921         12,202         12,348   

It is important to note that Enersis Américas’ operations in Chile, beginning on March 1, 2016, are part of the new company named Enersis Chile (See Note 3.j and 5.1), which is being held for distribution to owners.

 

34. SANCTIONS

There are no sanctions that could materially affect the financial statements as of June 30, 2016 (Unaudited) and December 31, 2015.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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35. ENVIRONMENT

Environmental expenses for the six month periods ended June 30, 2016 and 2015, are as follows:

 

Company

Incurring

the Cost

  Project   Description  

Project

Status

  06-30-2016 (Unaudited)     2015  
        Costs
incurred
    Capitalized
cost
    Expense
amount
   

Costs to
be incurred

in the
future

    Estimate
date of
incurring
cost
    Total
expenditures
    Costs
incurred
in prior
period
 
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  
EMGESA   Environmental resource management HIDRA   Environmental partner plan—Thermal power plants   In progress     333,407        333,407        —          —          —          333,407        333,407   
    Environmental partner plan—Hydro power plants   In progress     35,434        35,434        —          —          —          35,434        35,434   
EDEGEL   Preventing activities   Biodiversity protection, sewage water treatment   In progress     20,914        —          20,914        113,603        12-31-2016        134,517        136,453   
  Landscaping and gardens   Gardens, landscaping and fauna maintenance   In progress     66,245        —          66,245        56,570        12-31-2016        122,815        134,726   
  Environmental monitoring   Air and climate protection, noise reduction, protection from radiation   In progress     112,181        —          112,181        24,183        12-31-2016        136,364        138,326   
  Waste management   Hazardous waste management   In progress     107,628        —          107,628        1,223        12-31-2016        108,851        86,862   
  Environmental studies   Environmental studies   In progress     2,087        —          2,087        34,832        12-31-2016        36,919        37,450   
  Mitigation and restoration   Soil and water protection and recovery   In progress     —          —          —          18,600        12-31-2016        18,600        28,302   
CHINANGO    Preventing activities   Biodiversity protection, sewage water treatment   In progress     —          —          —          5,283        12-31-2016        5,283        83,002   
  Landscaping and gardens   Gardens, landscaping and fauna maintenance   In progress     5,186        —          5,186        2,564        12-31-2016        7,750        7,861   
  Environmental monitoring   Air and climate protection, noise reduction, protection from radiation   In progress     152,921        —          152,921        64,054        12-31-2016        216,975        75,411   
  Waste management   Hazardous waste management   In progress     22,499        —          22,499        24,001        12-31-2016        46,500        47,170   
  Environmental studies   Environmental studies   In progress     765        —          765        17,835        12-31-2016        18,600        18,868   
  Mitigation and restoration   Soil and water protection and recovery   In progress     —          —          —          9,300        12-31-2016        9,300        9,434   
  Impact compensations   Compensations, increasing gardens   In progress     —          —          —          3,664        12-31-2016        3,664        3,716   
EDESUR   Contaminating material   Contaminating material management   In progress     33,297        —          33,297        —          —          33,297        26,773   
CODENSA   PCBS dismantling   Dismantling transformers with PCb residues   In progress     196,635        196,635        —          1,188,545        12-31-2017        1,385,180        7,536   
  Nueva esperanza environmental compensation   Environmental compensation for construction of Nueva Esperanza substation   In progress     174,231        174,231        —          —          12-31-2019        174,231        355,000   
  Nueva esperanza environmental compensation   Environmental compensation for construction of Nueva Esperanza substation   In progress     452,865        452,865        —          —          12-31-2019        452,865        —     
  Nueva Esperanza archaeological rescue   Rescue of archaeological B.C. remains of culture Herrera at substation Nueva Esperanza construction site   In progress     38,188        38,188        —          —          09-30-2016        38,188        199,431   
        Total         1,754,483        1,230,760        523,723        1,564,257                3,318,740        1,765,163   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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Company
Incurring the
Cost
  Project   Description   Project
Status
  06-30-2015 (Unaudited)     2014  
        Costs
incurred
    Capitalized
cost
    Expense
amount
    Costs to be
incurred in
the future
    Estimate
date of
incurring
cost
    Total
expenditures
    Costs
incurred in
prior
period
 
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

EMGESA

 

El Quimbo hydro electrical plant project

 

Environmental management—El Quimbo plant construction

  In progress     39,987,062        39,987,062        —          11,536,207        12-31-2015        51,523,269        25,597,912   
  Environmental resource management HIDRA   Plants environmental resource management   In progress     115,659        115,659        —          —          —          115,659        309,039   

EDEGEL

 

Preventing activities

 

Biodiversity protection, sewage water treatment

  In progress     50,705        —          50,705        85,748        12-31-2015        136,453        76,405   
  Landscaping and gardens   Gardens, landscaping and fauna maintenance   In progress     61,449        —          61,449        73,277        12-31-2015        134,726        177,830   
  Environmental monitoring   Air and climate protection, noise reduction, protection from radiation   In progress     64,600        —          64,600        73,726        12-31-2015        138,326        156,570   
  Waste management   Hazardous waste management   In progress     64,885        —          64,885        21,977        12-31-2015        86,862        206,909   
  Environmental studies   Environmental studies   In progress     18,123        —          18,123        19,327        12-31-2015        37,450        16,722   
  Mitigation and restoration   Soil and water protection and recovery   In progress     2,485        —          2,485        25,817        12-31-2015        28,302        8,045   
  Impact compensations   Compensations, increasing gardens   In progress     —          —          —          4,659        12-31-2015        4,659        6,823   

CHINANGO 

 

Preventing activities

 

Biodiversity protection, sewage water treatment

  In progress     67,040        —          67,040        83,002        12-31-2015        150,042        5,974   
  Landscaping and gardens   Gardens, landscaping and fauna maintenance   In progress     3,481        —          3,481        4,381        12-31-2015        7,861        5,935   
  Environmental monitoring   Air and climate protection, noise reduction, protection from radiation   In progress     52,133        —          52,133        23,278        12-31-2015        75,411        239,904   
  Waste management   Hazardous waste management   In progress     15,941        —          15,941        31,229        12-31-2015        47,170        31,460   
  Environmental studies   Environmental studies   In progress     —          —          —          18,868        12-31-2015        18,868        5,229   
  Mitigation and restoration   Soil and water protection and recovery   In progress     —          —          —          9,434        12-31-2015        9,434        4,398   
  Impact compensations   Compensations, increasing gardens   In progress     —          —          —          3,716        12-31-2015        3,716        49,390   

EDESUR

 

Recovery of transformers

 

Environmental investment project

  In progress     22,531        —          22,531        —          12-31-2015        22,531        8,020   
  Contaminating material   Contaminating material management   In progress     26,773        26,773        —          —          12-31-2015        26,773        —     

CODENSA

 

PCBS dismantling

 

Dismantling transformers with PCb residues

  In progress     7,536        7,536        —          —          12-31-2015        7,536        —     
  Nueva esperanza environmental compensation   Environmental compensation for construction of Nueva Esperanza substation   In progress    
355,000
  
    355,000        —          —          12-31-2015        355,000        688,848   
  Nueva Esperanza archaeological rescue   Rescue of archaeological B.C. remains of culture Herrera at substation Nueva Esperanza construction site   In progress     199,431        199,431        —          —          12-31-2015        199,431        —     
          Total        41,114,833     40,691,462     423,371     12,014,648            53,129,481     27,595,412  

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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36. FINANCIAL INFORMATION ON SUBSIDIARIES, SUMMARIZED

As of June 30, 2016 and December 31, 2015, summarized financial information of our principal subsidiaries prepared under IFRS is as follows:

 

   

06-30-2016 (Unaudited)

 

 
    Financial
Statements
  Current
Assets
    Non-Current
Assets
    Total Assets     Current
Liabilities
    Non-Current
Liabilities
    Equity     Total
Liabilities
and Equity
    Revenue     Raw
Materials
and
Consumables
Used
    Contribution
Margin
    Gross
Operating
Income
    Operating
Income
    Financial
Results
    Income
Before
Taxes
    Income
Taxes
    Profit
(Loss)
    Other
Comprehensive
Income
    Total
Comprehensive
Income
 
      ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chilectra Américas S.A.

  Consolidado     37,334,992        504,303,909        541,638,901        1,148,687        —          540,490,214        541,638,901        —          —          —          (731,142     (731,142     1,120,105        5,996,990        1,144,401        7,141,391        65,210,962        72,352,353   

Inversiones Distrilima S.A.

  Separado     19,249,574        48,449,203        67,698,777        70,769        —          67,628,008        67,698,777        —          —          —          (1,946     (1,946     536,075        11,448,301        (149,578     11,298,723        (2,253,094     9,045,629   

Empresa de Distribución Eléctrica de Lima Norte S.A.A.

  Separado     112,057,097        676,389,640        788,446,737        194,537,498        276,460,468        317,448,771        788,446,737        309,706,464        (208,470,846     101,235,618        77,327,076        60,724,729        (7,547,591     53,181,975        (15,744,152     37,437,823        (10,620,781     26,817,042   

Endesa Américas S.A.

  Separado     55,528,005        1,075,099,838        1,130,627,843        14,702,661        24,435        1,115,900,747        1,130,627,843        —          —          —          (2,718,229     (2,718,229     1,911,871        58,442,614        1,451,419        59,894,033        (4,895     59,889,138   

Endesa Argentina S.A.

  Separado     1,350,460        26,555,655        27,906,115        132,948        —          27,773,167        27,906,115        —          —          —          (38,125     (38,125     336,151        298,026        (104,326     193,700        (6,447,036     (6,253,336

Central Costanera S.A.

  Separado     33,387,444        132,740,097        166,127,541        108,069,277        46,486,047        11,572,217        166,127,541        45,372,111        (2,247,766     43,124,345        19,395,597        10,592,503        (12,867,605     (2,133,370     1,801,889        (331,481     (2,960,630     (3,292,111

Hidroeléctrica El Chocón S.A.

  Separado     52,257,745        213,354,205        265,611,950        71,102,749        53,493,931        141,015,270        265,611,950        16,407,191        (1,805,308     14,601,882        11,223,378        10,224,234        22,545,381        33,281,774        (11,480,424     21,801,350        (30,144,954     (8,343,604

Emgesa S.A. E.S.P.

  Separado     180,966,352        1,827,667,647        2,008,633,999        373,765,910        912,347,449        722,520,640        2,008,633,999        432,998,341        (171,489,068     261,509,273        233,462,966        211,913,727        (48,805,952     163,149,565        (67,046,529     96,103,036        23,236,816        119,339,852   

Generandes Perú S.A.

  Separado     578,194        217,505,849        218,084,043        3,744        —          218,080,299        218,084,043        0        —          0        (3,917     (3,917     15,373        3,204,742        1,701        3,206,443        (7,654,624     (4,448,181

Edegel S.A.A.

  Separado     147,240,877        692,721,019        839,961,896        122,692,645        163,234,205        554,035,046        839,961,896        188,524,522        (84,775,820     103,748,702        85,286,040        65,140,356        (3,521,382     66,257,487        (18,135,191     48,122,296        (16,974,712     31,147,584   

Chinango S.A.C.

  Separado     9,511,266        107,368,911        116,880,177        7,008,056        36,850,025        73,022,096        116,880,177        19,484,855        (4,291,015     15,193,840        13,015,056        11,447,943        (296,663     11,151,280        (3,212,671     7,938,609        (1,762,632     6,175,977   

Enel Brasil S.A.

  Separado     187,311,737        857,571,804        1,044,883,541        84,743,381        8,147,844        951,992,316        1,044,883,541        —          (3,133     (3,133     (12,561,130     (12,602,220     21,531,502        67,892,029        9,942,356        77,834,385        118,402,947        196,237,332   

Central Generadora Termoeléctrica Fortaleza S.A.

  Separado     55,595,043        131,923,820        187,518,863        62,662,627        753,072        124,103,164        187,518,863        75,815,975        (44,021,930     31,794,045        27,881,725        25,267,691        47,842        25,315,533        (8,869,514     16,446,019        17,633,153        34,079,172   

Centrais Elétricas Cachoeira Dourada S.A.

  Separado     56,178,478        88,697,975        144,876,453        46,753,596        1,003,659        97,119,198        144,876,453        80,189,164        (33,920,272     46,268,893        42,338,603        40,041,955        2,238,263        42,280,217        (14,450,231     27,829,986        13,649,001        41,478,987   

Compañía de Interconexión Energética S.A.

  Separado     36,551,109        200,696,285        237,247,394        57,560,103        26,759,592        152,927,699        237,247,394        23,738,863        (1,024,288     22,714,575        20,368,776        15,294,324        (4,483,764     10,810,560        (3,708,016     7,102,544        18,894,201        25,996,745   

Compañía de Transmisión del Mercosur S.A.

  Separado     11,779,677        741,678        12,521,355        9,421,281        17,964,741        (14,864,667     12,521,355        552,591        —          552,591        357,177        305,963        (4,226,609     (3,920,647     —          (3,920,647     2,953,259        (967,388

Compañía Energética Do Ceará S.A.

  Separado     350,281,785        660,239,453        1,010,521,238        264,368,731        269,203,523        476,948,984        1,010,521,238        352,482,290        (229,350,481     123,131,808        77,389,013        56,126,760        (7,140,166     48,986,594        (8,053,154     40,933,440        56,636,342        97,569,782   

EN-Brasil Comercio e Servicios S.A.

  Separado     3,836,127        2,609,978        6,446,105        6,153,060        —          293,045        6,446,105        2,833,409        (1,652,664     1,180,745        (541,651     (645,208     (27,157     (672,365     15,657        (656,708     61,532        (595,176

Ampla Energía E Servicios S.A.

  Separado     426,289,466        1,212,631,014        1,638,920,480        352,119,779        789,843,927        496,956,774        1,638,920,480        382,065,374        (263,390,602     118,674,772        44,539,710        8,612,654        (42,804,908     (34,192,254     10,640,970        (23,551,284     60,351,724        36,800,440   

Compañía Distribuidora y Comercializadora de Energía S.A.

  Separado     176,717,711        890,150,988        1,066,868,699        307,096,172        278,203,743        481,568,784        1,066,868,699        444,158,444        (254,460,405     189,698,040        148,224,297        120,069,484        (15,943,784     104,345,628        (44,031,203     60,314,424        14,728,489        75,042,913   

Inversora Codensa S.A.

  Separado     498        64        562        21        —          541        562        —          —          —          (13     (13     —          (13     (4     (17     7        (10

Empresa Distribuidora Sur S.A.

  Separado     208,502,387        410,042,904        618,545,291        455,478,173        145,222,369        17,844,749        618,545,291        340,563,296        (138,706,283     201,857,013        78,486,303        70,642,892        (75,356,799     (4,697,817     (564,613     (5,262,430     (5,149,895     (10,412,325

Generalima, S.A.C.

  Separado     5,691,512        48,494,600        54,186,112        20,323,677        7,828,102        26,034,333        54,186,112        997        —          997        (237,363     (237,969     (484,775     (722,744     —          (722,744     (933,741     (1,656,485

Endesa Cemsa, S.A.

  Separado     19,212,222        114,446        19,326,668        17,831,608        —          1,495,060        19,326,668        1,049,551        (92,660     956,891        (43,665     (85,090     (549     (65,379     (22,417     (87,796     (364,590     (452,386

Grupo Dock Sud, S.A.

  Consolidado     50,473,908        110,873,911        161,347,819        38,084,398        51,733,795        71,529,626        161,347,819        55,523,795        (40,623,465     14,900,330        10,347,868        4,389,593        6,988,400        11,458,381        (3,990,256     7,468,125        (15,808,404     (8,340,279

Eléctrica Cabo Blanco, S.A.C.

  Consolidado     56,682,035        93,338,164        150,020,199        20,519,237        55,399,079        74,101,883        150,020,199        34,090,209        (16,070,109     18,020,100        14,443,260        11,619,250        (963,955     10,651,667        (3,098,799     7,552,869        (1,946,742     5,606,127   

Grupo Distrilima

  Consolidado     118,604,818        676,389,640        794,994,458        181,906,415        276,460,468        336,627,575        794,994,458        309,706,464        (208,470,846     101,235,618        77,325,131        60,722,783        (7,011,517     53,716,104        (15,893,730     37,822,374        (11,267,688     26,554,686   

Grupo Endesa Américas

  Consolidado     448,467,800        3,531,896,617        3,980,364,417        665,019,307        1,210,941,771        2,104,403,339        3,980,364,417        466,291,973        (168,410,349     297,881,624        246,721,393        211,440,480        (48,091,320     188,952,328        (55,731,434     133,220,894        172,139,710        305,360,604   

Grupo Enel Brasil

  Consolidado     959,296,766        2,334,635,926        3,293,932,692        717,317,258        900,875,904        1,675,739,530        3,293,932,692        823,895,693        (479,079,557     344,816,135        199,998,809        132,558,865        (39,178,818     93,380,047        (14,484,172     78,895,875        214,828,485        293,724,360   

Grupo Generandes Perú

  Consolidado     157,004,787        783,731,493        940,736,280        129,378,894        200,084,230        611,273,156        940,736,280        207,842,323        (88,899,781     118,942,542        98,297,180        76,584,382        (3,802,672     75,913,093        (21,346,161     54,566,932        (8,807,887     45,759,045   

Grupo Endesa Argentina

  Consolidado      86,329,168        347,382,582        433,711,750        178,548,708        98,485,656        156,677,386        433,711,750        61,177,749        (4,053,074     57,124,675        30,572,821        20,770,584        9,867,867        31,252,833        (9,792,620     21,460,214        (34,071,251     (12,611,037

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-181


Table of Contents
    12-31-2015  
     Financial
Statements
   

Current

Assets

   

Non-
Current

Assets

    Total Assets    

Current

Liabilities

   

Non-
Current

Liabilities

    Equity    

Total

Liabilities

and Equity

    Revenue    

Raw

Materials and

Consumables

Used

   

Con
tribution

Margin

   

Gross

Operating
Income

   

Operating

Income

   

Financial

Results

   

Income

Before

Taxes

   

Income

Taxes

   

Profit

(Loss)

   

Other

Comp
rehensive

Income

   

Total

Comp
rehensive

Income

 
       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Continuing Operations:

                                                                                                                                                       

Inversiones Distrilima S.A.

    Separado        18,246,316        50,156,404        68,402,720        325,792        —          68,076,928        68,402,720        —          —          —          (5,028     (5,028     959,095        21,003,199        (266,930     20,736,269        1,311,144        22,047,413   

Empresa de Distribución Eléctrica de Lima Norte S.A.A.

    Separado        98,125,347        675,858,105        773,983,452        192,215,161        269,823,997        311,944,294        773,983,452        562,046,426        (379,015,102     183,031,324        138,377,938        107,705,092        (16,772,560     91,535,126        (27,924,718     63,610,408        6,877,338        70,487,746   

Endesa Argentina S.A.

    Separado        1,814,204        32,328,045        34,142,249        616,318        —          33,525,931        34,142,249        —          —          —          (64,074     (64,074     1,023,419        959,344        (336,372     622,972        (10,352,540     (9,729,568

Central Costanera S.A.

    Separado        27,559,412        142,918,106        170,477,518        102,001,988        53,611,202        14,864,328        170,477,518        100,856,664        (4,598,130     96,258,534        41,604,328        20,372,179        (24,944,190     (4,012,455     3,013,645        (998,809     (4,729,767     (5,728,576

Hidroeléctrica El Chocón S.A.

    Separado        44,240,854        240,460,115        284,700,969        71,433,902        63,908,193        149,358,874        284,700,969        40,004,655        (4,574,336     35,430,318        28,820,101        27,009,175        141,308,348        169,850,815        (59,047,935     110,802,880        (44,667,506     66,135,374   

Emgesa S.A. E.S.P.

    Separado        172,918,511        1,803,546,987        1,976,465,498        349,736,334        831,187,906        795,541,258        1,976,465,498        778,768,426        (321,664,855     457,103,571        412,046,148        372,828,429        (39,872,136     332,845,961        (120,949,697     211,896,264        (91,252,276     120,643,988   

Generandes Perú S.A.

    Separado        1,945,582        225,170,087        227,115,669        1,364,513        —          225,751,156        227,115,669        —          —          —          (32,396     (32,396     172,406        42,094,142        (50,002     42,044,140        4,890,902        46,935,042   

Edegel S.A.A.

    Separado        111,421,412        723,995,979        835,417,391        117,775,269        188,814,672        528,827,450        835,417,391        343,761,564        (143,234,611     200,526,954        164,344,988        116,593,374        (9,260,148     122,550,483        (31,389,446     91,161,037        4,059,334        95,220,371   

Chinango S.A.C.

    Separado        7,647,526        112,688,111        120,335,637        8,369,365        40,621,719        71,344,553        120,335,637        39,114,967        (8,235,270     30,879,697        26,280,972        23,095,212        (1,057,861     22,037,351        (6,827,262     15,210,089        (708,295     14,501,794   

Enel Brasil S.A.

    Separado        110,127,302        736,398,772        846,526,074        51,310,987        15,859,063        779,356,024        846,526,074        —          —          —          (21,299,668     (21,417,232     26,840,323        122,982,000        (8,959,080     114,022,920        (194,845,796     (80,822,876

Central Generadora Termoeléctrica Fortaleza S.A.

    Separado        36,820,903        114,401,115        151,222,018        35,746,585        638,562        114,836,871        151,222,018        159,051,928        (111,228,593     47,823,335        40,544,633        34,866,986        3,245,644        38,112,630        (13,299,903     24,812,727        (26,130,490     (1,317,763

Centrais Elétricas Cachoeira Dourada S.A.

    Separado        43,483,356        77,906,552        121,389,908        33,306,336        3,370,881        84,712,691        121,389,908        91,563,206        (17,395,858     74,167,348        66,975,312        61,972,753        3,514,857        65,487,610        (22,519,731     42,967,879        (13,348,590     29,619,289   

Compañía de Interconexión Energética S.A.

    Separado        29,310,056        185,030,817        214,340,873        57,239,098        30,170,820        126,930,955        214,340,873        55,533,872        (3,125,790     52,408,082        45,152,292        34,319,511        15,559,865        49,879,376        (17,387,165     32,492,212        (27,600,284     4,891,928   

Compañía de Transmisión del Mercosur S.A.

    Separado        13,944,906        934,689        14,879,595        10,880,864        17,896,009        (13,897,278     14,879,595        1,644,146        —          1,644,146        922,095        770,315        (17,579,292     (16,801,955     (998,283     (17,800,238     4,199,017        (13,601,221

Compañía Energética Do Ceará S.A.

    Separado        267,538,669        569,364,164        836,902,833        219,528,371        223,842,286        393,532,176        836,902,833        810,184,252        (581,689,470     228,494,783        136,443,771        100,911,453        (12,650,857     85,012,938        (12,997,078     72,015,860        (97,029,555     (25,013,695

EN-Brasil Comercio e Servicios S.A.

    Separado        2,673,792        1,448,487        4,122,279        3,234,058        —          888,221        4,122,279        5,603,633        (3,041,559     2,562,075        (614,126     (782,696     136,846        (645,850     (735,808     (1,381,657     (163,062     (1,544,719

Ampla Energía E Servicios S.A.

    Separado        385,803,702        1,016,536,280        1,402,339,982        333,276,269        608,907,379        460,156,334        1,402,339,982        1,026,680,070        (804,701,402     221,978,668        93,688,470        26,422,575        (35,938,130     (13,026,593     2,147,615        (10,878,978     (139,016,506     (149,895,484

Compañía Distribuidora y Comercializadora de Energía S.A.

    Separado        207,553,184        841,585,897        1,049,139,081        247,749,853        281,940,697        519,448,531        1,049,139,081        884,467,266        (500,570,712     383,896,554        295,143,439        235,587,544        (27,459,741     207,999,316        (84,883,205     123,116,111        (61,679,252     61,436,859   

Inversora Codensa S.A.

    Separado        491        63        554        3        —          551        554        —          —          —          (189     (189     —          (189     (8     (198     (91     (289

Empresa Distribuidora Sur S.A.

    Separado        191,441,460        443,412,232        634,853,692        431,630,045        174,966,573        28,257,074        634,853,692        607,344,916        (157,387,237     449,957,679        119,294,227        103,775,386        (3,942,519     99,980,518        (463,471     99,517,047        (8,266,492     91,250,555   

Generalima, S.A.C.

    Separado        5,697,317        50,472,490        56,169,807        20,328,170        8,150,819        27,690,818        56,169,807        —          —          —          (375,459     (376,682     (2,233,357     (412,473     (285,187     (697,659     727,779        30,120   

Endesa Cemsa, S.A.

    Separado        22,954,619        91,195        23,045,814        21,098,368        —          1,947,446        23,045,814        2,269,586        (1,017,940     1,251,646        (1,206,493     (1,255,814     897,816        (357,998     (1,466,245     (1,824,243     (626,380     (2,450,623

Grupo Dock Sud, S.A.

    Consolidado        46,722,732        126,188,103        172,910,835        25,736,485        67,304,445        79,869,905        172,910,835        69,962,810        (43,265,695     26,697,115        14,806,741        3,309,477        53,770,197        57,229,446        (18,102,752     39,126,694        (24,156,874     14,969,820   

Eléctrica Cabo Blanco, S.A.C.

    Consolidado        54,357,844        81,815,037        136,172,881        19,831,659        47,845,465        68,495,757        136,172,881        58,092,640        (26,124,119     31,968,521        23,168,206        17,663,200        (5,755,667     12,013,784        (4,166,389     7,847,394        720,031        8,567,425   

Grupo Distrilima

    Consolidado        116,371,663        675,858,105        792,229,768        192,540,953        269,823,997        329,864,818        792,229,768        562,046,426        (379,015,102     183,031,324        138,372,910        107,700,064        (15,813,466     92,489,193        (28,191,648     64,297,545        7,349,620        71,647,165   

Grupo Enel Brasil

    Consolidado        796,102,019        1,994,170,372        2,790,272,391        653,756,270        725,006,817        1,411,509,304        2,790,272,391        2,016,488,833        (1,385,921,254     630,567,580        363,360,618        238,408,123        (36,592,248     195,064,201        (76,715,148     118,349,053        (370,529,946     (252,180,893

Grupo Generandes Perú

    Consolidado        120,047,319        808,405,916        928,453,235        126,541,945        229,436,392        572,474,898        928,453,235        382,452,709        (151,046,058     231,406,651        190,593,564        139,656,190        (10,145,603     133,321,519        (38,266,710     95,054,809        (9,131,696     85,923,113   

Grupo Endesa Argentina

    Consolidado        73,348,681        385,562,798        458,911,479        173,663,474        115,955,351        169,292,654        458,911,479        140,398,933        (9,172,466     131,226,467        70,334,513        47,291,438        117,190,764        165,754,140        (56,407,124     109,347,016        (50,970,094     58,376,922   

Discontinued Operations:

                                                                                                                                                       

Chilectra S.A.

    Consolidado        764,264,413        766,740,395        1,531,004,808        363,516,173        54,831,044        1,112,657,591        1,531,004,808        1,257,732,164        (983,732,902     273,999,262        185,114,892        149,293,693        12,669,568        176,628,861        (36,956,051     188,750,734        (111,222,756     77,527,978   

Grupo Servicios Informaticos e Inmobiliarios Ltda.

    Consolidado        54,816,036        11,561,339        66,377,375        5,586,878        1,305,133        59,485,364        66,377,375        8,660,778        —          8,660,778        (397,888     (511,775     2,260,216        6,041,979        (765,180     5,276,799        (76,578     5,200,221   

Empresa Nacional de Electricidad S.A.

    Separado        563,422,232        3,601,559,005        4,164,981,237        807,918,132        1,027,287,096        2,329,776,009        4,164,981,237        1,407,824,978        (1,061,507,980     346,316,998        225,230,207        143,639,730        (126,334,330     246,255,963        (32,834,204     213,421,760        (92,076,119     121,345,641   

Empresa Eléctrica Pehuenche S.A.

    Separado        63,745,589        201,366,300        265,111,889        64,820,897        51,972,920        148,318,072        265,111,889        193,189,705        (28,569,912     164,619,793        159,244,283        150,615,199        2,049,116        152,664,315        (34,647,895     118,016,421        33,526        118,049,947   

Compañía Eléctrica Tarapacá S.A.

    Separado        82,875,363        509,275,829        592,151,192        115,138,485        44,379,433        432,633,274        592,151,192        230,852,534        (139,555,849     91,296,685        73,665,446        64,306,244        24,323,943        88,341,669        (18,079,279     70,262,390        (624     70,261,766   

Grupo Endesa Chile

    Consolidado        4,412,561,440        2,866,208,895        7,278,770,335        2,527,875,495        1,207,004,760        3,543,890,080        7,278,770,335        1,543,810,316        (880,891,223     662,919,093        516,860,724        401,818,817        (114,252,182     300,487,081        (76,655,819     635,020,813        (347,578,686     287,442,127   

Grupo Inversiones GasAtacama Holding Ltda.

    Consolidado        245,456,212        207,236,190        452,692,402        24,048,629        49,959,438        378,684,335        452,692,402        183,015,183        (110,330,364     72,684,819        57,943,644        46,360,426        10,304,578        56,660,371        (10,444,811     46,215,560        (3,059,806     43,155,754   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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37. SUBSEQUENT EVENTS

There are no subsequent events that have occurred between July 1, 2016 and the issuance date of these financial statements, except for, the matter related to Edesur S.A. discussed in Note 32.5.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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APPENDIX 1 ENERSIS AMÉRICAS GROUP ENTITIES:

This appendix is part of Note 2.4, “Subsidiaries.”

It presents the Group’s percentage of control in each company.

 

Taxpayer ID No.
(RUT)
   Company    Functional
currency
  % Ownership as of 06/30/2016
(Unaudited)
    % Ownership as of 12/31/2015      Type of
Relationship
  Country    Activity
   ( In alphabetical order)      Direct     Indirect     Total     Direct     Indirect     Total          

Foreign

   Ampla Energía E Serviços S.A.    Real     13.68     85.95     99.63     13.68     85.95     99.63    Subsidiary   Brazil    Electric energy production, transportation and distribution

Foreign

   Centrais Elétricas Cachoeira Dourada S.A.    Real     0.00     99.61     99.61     0.00     99.61     99.61    Subsidiary   Brazil    Generation and sale of electricity

Foreign

   Central Dock Sud, S.A.    Argentine peso     0.00     69.99     69.99     0.00     69.99     69.99    Subsidiary   Argentina    Electric energy generation, transmission and distribution

Foreign

   Central Generadora Termoeléctrica Fortaleza S.A.    Real     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Brazil    Development of a thermoelectric project

Foreign

   Chinango S.A.C.    Soles     0.00     80.00     80.00     0.00     80.00     80.00    Subsidiary   Peru    Electric energy generation, sales and distribution

Foreign

   Compañía de Interconexión Energética S.A.    Real     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Brazil    Electric energy production, transportation and distribution

Foreign

   Compañía de Transmisión del Mercosur S.A.    Argentine peso     0.00     99.99     99.99     0.00     99.99     99.99    Subsidiary   Argentina    Electric energy production, transportation and distribution

Foreign

   Compañía Distribuidora y Comercializadora de Energía S.A. (2)    Colombian peso     21.14     36.01     57.15     21.14     36.01     57.15    Subsidiary   Colombia    Electric energy distribution and sales

Foreign

   Compañía Energética Do Ceará S.A.    Real     15.18     58.87     74.05     15.18     58.87     74.05    Subsidiary   Brazil    Complete electric energy cycle

Foreign

   Distrilec Inversora S.A.    Argentine peso     27.19     24.31     51.50     27.19     24.31     51.50    Subsidiary   Argentina    Portfolio company

Foreign

   Edegel S.A.A    Soles     0.00     83.60     83.60     0.00     83.60     83.60    Subsidiary   Peru    Electric energy generation, sales and distribution

Foreign

   Electrica Cabo Blanco, S.A.C.    Soles     80.00     20.00     100.00     80.00     20.00     100.00    Subsidiary   Peru    Portfolio company

Foreign

   Emgesa S.A. E.S.P. (2)    Colombian peso     21.60     34.83     56.43     21.60     34.83     56.43    Subsidiary   Colombia    Electric energy generation

Foreign

   Emgesa Panama S.A. (2)    U.S. dollar     0.00     56.43     56.43     0.00     56.43     56.43    Subsidiary   Panama    Purchase/sale of electric energy

Foreign

   Empresa de Distribución Eléctrica de Lima Norte S.A.A    Soles     24.00     51.68     75.68     24.00     51.68     75.68    Subsidiary   Peru    Electric energy distribution and sales

Foreign

   Empresa Distribuidora Sur S.A.    Argentine peso     16.02     83.43     99.45     16.02     83.43     99.45    Subsidiary   Argentina    Electric energy distribution and sales

Foreign

   Empresa Eléctrica de Piura, S.A.    Soles     0.00     96.50     96.50     0.00     96.50     96.50    Subsidiary   Peru    Electric energy production (thermal and natural gas)

Foreign

   Endesa Argentina S.A.    Argentine peso     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Argentina    Portfolio company

Foreign

   Enel Brasil S.A.    Real     50.09     49.91     100.00     50.09     49.91     100.00    Subsidiary   Brazil    Portfolio company

Foreign

   Endesa Cemsa S.A.    Argentine peso     55.00     45.00     100.00     55.00     45.00     100.00    Subsidiary   Argentina    Wholesale purchase and sale of electric energy

Foreign

   Central Costanera S.A.    Argentine peso     0.00     75.68     75.68     0.00     75.68     75.68    Subsidiary   Argentina    Electric energy generation and sales

Foreign

   En-Brasil Comercio e Servicios S.A.    Real     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Brazil    Services in general for the electricity and other sectors

Foreign

   Eólica Fazenda Nova-Geracao e Comercializacao de Energia S.A.    Real     0.00     99.95     99.95     0.00     99.95     99.95    Subsidiary   Brazil    Energy generation, transmission, distribution and sales

Foreign

   Generalima, S.A.C.    Soles     100.00     0.00     100.00     100.00     0.00     100.00    Subsidiary   Peru    Portfolio company

Foreign

   Generandes Perú S.A. (1)    Soles     39.00     61.00     100.00     39.00     61.00     100.00    Subsidiary   Peru    Portfolio company

Foreign

   Hidroeléctrica El Chocón S.A.    Argentine peso     0.00     67.67     67.67     0.00     67.67     67.67    Subsidiary   Argentina    Electric energy production and sales

Foreign

   Hidroinvest S.A.    Argentine peso     0.00     96.09     96.09     0.00     96.09     96.09    Subsidiary   Argentina    Portfolio company

Foreign

   Ingendesa do Brasil Ltda.    Real     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Brazil    Project engineering consulting

Foreign

   Inversiones Distrilima S.A.    Soles     34.99     50.21     85.20     34.99     50.21     85.20    Subsidiary   Peru    Portfolio company

Foreign

   Inversora Dock Sud, S.A.    Argentine peso     57.14     0.00     57.14     57.14     0.00     57.14    Subsidiary   Argentina    Portfolio company

Foreign

   Inversora Codensa S.A.S.    Colombian peso     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Colombia    Investment in domestic public energy services

Foreign

   Sociedad Portuaria Central Cartagena S.A.    Colombian peso     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Colombia    Investment, construction and maintenance of public or private wharves and ports

Foreign

   Southern Cone Power Argentina S.A. (3)    Argentine peso     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Argentina    Portfolio company

Foreign

   Transportadora de Energía S.A.    Argentine peso     0.00     100.00     100.00     0.00     100.00     100.00    Subsidiary   Argentina    Electric energy production, transportation and distribution

 

(1) On September 3, 2014, Enersis Américas acquired 100% ownership interest of Inkia Holdings (Acter) Limited, Southern Cone Power Ltd., Latin American Holding I Ltd., Latin American Holding II Ltd. and Southern Cone Power Peru S.A.A.. On December 31, 2014, Inkia Holdings was merged with Generandes Peru S.A., with the latter absorbing entities of Inkia Group.
(2) See Note 2.4.2.
(3) In May 2016, this company was merged by Endesa Argentina as the continuing entity (Unaudited).

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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APPENDIX 2 CHANGES IN THE SCOPE OF CONSOLIDATION:

This appendix is part of Note 2.4.1 “Changes in the scope of consolidation”.

Incorporation into the scope of consolidation:

There were no incorporations into the scope of consolidation as of June 30, 2016 and December 31, 2015.

Companies eliminated from the scope of consolidation:

 

Company    Ownership%    Ownership%
   as of June 30, 2016 (*) (Unaudited)    as of December 31, 2015
   Direct      Indirect      Total      Consolidation Method      Direct      Indirect      Total      Consolidation Method

Central Eólica Canela S.A.

     —           —           —         Full integration      0.00      75.00      75.00    Full integration

Centrales Hidroeléctricas De Aysén S.A.

     —           —           —         Full integration      0.00      51.00      51.00    Full integration

Chilectra Inversud S.A.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Chilectra S.A.

     —           —           —         Full integration      99.08      0.01      99.09    Full integration

Compañía Eléctrica Tarapacá S.A.

     —           —           —         Full integration      3.78      96.21      99.99    Full integration

Empresa Eléctrica de Colina Ltda.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Empresa Eléctrica Pehuenche S.A.

     —           —           —         Full integration      0.00      92.65      92.65    Full integration

Empresa Nacional de Electricidad S.A

     —           —           —         Full integration      59.98      0.00      59.98    Full integration

Inversiones GasAtacama Holding Ltda. (1)

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

GasAtacama S.A.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

GasAtacama Chile S.A.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Gasoducto TalTal S.A.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Gasoducto Atacama Argentina S.A.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

GNL Norte S.A.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Servicios Informáticos e Inmobiliarios Ltda. (4)

     —           —           —         Full integration      99.00      1.00      100.00    Full integration

Inmobiliaria Manso de Velasco Ltda. (4)

     —           —           —         Full integration      99.99      0.00      99.99    Full integration

Luz Andes Ltda.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Progas S.A.

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Sociedad Agrícola de Cameros Ltda.

     —           —           —         Full integration      0.00      57.50      57.50    Full integration

Sociedad Concesionaria Túnel El Melón S.A. (6)

     —           —           —         Full integration      0.00      100.00      100.00    Full integration

Transmisora Eléctrica de Quillota Ltda.

     —           —           —         Full integration      0.00      50.00      50.00    Full integration

Electrogas S.A.

     —           —           —         Equity method      0.00      42.50      42.50    Equity method

GNL Chile S.A.

     —           —           —         Equity method      0.00      33.33      33.33    Equity method

GNL Quintero S.A.

     —           —           —         Equity method      0.00      20.00      20.00    Equity method

Aysén Transmisión S.A.

     —           —           —         Equity method      0.00      51.00      51.00    Equity method

Aysén Energía S.A.

     —           —           —         Equity method      0.00      51.00      51.00    Equity method

 

(*) Beginning on March 1, 2016, all these companies are no longer within the scope of consolidation of Enersis Américas.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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APPENDIX 3 ASSOCIATED COMPANIES AND JOINT VENTURES:

This appendix is part of Note 3.h, “Investments accounted for using the equity method”.

 

Taxpayer

ID No.

(RUT)

  

Company

(In alphabetical order)

  Functional
Currency
  Ownership% as of
06/30/2016 (Unaudited)
    Ownership% as of
12/31/2015
    Type of
Relationship
  Country   Activity
       Direct     Indirect     Total     Direct     Indirect     Total        

Foreign

   Sacme S.A.   U.S. dollar     0.00     50.00     50.00     0.00     50.00     50.00   Associate   Argentina   Supervision and Control of the Electric System

Foreign

   Yacylec S.A.   Argentine peso     22.22     0.00     22.22     22.22     0.00     22.22   Associate   Argentina   Electricity transportation

Foreign

   Distribuidora Eléctrica de Cundinamarca S.A.   Peso Colombiano     0.00     49.00     49.00     0.00     49.00     49.00   Joint venture   Colombia   Distribution and sale of electric energy

Foreign

   Empresa de Energía de Cundinamarca S.A.   Peso Colombiano     0.00     49.00     49.00     0.00     49.00     49.00   Joint venture   Colombia   Distribution and sale of electric energy

Foreign

   Central Termica Manuel Belgrano   Argentina     0.00     25.60     25.60     0.00     25.60     25.60   Associate   Argentina   Generation and sale of electric energy

Foreign

   Central Térmica San Martin   Argentina     0.00     25.60     25.60     0.00     25.60     25.60   Associate   Argentina   Generation and sale of electric energy

Foreign

   Central Vuelta Obligada S.A.   Argentina     0.00     40.90     40.90     0.00     40.90     40.90   Associate   Argentina   Generation and sale of electric energy

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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APPENDIX 4 ADDITIONAL INFORMATION ON FINANCIAL DEBT:

This appendix is part of Note 17, “Other financial liabilities.” The following tables present the contractual undiscounted cash flows by type of financial debt:

a) Bank borrowings

a. Summary of bank borrowings by currency and maturity

 

Country   Currency     Nominal
Interest Rate
    Current     Non-Current     Current     Non-Current  
      Maturity    

Total Current as of
06/30/2016

(Unaudited)

    Maturity    

Total Non-Current
as of 06/30/2016

(Unaudited)

    Maturity     Total Current as
of 12/31/2015
    Maturity     Total Non-Current
as of 12/31/2015
 
      One to three
months
    Three to twelve
months
      One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    More than
five years
      One to three
months
    Three to twelve
months
      One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    More than
five years
   
      ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

    Ch$        6.67     1        —          1        —          —          —          —          —          —                  —          —          —          —          —          —          —          —     

Peru

    US$        2.17     1,083,404        17,748,026        18,831,430        19,457,873        846,739        —          —          —          20,304,612        26,707,131        3,241,137        29,948,268        4,229,306        19,295,795        299,648        —          —          23,824,749   

Peru

    Soles        5.62     480,346        3,396,265        3,876,611        33,667,984        —          —          —          —          33,667,984        12,864,568        1,001,767        13,866,335        3,285,202        23,309,058        —          —          —          26,594,260   

Argentina

    US$        40.18     —          —          —          —          —          —          —          —          —          3,901,216        —          3,901,216        —          —          —          —          —          —     

Argentina

    Arg $        41.52     1,671,432        1,479,358        3,150,790        93,996        —          —          —          —          93,996        2,290,653        6,194,569        8,485,222        1,162,844        —          —          —          —          1,162,844   

Colombia

    Soles        5.65     603,041        42,947,052        43,550,093        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Colombia

    CP        8.19     4,280,932        77,944,730        82,225,662        21,247,268        83,355,372        32,584,308        11,733,805        25,975,704        174,896,457        35,832,030        84,128,905        119,960,935        43,831,876        12,832,869        12,194,900        11,556,930        30,842,974        111,259,549   

Brazil

    US$        2.81     534,412        1,603,236        2,137,648        2,137,649        75,702,398        81,390        81,390        2,070,043        80,072,870        —          —          —          —          —          —          —          —          —     

Brazil

    Real        11.94     20,203,420        82,858,349        103,061,769        94,313,892        76,815,036        55,938,606        20,252,013        13,169,333        260,488,880        12,842,515        24,480,763        37,323,278        42,171,314        37,904,161        33,637,009        —          —          113,712,484   
                      28,856,988        227,977,016        256,834,004        170,918,662        236,719,545        88,604,304        32,067,208        41,215,080        569,524,799        94,438,113        119,047,141        213,485,254        94,680,542        93,341,883        46,131,557        11,556,930        30,842,974        276,553,886   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

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b. Identification of bank borrowings by company

 

Tax
ID
Number
  Company   Country   Tax
ID Number
  Financial Institution   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    As of June 30, 2016 (Unaudited)  
                  Current     Non-Current  
                  Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
Current
 
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     13.58     13.71     —          —          —          —          —          —          —          —          —     

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Citibank   Brazil   US$     14.68     3.35     205,748        617,244        822,992        822,992        25,009,033        —          —          —          25,832,025   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco Santander   Brazil   US$     13.51     2.48     308,317        924,950        1,233,267        1,233,267        50,611,975        —          —          —          51,845,242   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bndes   Brazil   Real     0.00     10.88     11,416,169        32,960,119        44,376,288        40,940,584        29,842,711        27,262,984        15,372,072        9,680,903        123,099,254   

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco de Credito del Perú   Peru   US$     2.37     2.39     293,434        873,615        1,167,049        17,457,791        —          —          —          —          17,457,791   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.41     3.44     434,243        1,281,358        1,715,601        836,429        —          —          —          —          836,429   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.52     3.55     304,533        898,740        1,203,273        1,163,653        846,739        —          —          —          2,010,392   

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.10     9.71     376,432        1,089,575        1,466,007        1,360,086        1,254,165        1,148,244        —          —          3,762,495   

Foreign

  Codensa   Colombia   Foreign   Bank of Tokio-Mitsubishi UFJ   Colombia   CP     8.49     8.77     1,802,570        5,407,711        7,210,281        7,210,282        70,086,113        20,082,777        —          —          97,379,172   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Itaú Brasil   Brazil   Real     14.93     15.15     1,172,886        13,447,554        14,620,440        13,056,592        11,492,745        —          —          —          24,549,337   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real     14.32     14.47     2,239,615        20,892,192        23,131,807        20,892,192        18,652,577        16,412,961        —          —          55,957,730   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real     7.65     7.69     1,320,694        3,835,601        5,156,295        4,819,011        3,392,916        —          —          —          8,211,927   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Santander   Brazil   Real     13.80     15.76     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Bndes   Brazil   Real     4.38     10.78     3,677,624        10,633,308        14,310,932        13,245,427        12,179,922        11,114,417        4,879,941        3,488,430        44,908,137   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   US$     13.80     4.42     20,347        61,042        81,389        81,390        81,390        81,390        81,390        2,070,043        2,395,603   

Foreign

  Edegel S.A.A   Peru   Foreign   Bank Nova Scotia   Peru   US$     1.40     1.40     51,194        14,694,313        14,745,507        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     6.90     6.82     34,325        2,058,202        2,092,527        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.83     5.83     61,579        184,736        246,315        4,390,324        —          —          —          —          4,390,324   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     38,297        114,891        153,188        3,159,075        —          —          —          —          3,159,075   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     63,828        191,484        255,312        5,265,124        —          —          —          —          5,265,124   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     61,274        183,822        245,096        5,054,516        —          —          —          —          5,054,516   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     63,827        191,481        255,308        5,265,120        —          —          —          —          5,265,120   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.17     5.07     —          —          —          —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Santander   Peru   Soles     6.35     6.25     157,216        471,649        628,865        10,533,825        —          —          —          —          10,533,825   

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Provincia de Buenos Aires   Argentina   Arg $     35.36     30.67     —          —          —          —          —          —          —          —          —     

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Arg $     45.20     37.88     —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     8.35     8.30     1,060,683        9,856,054        10,916,737        10,351,039        9,785,341        9,219,643        8,653,946        19,159,936        57,169,905   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     8.39     8.34     378,805        3,509,171        3,887,976        3,685,947        3,483,918        3,281,888        3,079,859        6,815,768        20,347,380   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   AV VILLAS   Colombia   CP     6.06     5.93     —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Citibank Colombia   Colombia   CP     5.57     6.01     —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     8.08     7.48     522,345        28,088,687        28,611,032        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     6.84     6.66     —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Perú   Colombia   CP     5.87     5.66     276,723        19,637,370        19,914,093        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Perú   Colombia   CP     5.93     5.73     186,156        13,065,949        13,252,105        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Perú   Colombia   CP     5.65     5.52     140,162        10,243,733        10,383,895        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   The Bank Of Tokyo   Colombia   CP     7.02     7.00     516,529        31,083,107        31,599,636        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Davivienda   Colombia   CP     6.30     6.15     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Argentina S.A.   Argentina   Foreign   Citibank   Argentina   Arg $     36.74     34.00     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Galicia   Argentina   Arg $     46.11     40.56     219,535        394,728        614,263        —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Itaú Argentina   Argentina   Arg $     49.81     45.97     88,145        162,216        250,361        13,824        —          —          —          —          13,824   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Arg $     45.12     44.60     53,852        99,297        153,149        8,498        —          —          —          —          8,498   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Supervielle   Argentina   Arg $     46.45     44.49     84,094        155,084        239,178        13,276        —          —          —          —          13,276   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Citibank   Argentina   Arg $     43.80     37.00     266,670        497,224        763,894        43,580        —          —          —          —          43,580   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Credit Suisse International   Argentina   US$     14.84     13.92     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   ICBC Argentina   Argentina   Arg $     46.11     40.22     92,051        170,809        262,860        14,818        —          —          —          —          14,818   

94.271.00-3

  Enersis Américas S.A.   Chile   97.004.000-5   Banco Santander Chile   Chile   Ch$     6.00     6.67     1        —          1        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Deutsche Bank   Argentina   US$     13.50     12.86     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Standard Bank   Argentina   US$     13.50     12.86     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau   Argentina   US$     13.50     12.86     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Macro   Argentina   Arg $     43.63     38.45     —          —          —          —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Santander—Sindicado IV   Argentina   Arg $     52.49     39.22     203,726        —          203,726        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau- Sindicado IV   Argentina   Arg $     52.49     39.22     181,743        —          181,743        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Galicia—Sindicado IV   Argentina   Arg $     52.49     39.22     174,415        —          174,415        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Hipotecario—Sindicado IV   Argentina   Arg $     52.49     39.22     58,042        —          58,042        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Ciudad -Sindicado IV   Argentina   Arg $     52.49     39.22     23,449        —          23,449        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   ICBC—Sindicado IV   Argentina   Arg $     52.49     39.22     225,710        —          225,710        —          —          —          —          —          —     
                    Total     28,856,988     227,977,016     256,834,004     170,918,662     236,719,545     88,604,304     32,067,208     41,215,080     569,524,799  

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-188


Table of Contents
Tax
ID
Number
  Company   Country   Tax
ID Number
  Financial Institution   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    As of December 31, 2015  
                  Current     Non-Current  
                  Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total Non-
Current
 
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     13.58     13.71     816,511        2,449,533        3,266,044        11,051,818        9,963,136        8,874,455        —          —          29,889,409   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Citibank   Brazil   US$     14.68     3.35     —          —          —          —          —          —          —          —          —     

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco Santander   Brazil   US$     13.51     2.48     —          —          —          —          —          —          —          —          —     

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bndes   Brazil   Real     0.00     10.88     —          —          —          —          —          —          —          —          —     

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco de Credito del Perú   Peru   US$     2.37     2.39     296,974        884,973        1,181,947        1,166,085        18,073,119        —          —          —          19,239,204   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.41     3.44     468,030        1,384,969        1,852,999        1,802,011        —          —          —          —          1,802,011   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.52     3.55     328,549        971,195        1,299,744        1,261,210        1,222,676        299,648        —          —          2,783,534   

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real     10.10     9.71     —          —          —          —          —          —          —          —          —     

Foreign

  Codensa   Colombia   Foreign   Bank of Tokio-Mitsubishi UFJ   Colombia   CP     8.49     8.77     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Itaú Brasil   Brazil   Real     14.93     15.15     980,672        2,942,017        3,922,689        12,030,283        10,722,720        9,415,157        —          —          32,168,160   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real     14.32     14.47     1,870,908        19,089,213        20,960,121        19,089,213        17,218,305        15,347,397        —          —          51,654,915   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real     7.65     7.69     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Santander   Brazil   Real     13.80     15.76     9,174,424        —          9,174,424        —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Bndes   Brazil   Real     4.38     10.78     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   US$     13.80     4.42     —          —          —          —          —          —          —          —          —     

Foreign

  Edegel S.A.A   Peru   Foreign   Bank Nova Scotia   Peru   US$     1.40     1.40     25,613,578        —          25,613,578        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     6.90     6.82     35,470        106,410        141,880        2,091,393        —          —          —          —          2,091,393   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.83     5.83     63,633        190,899        254,532        254,532        4,409,519        —          —          —          4,664,051   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     39,574        118,722        158,296        158,296        3,185,312        —          —          —          3,343,608   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     65,973        197,919        263,892        263,892        5,308,880        —          —          —          5,572,772   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     63,317        189,952        253,269        253,269        5,096,497        —          —          —          5,349,766   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     5.10     5.07     65,955        197,865        263,820        263,820        5,308,850        —          —          —          5,572,670   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.17     5.07     12,530,646        —          12,530,646        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Santander   Peru   Soles     6.35     6.25     —          —          —          —          —          —          —          —          —     

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Provincia de Buenos Aires   Argentina   Arg $     35.36     30.67     85,423        —          85,423        —          —          —          —          —          —     

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Arg $     45.20     37.88     184,364        277,164        461,528        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     8.35     8.30     894,845        6,064,899        6,959,744        9,982,170        9,504,920        9,027,670        8,550,419        22,787,755        59,852,934   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     8.39     8.34     301,348        2,105,951        2,407,299        3,488,668        3,327,949        3,167,230        3,006,511        8,055,219        21,045,577   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   AV VILLAS   Colombia   CP     6.06     5.93     11,145,579        —          11,145,579        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Citibank Colombia   Colombia   CP     5.57     6.01     5,233,163        —          5,233,163        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     8.08     7.48     438,046        28,712,649        29,150,695        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     6.84     6.66     13,683,505        —          13,683,505        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Perú   Colombia   CP     5.87     5.66     295,055        20,873,617        21,168,672        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Perú   Colombia   CP     5.93     5.73     198,385        13,892,621        14,091,006        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Perú   Colombia   CP     5.65     5.52     149,881        10,882,356        11,032,237        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   The Bank Of Tokyo   Colombia   CP     7.02     7.00     532,271        1,596,812        2,129,083        30,361,038        —          —          —          —          30,361,038   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Davivienda   Colombia   CP     6.30     6.15     2,959,952        —          2,959,952        —          —          —          —          —          —     

Foreign

  Endesa Argentina S.A.   Argentina   Foreign   Citibank   Argentina   Arg $     36.74     34.00     29,771        445,358        475,129        —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Galicia   Argentina   Arg $     46.11     40.56     214,270        583,114        797,384        276,664        —          —          —          —          276,664   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Itaú Argentina   Argentina   Arg $     49.81     45.97     80,256        225,731        305,987        128,627        —          —          —          —          128,627   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Arg $     45.12     44.60     50,253        140,581        190,834        79,542        —          —          —          —          79,542   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Banco Supervielle   Argentina   Arg $     46.45     44.49     81,254        224,941        306,195        125,511        —          —          —          —          125,511   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Citibank   Argentina   Arg $     43.80     37.00     263,796        734,081        997,877        412,453        —          —          —          —          412,453   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Credit Suisse International   Argentina   US$     14.84     13.92     1,214,284        —          1,214,284        —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   ICBC Argentina   Argentina   Arg $     46.11     40.22     89,832        249,669        339,501        140,047        —          —          —          —          140,047   

94.271.00-3 

  Enersis Américas S.A.   Chile   97.004.000-5   Banco Santander Chile   Chile   Ch$     6.00     6.67     64        —          64        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Deutsche Bank   Argentina   US$     13.50     12.86     1,339,210        —          1,339,210        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Standard Bank   Argentina   US$     13.50     12.86     673,817        —          673,817        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau   Argentina   US$     13.50     12.86     673,905        —          673,905        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Macro   Argentina   Arg $     43.63     38.45     75,083        1,113,612        1,188,695        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Santander—Sindicado IV   Argentina   Arg $     52.49     39.22     266,203        516,165        782,368        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau- Sindicado IV   Argentina   Arg $     52.49     39.22     241,619        464,727        706,346        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Galicia—Sindicado IV   Argentina   Arg $     52.49     39.22     228,411        442,424        670,835        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Hipotecario—Sindicado IV   Argentina   Arg $     52.49     39.22     73,221        144,361        217,582        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Ciudad -Sindicado IV   Argentina   Arg $     52.49     39.22     30,708        59,481        90,189        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   ICBC—Sindicado IV   Argentina   Arg $     52.49     39.22     296,189        573,160        869,349        —          —          —          —          —          —     
                    Total     94,438,177     119,047,141     213,485,318     94,680,542     93,341,883     46,131,557     11,556,930     30,842,974     276,553,886  

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-189


Table of Contents

b) Secured and unsecured liabilities

a. Summary of secured and unsecured liabilities by currency and maturity

 

Country   Currency    

Nominal
Interest

Rate

    Current     Non-Current     Current     Non-Current  
      Maturity    

Total Current

as of

06/30/2016

(Unaudited)

    Maturity    

Total Non-

Current

as of
06/30/2016

(Unaudited)

    Maturity    

Total Current

as of
12/31/2015

    Maturity     Total Non-
Current as of
12/31/2015
 
      One to three
months
    Three to twelve
months
      One to two
years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
      One to
three
months
    Three to
twelve
months
      One to two
years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
   
      ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

    US$        8.10     3,363,187        168,830,927        172,194,114        41,096        41,096        41,096        41,096        794,450        958,834        3,015,734        186,297,709        189,313,443        39,170        39,170        39,170        39,170        843,993        1,000,673   

Chile

    U.F.        10.11     614,974        5,269,111        5,884,085        5,726,091        5,559,012        5,382,327        5,195,483        4,997,874        26,860,787        654,291        5,230,040        5,884,331        5,728,780        5,564,286        5,390,333        5,206,378        7,441,327        29,331,104   

Peru

    US$        6.68     13,817,723        1,281,317        15,099,040        8,148,786        6,494,065        830,315        7,158,328        9,484,852        32,116,346        624,775        15,786,095        16,410,870        1,659,369        8,362,538        6,637,571        7,807,914        10,086,341        34,553,733   

Peru

    Soles        6.42     6,730,937        24,171,538        30,902,475        27,210,421        37,125,687        29,669,931        55,184,687        161,327,415        310,518,141        13,029,793        18,645,206        31,674,999        33,667,892        12,316,415        55,639,169        36,169,256        166,145,520        303,938,252   

Colombia

    CP        12.05     31,766,024        217,941,649        249,707,673        109,383,707        294,304,115        180,469,008        233,087,187        648,650,386        1,465,894,403        55,700,572        67,624,004        123,324,576        206,126,573        182,198,785        143,062,230        109,340,794        709,356,051        1,350,084,433   

Brazil

    Real        15.76     11,311,462        124,929,172        136,240,634        118,967,988        86,086,445        20,897,738        —          —          225,952,171        10,784,409        97,033,475        107,817,884        116,967,735        94,643,824        44,934,561        —          —          256,546,120   
                      67,604,307        542,423,714        610,028,021        269,478,089        429,610,420        237,290,415        300,666,781        825,254,977        2,062,300,682        83,809,574        390,616,529        474,426,103        364,189,519        303,125,018        255,703,034        158,563,512        893,873,232        1,975,454,315   

b. Secured and unsecured liabilities by company

 

Tax

ID

Number

  Company   Country  

Tax

ID

Number

 

Financial

Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    As of June 30, 2016 (Unaudited)     As of December 31, 2015  
                  Current     Non-Current     Current     Non-Current  
                 

Less

than 90
days

   

More

than 90
days

    Total
Current
   

One to

two years

   

Two to
three

years

    Three to
four years
   

Four to

five

years

   

More

than five
years

   

Total

Non-

Current

    Less than
90 days
    More than
90 days
    Total
Current
   

One to

two years

   

Two to
three

years

    Three to
four years
   

Four to

five years

   

More

than five
years

   

Total

Non-Current

 
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 16   Brazil   Real     14.39     14.84     —          —          —          —          —          —          —          —          —          369,157        11,002,428        11,371,585        —          —          —          —          —          —     

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 17   Brazil   Real     14.21     14.56     375,651        11,446,811        11,822,462        —          —          —          —          —          —          635,501        10,359,267        10,994,768        9,723,766        —          —          —          —          9,723,766   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bonos 1st Serie 18   Brazil   Real     14.61     15.00     1,161,089        3,483,267        4,644,356        13,545,106        11,996,987        10,448,869        —          —          35,990,962        1,011,209        3,033,627        4,044,836        12,571,319        11,223,040        9,874,762        —          —          33,669,121   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 26   Brazil   Real     18.22     17.45     1,551,797        22,445,899        23,997,696        20,894,102        —          —          —          —          20,894,102        1,632,773        18,770,248        20,403,021        18,225,996        16,048,964        —          —          —          34,274,960   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 27   Brazil   Real     16.20     15.73     3,277,245        37,610,639        40,887,884        36,518,236        32,148,575        —          —          —          68,666,811        2,737,659        8,212,977        10,950,636        32,485,454        28,835,249        25,185,037        —          —          86,505,740   

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bonos 2nd Serie 28   Brazil   Real     14.61     15.00     1,161,089        3,483,267        4,644,356        13,545,106        11,996,987        10,448,869        —          —          35,990,962        1,011,209        3,033,627        4,044,836        12,571,319        11,223,040        9,874,762        —          —          33,669,121   

Foreign

  Codensa   Colombia   Foreign   B102   Colombia   CP     13.65     13.15     2,924,843        94,791,019        97,715,862        —          —          —          —          —          —          2,285,586        6,856,759        9,142,345        90,513,112        —          —          —          —          90,513,112   

Foreign

  Codensa   Colombia   Foreign   B103   Colombia   CP     13.92     13.35     606,398        1,819,194        2,425,592        2,425,592        19,387,270        —          —          —          21,812,862        475,081        1,425,243        1,900,324        1,900,324        19,928,937        —          —          —          21,829,261   

Foreign

  Codensa   Colombia   Foreign   B604   Colombia   CP     10.56     10.17     —          —          —          —          —          —          —          —          —          33,159,237        —          33,159,237        —          —          —          —          —          —     

Foreign

  Codensa   Colombia   Foreign   Bonos B12-13   Colombia   CP     13.11     12.66     1,389,961        4,169,882        5,559,843        5,559,843        5,559,843        5,559,843        5,559,843        68,479,134        90,718,506        1,060,598        3,181,795        4,242,393        4,242,394        4,242,394        4,242,394        4,242,394        64,429,087        81,398,663   

Foreign

  Codensa   Colombia   Foreign   Bonos B5-13   Colombia   CP     12.16     11.80     1,216,970        3,650,911        4,867,881        4,867,882        43,297,971        —          —          —          48,165,853        907,996        2,723,989        3,631,985        3,631,986        44,267,794        —          —          —          47,899,780   

Foreign

  Codensa   Colombia   Foreign   Bonos B7-14   Colombia   CP     11.74     11.23     1,179,598        3,538,793        4,718,391        4,718,390        4,718,390        4,718,390        4,718,390        43,208,069        62,081,629        881,572        2,644,715        3,526,287        3,526,287        3,526,287        3,526,287        3,526,287        44,335,883        58,441,031   

Foreign

  Coelce S.A.   Brazil   Foreign   Itaú 1   Brazil   Real     14.32     14.50     389,090        10,862,350        11,251,440        —          —          —          —          —          —          325,485        10,211,261        10,536,746        —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Itaú 2   Brazil   Real     14.94     15.92     3,395,501        35,596,939        38,992,440        34,465,438        29,943,896        —          —          —          64,409,334        3,061,416        32,410,040        35,471,456        31,389,881        27,313,531        —          —          —          58,703,412   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Soles     6.41     6.33     79,615        238,845        318,460        318,460        318,460        318,460        318,460        5,349,548        6,623,388        82,046        246,137        328,183        328,182        328,182        328,182        328,182        5,691,198        7,003,926   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   Soles     6.38     6.19     77,900        233,701        311,601        311,602        311,602        5,057,055        —          —          5,680,259        82,320        246,959        329,279        329,279        329,279        5,391,004        —          —          6,049,562   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$     6.44     6.56     108,604        325,813        434,417        434,417        434,417        434,417        434,417        9,484,852        11,222,520        105,486        316,458        421,944        421,944        421,944        421,944        421,944        10,086,341        11,774,117   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$     7.93     8.04     108,783        326,348        435,131        435,131        5,663,750        —          —          —          6,098,881        105,659        316,978        422,637        422,637        422,637        5,831,097        —          —          6,676,371   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     6.73     6.89     6,662,962        —          6,662,962        —          —          —          —          —          —          110,163        7,244,456        7,354,619        —          —          —          —          —          —     

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     6.09     6.20     6,727,656        —          6,727,656        —          —          —          —          —          —          99,770        7,297,112        7,396,882        —          —          —          —          —          —     

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     5.86     5.98     98,974        296,923        395,897        395,898        395,898        395,898        6,723,911        —          7,911,605        96,133        288,398        384,531        384,530        384,530        384,530        7,385,970        —          8,539,560   

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Scotiabank   Peru   US$     6.57     6.69     110,744        332,233        442,977        6,883,340        —          —          —          —          6,883,340        107,564        322,693        430,257        430,258        7,133,427        —          —          —          7,563,685   

Foreign

  Edelnor S.A.A.   Peru   Foreign   AFP Horizonte   Peru   Soles     7.22     7.33     3,055,541        —          3,055,541        —          —          —          —          —          —          56,529        3,213,571        3,270,100        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   AFP Integra   Peru   Soles     8.16     8.00     —          —          —          —          —          —          —          —          —          3,768,393        —          3,768,393        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   AFP Integra   Peru   Soles     8.00     7.85     —          —          —          —          —          —          —          —          —          5,732,006        —          5,732,006        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   AFP Prima   Peru   Soles     7.13     7.00     —          —          —          —          —          —          —          —          —          92,940        5,291,865        5,384,805        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   AFP Prima   Peru   Soles     7.44     7.49     113,056        339,169        452,225        452,226        452,226        452,226        6,112,676        —          7,469,354        116,196        348,588        464,784        464,783        464,783        464,783        6,548,565        —          7,942,914   

Foreign

  Edelnor S.A.A.   Peru   Foreign   FCR—Macrofondo   Peru   Soles     5.56     5.58     140,312        420,935        561,247        561,246        561,246        561,246        561,246        10,716,963        12,961,947        145,245        435,735        580,980        580,980        580,980        580,980        580,980        11,366,149        13,690,069   

Foreign

  Edelnor S.A.A.   Peru   Foreign   FCR—Macrofondo   Peru   Soles     7.03     7.10     71,436        214,308        285,744        285,744        4,191,554        —          —          —          4,477,298        73,305        219,914        293,219        293,219        293,219        4,183,575        —          —          4,770,013   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Interseguro Cia de
Seguros
  Peru   Soles     6.28     6.35     127,762        383,287        511,049        511,049        511,049        511,049        511,049        8,475,615        10,519,811        131,143        393,429        524,572        524,572        524,572        524,572        524,572        9,017,708        11,115,996   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.06     6.13     154,185        462,555        616,740        616,740        616,740        616,740        616,740        16,794,923        19,261,883        158,242        474,727        632,969        632,969        632,969        632,969        632,969        17,624,247        20,156,123   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.50     5.19     130,537        391,611        522,148        522,148        522,148        522,148        522,148        16,110,392        18,198,984        133,872        401,617        535,489        535,489        535,489        535,489        535,489        16,868,345        19,010,301   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     7.06     5.01     100,898        302,695        403,593        403,593        403,593        403,593        403,593        9,832,275        11,446,647        104,498        313,495        417,993        417,994        417,994        417,994        417,994        10,373,415        12,045,391   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     5.00     7.11     107,381        6,287,861        6,395,242        —          —          —          —          —          —          110,347        331,041        441,388        6,385,839        —          —          —          —          6,385,839   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     5.13     6.57     66,076        198,227        264,303        4,134,997        —          —          —          —          4,134,997        67,781        203,343        271,124        4,407,670        —          —          —          —          4,407,670   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.75     6.77     170,266        510,797        681,063        681,063        681,063        681,063        10,175,686        —          12,218,875        175,558        526,675        702,233        702,233        702,233        702,233        10,866,005        —          12,972,704   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     7.28     7.30     130,403        391,209        521,612        521,612        521,612        521,612        521,612        14,055,506        16,141,954        134,479        403,436        537,915        537,915        537,915        537,915        537,915        14,287,204        16,438,864   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-190


Table of Contents

b. Secured and unsecured liabilities by company (continued)

 

Tax

ID

Number

  Company   Country  

Tax

ID

Number

 

Financial

Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    As of June 30, 2016 (Unaudited)     As of December 31, 2015  
                  Current     Non-Current     Current     Non-Current  
                 

Less

than 90
days

   

More

than 90
days

    Total
Current
   

One to

two years

   

Two to
three

years

    Three to
four years
   

Four to

five

years

   

More

than five
years

   

Total

Non-

Current

    Less than
90 days
    More than
90 days
    Total
Current
   

One to

two years

   

Two to
three

years

    Three to
four years
   

Four to

five years

   

More

than five
years

   

Total

Non-Current

 
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.50     6.52     163,960        491,879        655,839        655,838        655,838        655,838        10,335,442        —          12,302,956        169,060        507,179        676,239        676,238        676,238        676,238        11,017,735        —          13,046,449   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     7.38     7.40     223,237        669,712        892,949        892,949        892,949        892,949        892,949        23,906,185        27,477,981        230,147        690,441        920,588        920,588        920,588        920,588        920,588        24,598,494        28,280,846   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.78     6.80     342,108        1,026,324        1,368,432        1,368,432        1,368,432        1,368,432        21,264,712        —          25,370,008        352,647        1,057,940        1,410,587        1,410,587        1,410,587        1,410,587        1,410,587        21,265,895        26,908,243   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.34     6.36     192,022        576,066        768,088        768,087        768,087        768,087        768,087        13,610,786        16,683,134        197,979        593,936        791,915        791,915        791,915        791,915        791,915        14,457,206        17,624,866   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     5.84     5.86     294,812        884,436        1,179,248        1,179,248        21,303,599        —          —          —          22,482,847        303,907        911,720        1,215,627        1,215,627        1,215,627        21,403,513        —          —          23,834,767   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.34     6.36     256,029        768,087        1,024,116        1,024,117        1,024,117        1,024,117        1,024,117        19,427,861        23,524,329        263,940        791,820        1,055,760        1,055,760        1,055,760        1,055,760        1,055,760        20,595,659        24,818,699   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     4.81     4.83     118,965        356,896        475,861        9,979,898        —          —          —          —          9,979,898        122,692        368,075        490,767        10,557,968        —          —          —          —          10,557,968   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     6.13     6.14     216,301        648,902        865,203        865,202        865,202        14,159,146        —          —          15,889,550        224,521        673,563        898,084        898,085        898,085        15,080,872        —          —          16,877,042   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     5.96     5.99     109,093        7,506,909        7,616,002        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Rimac Internacional   Peru   Soles     8.13     8.21     289,042        867,127        1,156,169        1,156,170        1,156,170        1,156,170        1,156,170        23,047,361        27,672,041        —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B09-09   Colombia   CP     14.30     13.47     1,669,470        5,008,410        6,677,880        6,677,880        50,127,368        —          —          —          56,805,248        1,318,361        3,955,083        5,273,444        5,273,444        52,249,218        —          —          —          57,522,662   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B10   Colombia   CP     14.17     13.65     1,241,029        3,723,088        4,964,117        4,964,117        39,671,991        —          —          —          44,636,108        966,592        2,899,777        3,866,369        3,866,370        3,866,370        36,715,143        —          —          44,447,883   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B-103   Colombia   CP     13.49     15.49     1,495,256        41,112,851        42,608,107        —          —          —          —          —          —          1,116,102        3,348,305        4,464,407        39,054,871        —          —          —          —          39,054,871   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B12   Colombia   CP     14.51     13.67     695,252        2,085,756        2,781,008        2,781,008        2,781,008        2,781,008        2,781,008        20,582,618        31,706,650        551,017        1,653,050        2,204,067        2,204,066        2,204,066        2,204,066        2,204,066        21,473,245        30,289,509   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B15   Colombia   CP     14.50     13.95     439,807        1,319,422        1,759,229        1,759,229        1,759,229        1,759,229        1,759,229        17,299,819        24,336,735        344,557        1,033,670        1,378,227        1,378,226        1,378,226        1,378,226        1,378,226        16,871,733        22,384,637   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B6-13   Colombia   CP     12.52     12.07     1,045,735        3,137,206        4,182,941        4,182,941        4,182,941        35,697,642        —          —          44,063,524        258,219        774,658        1,032,877        1,032,878        1,032,878        11,916,341        —          —          13,982,097   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos B6-14   Colombia   CP     11.62     11.29     840,462        2,521,386        3,361,848        3,361,848        3,361,848        32,858,298        —          —          39,581,994        518,847        1,556,541        2,075,388        2,075,389        2,075,389        2,075,389        25,654,089        —          31,880,256   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos exterior   Colombia   CP     10.17     10.12     517,214        1,551,642        2,068,856        2,068,857        2,068,857        2,068,857        21,653,116        —          27,859,687        515,898        1,547,693        2,063,591        2,063,591        2,063,591        2,063,591        2,063,591        20,454,156        28,708,520   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos quimbo   Colombia   CP     10.17     10.12     3,716,816        11,150,447        14,867,263        14,867,263        14,867,263        14,867,263        155,604,107        —          200,205,896        3,707,356        11,122,068        14,829,424        14,829,424        14,829,424        14,829,424        14,829,424        146,988,109        206,305,805   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B10   Colombia   CP     11.73     11.33     1,930,961        5,792,884        7,723,845        7,723,845        7,723,845        7,723,845        7,723,845        79,740,046        110,635,426        1,443,011        4,329,034        5,772,045        5,772,045        5,772,045        5,772,045        5,772,045        79,151,390        102,239,570   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B10-14   Colombia   CP     12.06     11.70     1,238,331        3,714,994        4,953,325        4,953,326        4,953,326        4,953,326        4,953,326        56,800,540        76,613,844        921,801        2,765,403        3,687,204        3,687,204        3,687,204        3,687,204        3,687,204        54,611,375        69,360,191   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B12-13   Colombia   CP     13.33     12.81     2,640,478        7,921,435        10,561,913        10,561,914        10,561,914        10,561,914        10,561,914        127,361,626        169,609,282        2,046,250        6,138,749        8,184,999        8,184,998        8,184,998        8,184,998        8,184,998        120,690,336        153,430,328   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B15   Colombia   CP     11.86     11.45     1,300,746        3,902,237        5,202,983        5,202,982        5,202,982        5,202,982        5,202,982        79,255,570        100,067,498        975,333        2,925,998        3,901,331        3,901,331        3,901,331        3,901,331        3,901,331        72,380,849        87,986,173   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B16-14   Colombia   CP     12.41     12.01     1,108,449        3,325,346        4,433,795        4,433,795        4,433,795        4,433,795        4,433,795        76,451,576        94,186,756        832,281        2,496,844        3,329,125        3,329,126        3,329,126        3,329,126        3,329,126        67,969,888        81,286,392   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B6-13   Colombia   CP     12.52     12.07     338,957        1,016,872        1,355,829        1,355,829        1,355,829        11,570,782        —          —          14,282,440        796,647        2,389,940        3,186,587        3,186,587        3,186,587        36,763,745        —          —          43,136,919   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B6-14   Colombia   CP     11.62     11.29     705,354        2,116,063        2,821,417        2,821,418        2,821,418        27,576,202        —          —          33,219,038        618,230        1,854,690        2,472,920        2,472,920        2,472,920        2,472,920        30,568,013        —          37,986,773   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B3-16   Colombia   CP     11.70     11.17     1,490,029        4,470,087        5,960,116        5,960,116        57,331,395        —          —          —          63,291,511        —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Bonos Quimbo B7-16   Colombia   CP     12.99     12.34     2,033,908        6,101,724        8,135,632        8,135,632        8,135,632        8,135,632        8,135,632        79,471,388        112,013,916        —          —          —          —          —          —          —          —          —     

94.271.000-3

  Enersis S.A.   Chile   97.004.000-5   Bonos UF 269   Chile   U.F.     7.02     10.11     614,974        5,269,111        5,884,085        5,726,091        5,559,012        5,382,327        5,195,483        4,997,874        26,860,787        654,291        5,230,040        5,884,331        5,728,780        5,564,286        5,390,333        5,206,378        7,441,327        29,331,104   

94.271.000-3

  Enersis S.A.   Chile   97.036.000-K   Yankee bonos 2016   U.S.A.   US$     7.76     8.11     3,352,913        168,800,105        172,153,018        —          —          —          —          —          —          3,005,941        186,268,331        189,274,272        —          —          —          —          —          —     

94.271.000-3

  Enersis S.A.   Chile   97.036.000-K   Yankee bonos 2026   U.S.A.   US$     7.76     7.23     10,274        30,822        41,096        41,096        41,096        41,096        41,096        794,450        958,834        9,793        29,378        39,171        39,170        39,170        39,170        39,170        843,993        1,000,673   
                Totales        67,604,307        542,423,714        610,028,021        269,478,089        429,610,420        237,290,415        300,666,781        825,254,977        2,062,300,682        83,809,574        390,616,529        474,426,103        364,189,519        303,125,018        255,703,034        158,563,512        893,873,232        1,975,454,315   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-191


Table of Contents

c) Financial lease obligations

Financial lease obligations by company

 

Tax
ID Number
  Company     Country     Tax
ID
Number
  Financial Institution   Country   Currency   Nominal
Interest
Rate
    As of June 30, 2016 (Unaudited)  
                Current     Non-Current  
                Less than
90 days
ThCh$
    More than
90 days
ThCh$
    Total
Current
ThCh$
   

One to two
years

ThCh$

   

Two to
three years

ThCh$

    Three to
four years
ThCh$
    Four to
five years
ThCh$
    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

Foreign

    Codensa        Colombia      Foreign   Union Temporal Rentacol   Colombia   CP     11.11     77,242        220,550        297,792        123,988        —          —          —          —          123,988   

Foreign

    Codensa        Colombia      Foreign   Mareauto Colombia SAS   Colombia   CP     11.43     3,550        10,155        13,705        13,532        —          —          —          —          13,532   

Foreign

    Codensa        Colombia      Foreign   Banco Corpbanca   Colombia   CP     6.82     6,421        18,686        25,107        24,953        1,549        —          —          —          26,502   

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco de Interbank   Peru   Soles     5.29     —          —          —          —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     6.09     45,261        45,264        90,525        —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     6.09     79,118        79,122        158,240        —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     6.10     74,746        86,484        161,230        —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     6.09     66,136        88,201        154,337        —          —          —          —          —          —     

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Continental   Peru   Soles     6.88     292,488        873,597        1,166,085        1,153,152        —          —          —          —          1,153,152   

Foreign

    Edelnor S.A.A.        Peru      Foreign   Banco Santander Perú   Peru   Soles     6.02     165,559        495,501        661,060        493,681        —          —          —          —          493,681   

Foreign

    EE Piura        Peru      Foreign   Banco de Crédito   Peru   US$     5.82     1,775,037        5,210,543        6,985,580        6,680,068        6,374,556        16,889,046        —          —          29,943,670   

Foreign

    EE Piura        Peru      Foreign   Banco Scotiabank   Peru   US$     3.81     135,387        1,116,898        1,252,285        3,316,801        3,208,491        3,100,181        2,991,871        2,172,825        14,790,169   

Foreign

    EE Piura        Peru      Foreign   Banco de Crédito   Peru   Soles     5.77     619,083        1,817,540        2,436,623        2,330,734        2,224,846        5,900,991        —          —          10,456,571   

Foreign

    Edegel S.A.A.        Peru      Foreign   Banco Scotiabank   Peru   US$     2.46     2,415,398        17,022,550        19,437,948        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia      Foreign   Banco Corpbanca   Colombia   CP     8.67     7,073        20,460        27,533        27,244        10,708        —          —          —          37,952   

Foreign

    Emgesa S.A. E.S.P.        Colombia      Foreign   Equirent S.A.   Colombia   CP     7.99     6,938        20,110        27,048        25,442        8,851        —          —          —          34,293   
        Total        5,769,437        27,125,661        32,895,098        14,189,595        11,829,001        25,890,218        2,991,871        2,172,825        57,073,510   

 

Tax
ID Number
  Company   Country   Tax
ID
Number
  Financial Institution   Country   Currency   Nominal
Interest
Rate
    As of December 31, 2015  
                Current     Non-Current  
                Less than
90 days
ThCh$
    More than
90 days
ThCh$
    Total
Current
ThCh$
   

One to
two years

ThCh$

    Two to
three years
ThCh$
    Three to
four years
ThCh$
   

Four to
five years

ThCh$

    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

Foreign

  Codensa   Colombia   Foreign   Union Temporal Rentacol   Colombia   CP     11.11     104,950        284,704        389,654        309,519        —          —          —          —          309,519   

Foreign

  Codensa   Colombia   Foreign   Mareauto Colombia SAS   Colombia   CP     11.43     3,894        11,011        14,905        14,462        6,468        —          —          —          20,930   

Foreign

  Codensa   Colombia   Foreign   Banco Corpbanca   Colombia   CP     6.82     24,433        35,543        59,976        25,939        13,636        —          —          —          39,575   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Soles     5.29     111,240        —          111,240        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     6.09     88,396        181,920        270,316        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     6.09     81,772        245,252        327,024        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     6.10     77,478        232,058        309,536        12,127        —          —          —          —          12,127   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     6.09     68,777        205,694        274,471        22,795        —          —          —          —          22,795   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Soles     6.88     948        2,845        3,793        70,687        —          —          —          —          70,687   

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Santander Perú   Peru   Soles     6.02     174,389        519,118        693,507        682,380        —          —          —          —          682,380   

Foreign

  EE Piura   Peru   Foreign   Banco de Crédito   Peru   US$     5.82     1,905,026        5,600,924        7,505,950        7,201,538        6,897,126        6,592,714        14,774,124        —          35,465,502   

Foreign

  EE Piura   Peru   Foreign   Banco Scotiabank   Peru   US$     3.81     —          —          —          —          —          —          —          —          —     

Foreign

  EE Piura   Peru   Foreign   Banco de Crédito   Peru   Soles     5.77     649,814        1,909,231        2,559,045        2,451,818        2,344,592        2,237,365        4,986,674        —          12,020,449   

Foreign

  Edegel S.A.A.   Peru   Foreign   Banco Scotiabank   Peru   US$     2.46     2,584,782        7,682,823        10,267,605        15,644,049        —          —          —          —          15,644,049   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Corpbanca   Colombia   CP     8.67     7,331        21,099        28,430        27,912        23,306        —          —          —          51,218   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Equirent S.A.   Colombia   CP     7.99     6,977        20,183        27,160        27,731        20,095        —          —          —          47,826   
        Total        5,890,207        16,952,405        22,842,612        26,490,957        9,305,223        8,830,079        19,760,798        —          64,387,057   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-192


Table of Contents

d) Other liabilities

Other liabilities by company

 

Tax
ID Number
  Company   Country   Tax
ID
Number
  Financial Institution   Country   Currency   Nominal
Interest
Rate
    As of June 30, 2016 (Unaudited)  
                Current     Non-Current  
                Less than
90 days
ThCh$
    More than
90 days
ThCh$
    Total
Current
ThCh$
    One to
two years
ThCh$
    Two to
three years
ThCh$
    Three to
four years
ThCh$
    Four to five
years
ThCh$
    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

Foreign

  Ampla Energía S.A.   Brazil   Foreign   BNDES   Brazil   Real     9.17     —          —          —          —          —          —          —          —          —     

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real     8.33     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real     7.85     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Eletrobras   Brazil   Real     6.08     615,063        1,634,530        2,249,593        2,072,316        1,782,779        1,520,927        1,245,826        1,251,815        7,873,663   

Foreign

  Coelce S.A.   Brazil   Foreign   BNDES   Brazil   Real     10.43     —          —          —          —          —          —          —          —          —     

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   US$     52.56     —          —          —          —          —          —          —          —          —     

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Mitsubishi (deuda
garantizada)
  Argentina   US$     0.66     551,654        1,652,838        2,204,492        6,416,784        1,637,664        1,725,870        1,778,926        21,397,688        32,956,932   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Otros   Argentina   Arg$     28.49     4,951,119        13,175,823        18,126,942        —          —          —          —          —          —     

Foreign

  Hidroinvest S.A.   Argentina   Foreign   Otros   Argentina   US$     2.49     1,132        183,442        184,574        —          —          —          —          —          —     
        Total        6,118,968        16,646,633        22,765,601        8,489,100        3,420,443        3,246,797        3,024,752        22,649,503        40,830,595   

 

Tax
ID Number
  Company   Country   Tax
ID
Number
  Financial Institution   Country   Currency   Nominal
Interest
Rate
    As of December 31, 2015  
                Current     Non-Current  
                Less than
90 days
ThCh$
    More than
90 days
ThCh$
    Total
Current
ThCh$
   

One to
two years

ThCh$

    Two to
three years
ThCh$
    Three to
four years
ThCh$
   

Four to
five years

ThCh$

    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

Foreign

  Ampla Energía S.A.   Brazil   Foreign   BNDES   Brazil   Real     9.17     7,170,765        22,702,647        29,873,412        29,555,949        23,816,520        18,573,479        12,754,861        8,800,388        93,501,197   

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real     8.33     298,586        868,484        1,167,070        1,094,340        1,021,609        948,878        447,165        —          3,511,992   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do
Nordeste
  Brazil   Real     7.85     1,200,204        3,489,229        4,689,433        4,392,407        4,095,381        977,435        —          —          9,465,223   

Foreign

  Coelce S.A.   Brazil   Foreign   Eletrobras   Brazil   Real     6.08     693,523        1,569,329        2,262,852        1,878,520        1,681,608        1,485,719        1,223,656        1,609,492        7,878,995   

Foreign

  Coelce S.A.   Brazil   Foreign   BNDES   Brazil   Real     10.43     2,314,061        7,646,652        9,960,713        10,148,604        9,382,994        8,617,385        5,533,315        3,928,496        37,610,794   

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do
Brasil
  Brazil   US$     52.56     20,770        62,310        83,080        83,080        83,079        83,080        83,080        2,247,602        2,579,921   

Foreign

  Endesa Costanera S.A.   Argentina   Foreign   Mitsubishi
(deuda
garantizada)
  Argentina   US$     0.66     590,129        1,768,176        2,358,305        5,810,613        1,792,235        1,883,493        1,937,302        23,273,695        34,697,338   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Otros   Argentina   Arg$     28.49     2,347,678        14,015,924        16,363,602        4,358,417        681,224        —          —          —          5,039,641   

Foreign

  Hidroinvest S.A.   Argentina   Foreign   Otros   Argentina   US$     2.49     898        196,109        197,007        —          —          —          —          —          —     
        Total        14,636,614        52,318,860        66,955,474        57,321,930        42,554,650        32,569,469        21,979,379        39,859,673        194,285,101   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-193


Table of Contents

APPENDIX 5 DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY:

This appendix forms an integral part of the Enersis Américas financial statements.

The detail of assets and liabilities denominated in foreign currencies is the following:

 

ASSETS    Foreign currency      Functional
currency
    

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

CURRENT ASSETS

                                   

Cash and cash equivalents

                       61,087,003         22,124,481   
       U.S. dollar         Chilean peso         44,860,711         6,606,837   
       U.S. dollar         Colombian peso         434,506         195,597   
       U.S. dollar         Peruvian sol         13,600,265         14,024,599   
       U.S. dollar         Argentine peso         2,191,521         1,297,448   

Total current assets other than assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

   

              61,087,003         22,124,481   

TOTAL CURRENT ASSETS

             61,087,003         22,124,481   

 

                06-30-2016 (Unaudited)  
                Current liabilities     Non-current liabilities  
     Foreign
currency
    Functional
currency
    Up to 90
days
ThCh$
    91 days to
1 year
ThCh$
    Total
Current
ThCh$
    One to two
years
ThCh$
    Two to three
years
ThCh$
    Three to
four years
ThCh$
    Four to
five years
ThCh$
    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

LIABILITIES

                                                                                       

Other current financial liabilities

    U.S. dollar        Chilean peso        3,363,187        168,830,927        172,194,114        41,096        41,096        41,096        41,096        794,450        958,834   
      U.S. dollar        Reales        226,095        678,286        904,381        904,382        25,090,423        81,390        81,390        2,070,043        28,227,628   
      U.S. dollar        Peruvian sol        19,226,949        42,379,334        61,606,283        37,603,528        16,923,851        20,819,542        10,150,199        11,657,677        97,154,797   
      U.S. dollar        Argentine peso        552,786        1,836,280        2,389,066        6,416,784        1,637,664        1,725,870        1,778,926        21,397,688        32,956,932   

TOTAL PASIVOS

  

    23,369,017        213,724,827        237,093,844        44,965,790        43,693,034        22,667,898        12,051,611        35,919,858        159,298,191   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-194


Table of Contents
                12-31-2015  
                Current liabilities     Non-current liabilities  
     Foreign
currency
    Functional
currency
    Up to 90
days
ThCh$
    91 days to
1 year
ThCh$
    Total
Current
ThCh$
    One to two
years
ThCh$
    Two to three
years
ThCh$
    Three to
four years
ThCh$
    Four to
five years
ThCh$
    More than
five years
ThCh$
    Total Non-
Current
ThCh$
 

LIABILITIES

                                                                                       

Other current financial liabilities

    U.S. dollar        Chilean peso        3,015,734        186,297,709        189,313,443        39,170        39,170        39,170        39,170        843,993        1,000,673   
      U.S. dollar        Reales        20,770        62,310        83,080        83,080        83,079        83,080        83,080        2,247,602        2,579,921   
      U.S. dollar        Peruvian sol        31,821,714        32,310,979        64,132,693        28,734,262        34,555,459        13,529,933        22,582,038        10,086,341        109,488,033   
      U.S. dollar        Argentine peso        4,492,243        1,964,285        6,456,528        5,810,613        1,792,235        1,883,493        1,937,302        23,273,695        34,697,338   

TOTAL PASIVOS

  

    39,350,461        220,635,283        259,985,744        34,667,125        36,469,943        15,535,676        24,641,590        36,451,631        147,765,965   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-195


Table of Contents

APPENDIX 6 ADDITIONAL INFORMATION OFICIO CIRCULAR (OFFICIAL BULLETIN) No. 715 OF FEBRUARY 3, 2012:

This appendix forms an integral part of the Enersis Américas financial statements.

a) Portfolio stratification

 

    Trade and other receivables by time in arrears:

 

Trade and Other Current Receivables   June 30, 2016 (Unaudited)         
  Up-to-date
portfolio
ThCh$
    1-30 days
in arrears
ThCh$
    31-60 days in
arrears
ThCh$
    61-90 days in
arrears
ThCh$
    91-120 days in
arrears
ThCh$
   

121-150 days in
arrears

ThCh$

   

151-180 days in
arrears

ThCh$

   

181-210 days in
arrears

ThCh$

   

211-250 days in
arrears

ThCh$

   

More than 251 days
in arrears

ThCh$

    Total
Current
ThCh$
    Total Non-
Current
ThCh$
 

Trade receivables, gross

    640,230,618        128,600,416        49,445,089        17,888,441        31,872,975        15,782,544        14,914,486        8,741,381        11,831,410        137,549,353        1,056,856,713        233,917,786   

Impairment provision

    (1,942,857     (1,214,937     (590,458     (835,309     (5,851,555     (6,630,261     (5,760,222     (1,812,649     (1,926,453     (94,093,625     (120,658,326     (15,433,828

Other accounts receivable, gross

    254,334,298        —          —          —          —          —          —          —          —          —          254,334,298        131,644,603   

Impairment provision

    (1,411,007     —          —          —          —          —          —          —          —          —          (1,411,007     —     

Total

    891,211,052        127,385,479        48,854,631        17,053,132        26,021,420        9,152,283        9,154,264        6,928,732        9,904,957        43,455,728        1,189,121,678        350,128,561   

 

Trade and Other Current Receivables   December 31, 2015         
  Up-to-date
portfolio
ThCh$
    1-30 days in
arrears
ThCh$
    31-60 days in
arrears
ThCh$
    61-90 days in
arrears
ThCh$
    91-120 days in
arrears
ThCh$
   

121-150 days in
arrears

ThCh$

   

151-180 days in
arrears

ThCh$

   

181-210 days in
arrears

ThCh$

   

211-250 days in
arrears

ThCh$

   

More than 251 days
in arrears

ThCh$

    Total
Current
ThCh$
    Total Non-
Current
ThCh$
 

Trade receivables, gross

    577,040,344        69,749,887        36,722,157        15,687,116        20,749,032        12,624,597        25,381,047        10,410,324        9,076,689        82,254,409        859,695,602        257,022,423   

Impairment provision

    (1,402,962     (682,398     (1,571,631     (2,009,596     (5,939,987     (7,094,068     (19,937,434     (6,841,473     (7,231,279     (52,413,506     (105,124,334     —     

Other accounts receivable, gross

    334,685,900        —          —          —          —          —          —          —          —          —          334,685,900        141,673,441   

Impairment provision

    (1,125,601     —          —          —          —          —          —          —          —          —          (1,125,601     —     

Total

    909,197,681        69,067,489        35,150,526        13,677,520        14,809,045        5,530,529        5,443,613        3,568,851        1,845,410        29,840,903        1,088,131,567        398,695,864   

 

    By type of portfolio:

 

Time in Arrears   Balance as of June 30, 2016 (Unaudited)     Balance as of December 31, 2015  
  Non-renegotiated portfolio     Renegotiated portfolio     Total Gross Portfolio     Non-renegotiated portfolio     Renegotiated portfolio     Total Gross Portfolio  
  Number of
customers
    Gross
Amount
ThCh$
    Number of
customers
    Gross
Amount
ThCh$
    Number of
customers
    Gross
Amount
ThCh$
    Number of
customers
    Gross
Amount
ThCh$
    Number of
customers
    Gross
Amount
ThCh$
    Number of
customers
    Gross
Amount
ThCh$
 

Up-to-date

    9,678,498        844,038,094        148,791        30,110,310        9,827,289        874,148,404        9,496,241        804,676,526        195,019        29,386,241        9,691,260        834,062,767   

1 to 30 days

    2,614,129        123,606,025        83,283        4,994,391        2,697,412        128,600,416        2,104,270        65,980,622        80,275        3,769,265        2,184,545        69,749,887   

31 to 60 days

    445,162        46,414,510        11,163        3,030,579        456,325        49,445,089        285,256        34,798,871        6,727        1,923,286        291,983        36,722,157   

61 to 90 days

    163,970        15,322,144        9,207        2,566,297        173,177        17,888,441        77,855        14,036,045        7,552        1,651,071        85,407        15,687,116   

91 to 120 days

    125,581        29,524,117        8,377        2,348,858        133,958        31,872,975        177,160        19,282,854        5,840        1,466,178        183,000        20,749,032   

121 to 150 days

    105,584        13,789,576        8,259        1,992,968        113,843        15,782,544        172,778        11,272,010        6,289        1,352,587        179,067        12,624,597   

151 to 180 days

    90,630        13,238,456        7,441        1,676,030        98,071        14,914,486        111,678        24,222,662        6,415        1,158,385        118,093        25,381,047   

181 to 210 days

    55,694        7,234,323        5,263        1,507,058        60,957        8,741,381        94,221        9,312,808        4,390        1,097,516        98,611        10,410,324   

211 to 250 days

    50,493        10,387,578        4,110        1,443,832        54,603        11,831,410        55,382        8,049,056        4,688        1,027,633        60,070        9,076,689   

More than 251 days

    357,224        131,137,550        5,818        6,411,803        363,042        137,549,353        618,700        78,781,681        8,092        3,472,728        626,792        82,254,409   

Total

    13,686,965        1,234,692,373        291,712        56,082,126        13,978,677        1,290,774,499        13,193,541        1,070,413,135        325,287        46,304,890        13,518,828        1,116,718,025   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-196


Table of Contents

b) Portfolio in default and in legal collection process

 

      Balance as of      Balance as of  
Portfolio in Default and in Legal Collection Process    06-30-2016 (Unaudited)      12-31-2015  
  

Number of

Clients

    

Amount

ThCh$

    

Number of

Clients

    

Amount

ThCh$

 

Notes receivable in default

     1,874,008         23,549,700         1,872,073         23,354,556   

Notes receivable in legal collection process (*)

     4,662         17,284,353         4,219         16,044,580   

Total

     1,878,670         40,834,053         1,876,292         39,399,136   

 

  (*) Legal collections are included in the portfolio in arrears.

c) Provisions and write-offs

 

Provisions and Write-offs    Balance as of  
  

06-30-2016

(Unaudited)
ThCh$

     12-31-2015
ThCh$
 

Provision for non-renegotiated portfolio

     16,140,054         25,846,624   

Provision for renegotiated portfolio

     9,217,751         6,081,295   

Write-offs during the period

     —           (23,480,578

Recoveries during the period

     —           14,962,098   

Total

     25,357,805         23,409,439   

d) Number and amount of operations

 

Number and Amount of Operations    Balance as of  
   06-30-2016 (Unaudited)      12-31-2015  
  

Total detail by

type of operation

Last Quarter

    

Total detail by

type of operation

Annual

Accumulation

    

Total detail by

type of

operation Last

Quarter

    

Total detail by

type of operation

Annual

Accumulation

 
   ThCh$      ThCh$      ThCh$      ThCh$  

Impairment provision and recoveries

                                   

Number of operations

     268,093         518,197         199,988         557,364   

Value of operations, in ThCh$

     18,448,847         25,357,805         11,043,157         46,890,017   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-197


Table of Contents

APPENDIX 6.1 SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES:

This appendix forms an integral part of the Enersis Américas financial statements.

a) Portfolio stratification

 

    Trade receivables by time in arrears:

 

Trade Receivables   Balance as of June 30, 2016 (Unaudited)  
  Up-to-date
ThCh$
    1-30
days in
arrears
ThCh$
    31-60
days in
arrears
ThCh$
    61-90
days in
arrears
ThCh$
    91-120
days in
arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than
251 days in
arrears
ThCh$
    More than
365 days in
arrear
ThCh$
    Total
Current
ThCh$
    Total Non-
Current
ThCh$
 

Trade receivables, Generation and Transmission

    212,220,168        23,629,464        6,565,809        3,687,883        9,907,601        3,500,003        3,806,254        3,345,135        6,860,600        19,473,549        49,849,096        342,845,562        206,969,689   

- Large Clientes

    88,165,321        22,662,967        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        20,891        160,261,805        —     

- Institutional Clients

    89,649,196        —          —          —          —          —          —          —          —          —          —          89,649,196        206,959,522   

- Others

    34,405,651        966,497        475,307        248,640        6,578,408        55,777        50,980        66,881        109,401        148,814        49,828,205        92,934,561        10,167   

Impairment provision

    (1,097,712     —          —          (126,386     (4,309     —          —          —          —          (5,140,023     (49,142,995     (55,511,425     —     

Unbilled services

    82,086,272        584,125        —          —          —          —          —          —          —          —          —          82,670,397        29,020,521   

Billed services

    130,133,896        23,045,339        6,565,809        3,687,883        9,907,601        3,500,003        3,806,254        3,345,135        6,860,600        19,473,549        49,849,096        260,175,165        177,949,168   

Trade receivables, Distribution

    428,010,450        104,970,952        42,879,280        14,200,558        21,965,374        12,282,541        11,108,232        5,396,246        4,970,810        33,439,182        34,787,526        714,011,151        26,948,097   

- Mass-market Clients

    275,652,161        80,263,728        24,872,809        8,086,489        7,024,703        7,586,643        6,099,045        1,685,045        1,691,030        22,072,796        22,953,300        457,987,749        21,093,823   

- Large Clients

    101,585,222        14,344,872        11,744,007        2,330,952        2,092,311        2,010,449        2,018,290        1,160,428        1,173,423        4,528,429        10,502,342        153,490,725        1,957,744   

- Institutional Clients

    50,773,067        10,362,352        6,262,464        3,783,117        12,848,360        2,685,449        2,990,897        2,550,773        2,106,357        6,837,957        1,331,884        102,532,677        3,896,530   

Impairment provision

    (845,145     (1,214,937     (590,458     (708,923     (5,847,246     (6,630,261     (5,760,222     (1,812,649     (1,926,453     (21,092,203     (18,718,404     (65,146,901     (15,433,828

Unbilled services

    218,190,339        —          —          —          —          —          —          —          —          —          —          218,190,339        —     

Billed services

    209,820,111        104,970,952        42,879,280        14,200,558        21,965,374        12,282,541        11,108,232        5,396,246        4,970,810        33,439,182        34,787,525        495,820,811        26,948,097   

Total Trade Receivables, Gross

    640,230,618        128,600,416        49,445,089        17,888,441        31,872,975        15,782,544        14,914,486        8,741,381        11,831,410        52,912,731        84,636,622        1,056,856,713        233,917,786   

Total Impairment Provision

    (1,942,857     (1,214,937     (590,458     (835,309     (5,851,555     (6,630,261     (5,760,222     (1,812,649     (1,926,453     (26,232,226     (67,861,399     (120,658,326     (15,433,828

Total Trade Receivables, Net

    638,287,761        127,385,479        48,854,631        17,053,132        26,021,420        9,152,283        9,154,264        6,928,732        9,904,957        26,680,505        16,775,223        936,198,387        218,483,958   

Since not all of our commercial databases in our Group’s different subsidiaries distinguish whether the final electricity service consumer is a natural or legal person, the main management segmentation used by all the subsidiaries to monitor and follow up on trade receivables is the following:

 

    Mass-market clients

 

    Large clients

 

    Institutional clients

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-198


Table of Contents
Trade Receivables   Balance as of December 31, 2015  
  Up-to-date
ThCh$
   

1-30

days in
arrears
ThCh$

    31-60
days in
arrears
ThCh$
    61-90
days in
arrears
ThCh$
    91-120
days in
arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than
251 days in
arrears
ThCh$
    More than
365 days
in arrears
ThCh$
    Total
Current
ThCh$
    Total Non-
Current
ThCh$
 

Trade receivables, Generation and Transmission

    214,520,868        10,315,795        3,889,661        3,959,399        3,758,589        3,671,364        3,869,173        5,219,854        118,598        47,438,345        —         296,761,646        230,330,033   

- Large Clientes

    105,350,555        9,422,903        3,835,624        3,804,996        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,646        —          142,976,051        —     

- Institutional Clients

    76,797,290        —          —          —          —          —          —          —          —          —          —          76,797,290        227,118,907   

- Others

    32,373,023        892,892        54,037        154,403        24,463        30,266        318,316        26,930        43,276        43,070,699        —          76,988,305        3,211,126   

Impairment provision

    (212,623     —          —          (363,070     —          —          (415,609     (2,735,412     —          (45,093,112     —          (48,819,826     —     

Unbilled services

    89,723,981        —          —          —          —          —          —          —          —          —          —          89,723,981        32,993,708   

Billed services

    124,796,887        10,315,795        3,889,661        3,959,399        3,758,589        3,671,364        3,869,173        5,219,854        118,598        47,438,345        —          207,037,665        197,336,325   

Trade receivables, Distribution

    362,519,476        59,434,092        32,832,496        11,727,717        16,990,443        8,953,233        21,511,874        5,190,470        8,958,091        34,816,064        —         562,933,956        26,692,390   

- Mass-market Clients

    217,119,041        36,222,800        21,046,214        7,845,767        5,350,487        5,742,028        18,419,905        2,598,396        6,157,123        10,208,043        —          330,709,804        13,043,874   

- Large Clients

    99,833,365        12,867,396        6,598,117        1,338,886        1,095,541        996,107        1,253,697        767,947        850,748        21,559,120        —          147,160,924        3,424,933   

- Institutional Clients

    45,567,070        10,343,896        5,188,165        2,543,064        10,544,415        2,215,098        1,838,272        1,824,127        1,950,220        3,048,901        —          85,063,228        10,223,583   

Impairment provision

    (1,190,339     (682,398     (1,571,631     (1,646,526     (5,939,987     (7,094,068     (19,521,825     (4,106,061     (7,231,279     (7,320,394     —          (56,304,508     —     

Unbilled services

    173,794,483        —          —          —          —          —          —          —          —          —          —          173,794,483        —     

Billed services

    188,724,993        59,434,092        32,832,496        11,727,717        16,990,443        8,953,233        21,511,874        5,190,470        8,958,091        34,816,064        —          389,139,473        26,692,390   

Total Trade Receivables, Gross

    577,040,344        69,749,887        36,722,157        15,687,116        20,749,032        12,624,597        25,381,047        10,410,324        9,076,689        82,254,409        —          859,695,602        257,022,423   

Total Impairment Provision

    (1,402,962     (682,398     (1,571,631     (2,009,596     (5,939,987     (7,094,068     (19,937,434     (6,841,473     (7,231,279     (52,413,506     —          (105,124,334     —     

Total Trade Receivables, Net

    575,637,382        69,067,489        35,150,526        13,677,520        14,809,045        5,530,529        5,443,613        3,568,851        1,845,410        29,840,903        —          754,571,268        257,022,423   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-199


Table of Contents
    By type of portfolio:

 

Type of Portfolio   June 30, 2016 (Unaudited)  
  Up-to-date
ThCh$
   

1-30 days in
arrears

ThCh$

   

31-60 days
in arrears

ThCh$

   

61-90 days
in arrears

ThCh$

   

91-120 days
in arrears

ThCh$

    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than
251 days in
arrears
ThCh$
   

Total

ThCh$

 

     GENERATION AND TRANSMISSION

                                                                                       

Non-renegotiated portfolio

    206,972,681        23,343,667        6,517,708        3,645,161        9,872,168        3,484,129        3,783,427        3,318,988        6,798,821        68,631,403        336,368,153   

- Large Clientes

    88,165,321        22,662,967        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,345,626        160,261,805   

- Institutional Clients

    89,649,196        —          —          —          —          —          —          —          —          106,465        89,755,661   

- Others

    29,158,164        680,700        427,206        205,918        6,542,975        39,903        28,153        40,734        47,622        49,179,312        86,350,687   

Renegotiated portfolio

    5,247,487        285,796        48,100        42,723        35,433        15,874        22,827        26,147        61,778        691,242        6,477,407   

- Large Clientes

    —          —          —          —          —          —          —          —          —          —          —     

- Institutional Clients

    —          —          —          —          —          —          —          —          —          —          —     

- Others

    5,247,487        285,796        48,100        42,723        35,433        15,874        22,827        26,147        61,778        691,242        6,477,407   

     DISTRIBUTION

                                                                                       

Non-renegotiated portfolio

    425,692,231        100,262,358        39,896,802        11,676,983        19,651,949        10,305,447        9,455,029        3,915,335        3,588,757        62,506,147        686,951,038   

- Mass-market Clients

    273,762,126        77,361,438        23,034,731        6,621,671        5,754,103        6,486,397        5,273,940        921,857        1,002,190        12,060,859        412,279,312   

- Large Clients

    101,246,482        13,374,806        11,417,159        2,053,932        1,819,962        1,823,626        1,873,373        1,027,465        1,057,373        24,441,866        160,136,044   

- Institutional Clients

    50,683,623        9,526,114        5,444,912        3,001,380        12,077,884        1,995,424        2,307,716        1,966,013        1,529,194        26,003,422        114,535,682   

Renegotiated portfolio

    2,318,219        4,708,595        2,982,479        2,523,574        2,313,425        1,977,094        1,653,203        1,480,911        1,382,054        5,720,561        27,060,115   

- Mass-market Clients

    1,890,035        2,902,287        1,838,078        1,464,816        1,270,602        1,100,245        825,105        763,189        688,841        2,592,408        15,335,606   

- Large Clients

    338,740        970,069        326,849        277,021        272,348        186,824        144,917        132,962        116,050        588,904        3,354,684   

- Institutional Clients

    89,444        836,239        817,552        781,737        770,475        690,025        683,181        584,760        577,163        2,539,249        8,369,825   

Total Portfolio, Gross

    640,230,618        128,600,416        49,445,089        17,888,441        31,872,975        15,782,544        14,914,486        8,741,381        11,831,410        137,549,353        1,056,856,713   
         
Type of Portfolio   December 31, 2105  
  Up-to-date
ThCh$
    1-30 days in
arrears
ThCh$
    31-60 days
in arrears
ThCh$
    61-90 days
in arrears
ThCh$
    91-120 days
in arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than
251 days in
arrears
ThCh$
   

Total

ThCh$

 

     GENERATION AND TRANSMISSION

                                                                                       

Non-renegotiated portfolio

    209,710,717        10,292,925        3,835,624        3,934,142        3,734,126        3,641,098        3,839,625        5,192,924        75,322        47,048,299        291,304,802   

- Large Clientes

    105,350,555        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        142,976,051   

- Institutional Clients

    76,797,290        —          —          —          —          —          —          —          —          —          76,797,290   

- Others

    27,562,872        870,022        —          129,145        —          —          288,768        —          —          42,680,654        71,531,461   

Renegotiated portfolio

    4,810,151        22,870        54,037        25,257        24,463        30,266        29,548        26,930        43,276        390,045        5,456,843   

- Large Clientes

    —          —          —          —          —          —          —          —          —          —          —     

- Institutional Clients

    —          —          —          —          —          —          —          —          —          —          —     

- Others

    4,810,151        22,870        54,037        25,257        24,463        30,266        29,548        26,930        43,276        390,045        5,456,843   

     DISTRIBUTION

                                                                                       

Non-renegotiated portfolio

    360,318,915        55,687,697        30,963,247        10,101,903        15,548,728        7,630,912        20,383,037        4,119,884        7,973,734        31,733,382        544,461,439   

- Mass-market Clients

    215,638,939        34,316,549        19,859,514        6,818,125        4,452,336        4,953,953        17,774,987        2,008,723        5,629,594        8,660,803        320,113,523   

- Large Clients

    99,340,127        11,546,722        6,337,137        1,122,596        936,511        831,176        1,130,633        643,942        736,404        4,107,633        126,732,881   

- Institutional Clients

    45,339,849        9,824,426        4,766,596        2,161,182        10,159,881        1,845,783        1,477,417        1,467,219        1,607,736        18,964,946        97,615,035   

Renegotiated portfolio

    2,200,561        3,746,395        1,869,249        1,625,814        1,441,715        1,322,321        1,128,837        1,070,586        984,357        3,082,683        18,472,518   

- Mass-market Clients

    1,480,102        1,906,252        1,186,699        1,027,641        898,152        788,075        644,917        589,672        527,529        1,547,241        10,596,280   

- Large Clients

    493,237        1,320,673        260,980        216,290        159,030        164,931        123,064        124,005        114,344        428,743        3,405,297   

- Institutional Clients

    227,222        519,470        421,570        381,883        384,533        369,315        360,856        356,909        342,484        1,106,699        4,470,941   

Total Portfolio, Gross

    577,040,344        69,749,887        36,722,157        15,687,116        20,749,032        12,624,597        25,381,047        10,410,324        9,076,689        82,254,409        859,695,602   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-200


Table of Contents

APPENDIX 6.2 ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY:

This appendix forms an integral part of the Enersis Américas financial statements.

 

COUNTRY   COLOMBIA     PERU     ARGENTINA     BRAZIL     TOTAL  
    06-30-2016
(Unaudited)
    12-31-2015     06-30-2016
(Unaudited)
    12-31-2015     06-30-2016
(Unaudited)
    12-31-2015     06-30-2016
(Unaudited)
    12-31-2015    

06-30-2016

(Unaudited)

    12-31-2015  
BALANCE   Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls  

Current accounts receivable from related parties

    727,223        232,859        312,398        231,744        —          —          —          —          —          —          —          —          247,242        6,749        —          5,967        974,465        239,608        312,398        237,711   

Trade and other current receivables

    83,225,863        4,998,738        91,292,198        3,767,410        34,963,063        4,316,021        39,545,565        5,091,255        82,222,031        34,410        26,291,133        114,662        96,382,860        5,550,568        95,783,612        4,867,959        296,793,817        14,899,737        252,912,508        13,841,286   

Total Estimated Assets

    83,953,086        5,231,597        91,604,596        3,999,154        34,963,063        4,316,021        39,545,565        5,091,255        82,222,031        34,410        26,291,133        114,662        96,630,102        5,557,317        95,783,612        4,873,926        297,768,282        15,139,345        253,224,906        14,078,997   

Current accounts payable to related parties

    64,233        101,079        43,386        85,780        —          —          —          —          —          —          —          —          1,642,643        —          1,107,814                1,706,876        101,079        1,151,200        85,780   

Trade and other current payables

    23,156,902        6,398,161        21,741,708        5,032,612        24,847,464        4,657,686        25,029,210        4,373,789        25,970,488        —          8,559,240        —          100,027,169        4,757,429        167,569,844        3,833,787        174,002,023        15,813,276        222,900,002        13,240,188   

Total Estimated Liabilities

    23,221,135        6,499,240        21,785,094        5,118,392        24,847,464        4,657,686        25,029,210        4,373,789        25,970,488        —         8,559,240        —         101,669,812        4,757,429        168,677,658        3,833,787        175,708,899        15,914,355        224,051,202        13,325,968   
    COLOMBIA     PERU     ARGENTINA     BRASIL     TOTAL  
     06-30-2016
(Unaudited)
    06-30-2015
(Unaudited)
    06-30-2016
(Unaudited)
    06-30-2015
(Unaudited)
    06-30-2016
(Unaudited)
    06-30-2015
(Unaudited)
    06-30-2016
(Unaudited)
    06-30-2015
(Unaudited)
    06-30-2016
(Unaudited)
    06-30-2015
(Unaudited)
 
RESULTS   Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy
and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls  

Energy sales

    81,779,552        19,280,520        91,478,698        5,409,051        35,393,335        4,369,136        36,416,969        3,932,094        87,133,676        37,293        24,896,167        21,516        87,840,795        5,083,470        94,987,438        8,327,132        292,147,358        28,770,419        247,779,272        17,689,793   

Energy purchases

    22,619,943        18,055,428        22,443,417        11,847,918        25,149,510        4,701,688        21,262,769        4,127,357        28,146,128        —          11,642,227        —          92,422,101        4,324,701        149,446,864        6,274,449        168,337,682        27,081,817        204,795,277        22,249,724   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-201


Table of Contents

APPENDIX 7 DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS:

This appendix forms an integral part of the Enersis Américas financial statements.

 

Suppliers with Payments Up-to-Date   Balance as of     Balance as of  
  06-30-2016 (Unaudited)     12-31-2015  
 

Goods

ThCh$

   

Services

ThCh$

   

Other

ThCh$

   

Total

ThCh$

   

Goods

ThCh$

   

Services

ThCh$

   

Other

ThCh$

   

Total

ThCh$

 

Up to 30 days

    —          120,047,992        220,171,994        340,219,986        —          107,441,015        224,427,906        331,868,921   

From 31 to 60 days

    —          14,955,042        27,612,356        42,567,398        —          13,041,611        16,446,525        29,488,136   

From 61 to 90 days

    —          —          3,386,688        3,386,688        —          —          —          —     

From 91 to 120 days

    —          —          —          —          —          —          —          —     

From 121 to 365 days

    —          —          —          —          —          —          —          —     

More than 365 days

    —          —          2,780,803        2,780,803        —          —          2,278,233        2,278,233   

Total

    —         135,003,034        253,951,841        388,954,875        —         120,482,626        243,152,664        363,635,290   
Suppliers with Payments Overdue   Balance as of     Balance as of  
  06-30-2016 (Unaudited)     12-31-2015  
 

Goods

ThCh$

   

Services

ThCh$

   

Other

ThCh$

   

Total

ThCh$

   

Goods

ThCh$

   

Services

ThCh$

   

Other

ThCh$

   

Total

ThCh$

 

Up to 30 days

    —          —          —          —          —          —          10,249,865        10,249,865   

From 31 to 60 days

    —          —          —          —          —          —          —          —     

From 61 to 90 days

    —          —          196,657        196,657        —          —          —          —     

From 91 to 120 days

    —          —          —          —          —          —          —          —     

From 121 to 365 days

    —          —          —          —          —          —          —          —     

More than 365 days

    —          —          71,049,141        71,049,141        —          —          87,506,351        87,506,351   

Total

    —         —         71,245,798        71,245,798        —         —         97,756,216        97,756,216   

 

 

The accompanying notes are an integral part of these interim consolidated financial statements

 

M-202


Table of Contents

ANNEX N

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF

JUNE 30, 2016 OF ENDESA AMÉRICAS

The historical interim consolidated financial statements of Endesa Américas S.A. (“Endesa Américas”) as of June 30, 2016 have not been examined, audited or reviewed in accordance with either the standards of the American Institute of Certified Public Accountants (AICPA) or the standards of the U.S. Public Company Accounting Oversight Board (PCAOB). The historical interim consolidated financial statements are considered unaudited for purposes of the U.S. Securities and Exchange Commission. The historical unaudited interim consolidated financial statements are being filed herewith as Annex N because they have been made publicly available in Chile to shareholders under Chilean law in connection with the proposed merger of Endesa Américas and Chilectra Américas S.A. with and into Enersis Américas S.A., with Enersis Américas S.A. surviving under the name “Enel Américas S.A.”


Table of Contents

LOGO

 

INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

for the period ending

June 30, 2016

ENDESA AMERICAS and SUBSIDIARIES

In Thousands of Chilean Pesos

(UNAUDITED)

 

N-1


Table of Contents

LOGO

 

ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Financial Statements as of June 30 and March 1, 2016 and for the period from March 1, 2016 to June 30, 2016

 

Unaudited Interim Consolidated Financial Statements:

  

Unaudited Interim Consolidated Statements of Financial Position as of June 30 and March 1, 2016

     N-3   

Unaudited Interim Consolidated Statements of Comprehensive Income for four months ended June 30, 2016

     N-4   

Unaudited Interim Consolidated Statements of Changes in Equity for four months ended June 30, 2016

     N-6   

Unaudited Interim Consolidated Statements of Direct Cash Flows for four months ended June 30, 2016

     N-7   

Notes to the Unaudited Interim Consolidated Financial Statements

     N-8   

 

Ch$

   Chilean pesos

US$

   U.S. dollars

UF

   The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.

ThCh$

   Thousands of Chilean pesos

ThUS$

   Thousands of U.S. dollars

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

N-2


Table of Contents

LOGO

 

ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Financial Position

As of June 30 and March 1, 2016

(In thousands of Chilean pesos)

(Translation of financial statements originally issued in Spanish – See Note 1)

 

 

             Note           6-30-2016     3-1-2016  

ASSETS

                   

CURRENT ASSETS

                   

Cash and cash equivalents

  5     113,637,683        211,252,436   

Other current financial assets

  6     3,330,959        4,026,343   

Other current non-financial assets

        8,182,421        11,065,826   

Trade and other current receivables, net

  7     228,027,444        211,703,393   

Current accounts receivable from related parties

  8     66,707,642        54,507,295   

Inventories

  9     27,095,115        22,562,325   

Current income tax receivables

  10     1,486,536        1,180,380   

TOTAL CURRENT ASSETS

        448,467,800        516,297,998   
       

NON-CURRENT ASSETS

                   

Other non-current financial assets

  6     1,491,012        577,719   

Other non-current non-financial assets

        1,130,895        2,764,889   

Trade and other non-current receivables, net

  7     218,201,571        220,651,649   

Investments accounted for using the equity method

  11     534,850,522        438,747,045   

Intangible assets other than goodwill

  12     31,531,661        28,938,862   

Goodwill

  13     96,566,275        94,270,450   

Property, plant and equipment, net

  14     2,632,392,915        2,464,778,942   

Deferred income tax assets

  15     15,731,766        16,403,221   

TOTAL NON-CURRENT ASSETS

        3,531,896,617        3,267,132,777   
       

TOTAL ASSETS

        3,980,364,417        3,783,430,775   
       

Liabilities and Capital

                   

CURRENT LIABILITIES

                   

Other current financial liabilities

  16     250,285,611        198,963,253   

Trade and other current payables

  19     268,138,188        238,547,183   

Current accounts payable to related parties

  8     59,695,554        57,977,586   

Provisions

  20     41,728,577        67,049,521   

Current income tax liabilities

  10     43,364,451        69,623,615   

Other current non-financial liabilities

        1,806,926        1,797,957   

TOTAL CURRENT LIABILITIES

        665,019,307        633,959,115   
       

NON-CURRENT LIABILITIES

                   

Other non-current financial liabilities

  16     925,445,179        908,367,472   

Other non-current payables

  19     35,396,432        37,652,705   

Provisions

  20     58,871,199        33,922,532   

Deferred income tax liabilities

  15     150,982,120        153,726,524   

Non-current provisions for employee benefits

  21     22,515,863        19,308,134   

Other non-current non-financial liabilities

        17,730,977        17,547,660   

TOTAL NON-CURRENT LIABILITIES

        1,210,941,770        1,170,525,027   
       

TOTAL LIABILITIES

        1,875,961,077        1,804,484,142   
       

EQUITY

                   

Allocated capital

  22     778,936,764        778,936,764   

Retained earnings

        1,329,144,560        1,297,590,577   

Share premium

        120,497,065        120,497,065   

Other reserves

  22     (946,124,191     (1,051,304,606

Equity attributable to Parent Company

        1,282,454,198        1,145,719,800   

Non-controlling interests

  22     821,949,142        833,226,833   
       

TOTAL EQUITY

        2,104,403,340        1,978,946,633   
       

TOTAL LIABILITIES AND EQUITY

        3,980,364,417        3,783,430,775   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Comprehensive Income, by Nature

For four and three months ended June 30, 2016

(In thousands of Chilean pesos)

(Translation of financial statements originally issued in Spanish – See Note 1)

 

 

      Note   

Four months ended

6-30-2016

   

Three months ended

6-30-2016

 

Revenues

   23      439,608,741        306,549,785   

Other operating income

   23      26,683,232        18,203,938   

Revenues and Other Operating Income

          466,291,973        324,753,723   
       

Raw materials and consumables used

   24      (168,410,349     (110,070,418

Contribution Margin

          297,881,624        214,683,305   
       

Other work performed by the entity and capitalized

          963,352        912,510   

Employee benefits expense

   25      (25,832,218     (19,741,778

Depreciation and amortization expense

   26      (35,395,486     (26,759,274

Impairment losses

   26      114,573        119,096   

Other expenses

   27      (26,291,365     (22,141,063

Operating Income

          211,440,480        147,072,796   
       

Other gains, net

          40,617        492,451   

Financial income

   28      10,717,000        6,876,998   

Financial costs

   28      (51,847,433     (40,137,591

Share of profit and losses of investments accounted for using the equity method

   11      25,562,551        18,965,775   

Foreign currency exchange gains (losses), net

   28      (6,960,901     3,598,577   

Profit (loss) from indexed assets and liabilities

   28      15        15   
       

Profit before taxes

          188,952,329        136,869,021   

Income tax expense

   29      (55,731,434     (50,676,392

NET PROFIT

          133,220,895        86,192,629   
       

Net profit attributable to

                     

Parent Company

          67,958,011        39,924,850   

Non-controlling interests

   22      65,262,884        46,267,779   

NET PROFIT

          133,220,895        86,192,629   
       

Basic earnings per share

                     

Basic earnings per share from continuing operations

          8.29        4.87   

Total basic earnings per share

          8.29        4.87   

Weighted average number of shares of common stock

          8,201,755        8,201,755   
       

Diluted earnings per share

                     

Diluted earnings per share from continuing operations

          8.29        4.87   

Diluted earnings per share

          8.29        4.87   

Weighted average number of shares of common stock

          8,201,755        8,201,755   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Comprehensive Income, by Nature (continued)

For four and three months ended June 30, 2016

(In thousands of Chilean pesos)

(Translation of financial statements originally issued in Spanish – See Note 1)

 

 

      Note     

  Four months  

ended

6-30-2016

    

  Three months  

ended

6-30-2016

 

Net profit

              133,220,895         86,192,629   

Components of other comprehensive income that will not be reclassified subsequently to profit or loss, before taxes

                          

Gains (losses) from defined benefit plans

     21         (1,349,033      (1,349,033

Other comprehensive income that will not be reclassified subsequently to profit or loss, before taxes

              (1,349,033      (1,349,033

Components of other comprehensive income (loss) that may be reclassified subsequently to profit or loss, before taxes

                          

Foreign currency translation gains (losses), net

              168,911,249         56,659,495   

Losses from available-for-sale financial assets

              845,643         82,903   

Net losses from cash flow hedges

              5,520,155         2,903,456   

Reclassification adjustments on cash flow hedges

              (33,582      (33,356

Share of other comprehensive loss from investments accounted for using the equity method

              (762,517      (289,474

Other comprehensive income that may be reclassified subsequently to profit or loss, before taxes

              174,480,948         59,323,024   

Components of other comprehensive income, before taxes

              173,131,915         57,973,991   

Income tax related to defined benefit plans

              517,815         517,815   

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

              517,815         517,815   

Components of other comprehensive income that will be reclassified subsequently to profit or loss, before taxes

                          

Income tax related to cash flow hedge

              (1,510,020      (856,936

Income tax related to components of comprehensive income that will be reclassified subsequently to profit or loss

              (1,510,020      (856,936

Total Other Comprehensive Income (Loss)

              172,139,710         57,634,870   

TOTAL COMPREHENSIVE INCOME

              305,360,605         143,827,499   

Comprehensive income (loss) attributable to

                          

Parent Company

              172,840,811         89,336,763   

Non-controlling interests

              132,519,794         54,490,736   

TOTAL COMPREHENSIVE INCOME

              305,360,605         143,827,499   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Changes in Equity

For four months ended June 30, 2016

(In thousands of Chilean pesos)

(Translation of financial statements originally issued in Spanish – See Note 1)

 

 

Statements of Changes in
Equity
 

Issued

Capital

    Share
Premium
           Changes in Other Reserves    

Retained

Earnings

   

Equity

Attributable

to

Shareholders

of the Parent

   

Non-

controlling

Interests

   

Total

Equity

 
     

Reserve for

Exchange

Differences

in

Foreign
Currency
Translation

   

Reserve

for

Cash

Flow

Hedges

    Reserve
for
defined
benefit
plans
   

Reserve for
Gains

and Losses
on

Remeasuring

Available-

for-Sale

Financial
Assets

   

Other

Miscellaneous

Reserves

    Total
Reserves
Other than
Retained
Earnings
         

Equity as of 3-1-2016

    778,936,764        120,497,065        (263,741,101     (8,696,789     —          (118,662     (778,748,054     (1,051,304,606     1,297,590,577        1,145,719,800        833,226,833        1,978,946,633   

Changes in equity

                                                                                               

Comprehensive income

                                                                                               

Net profit

                                                                    67,958,011        67,958,011        65,262,884        133,220,895   

Other comprehensive loss

                    103,320,160        2,365,939        (297,615     227,258        (732,942     104,882,800                104,882,800        67,256,910        172,139,710   

Total comprehensive income

                                                                            172,840,811        132,519,794        305,360,605   

Dividends

                                                                    (36,106,413     (36,106,413     (143,797,485     (179,903,898

Other changes

    —          —          —          —          297,615        —          —          297,615        (297,615     —          —          —     

Total changes in equity

    —          —          103,320,160        2,365,939        —          227,258        (732,942     105,180,415        31,553,983        136,734,398        (11,277,691     125,456,707   

Equity as of 6-30-2016

    778,936,764        120,497,065        (160,420,941     (6,330,850     —          108,596        (779,480,996     (946,124,191     1,329,144,560        1,282,454,198        821,949,142        2,104,403,340   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

Unaudited Interim Consolidated Statements of Cash Flows, Direct

For four months ended June 30, 2016

(In thousands of Chilean pesos)

(Translation of financial statements originally issued in Spanish – See Note 1)

 

 

              Four months ended  
      Note      6-30-2016  

Cash flows from operating activities

                 

Types of collection from operating activities

                 

Collections from the sale of goods and services

              496,533,658   

Collections from royalties, payments, commissions, and other income from ordinary activities

              1,270,090   

Collections from premiums and services, annual payments, and other benefits from policies held

              5,287,278   

Types of payment in cash from operating activities

                 

Payments to suppliers for goods and services

              (223,736,360

Payments to and on behalf of employees

              (27,968,285

Payments on premiums and services, annual payments, and other obligations from policies held

              (170,573

Other payments for operating activities

              (27,211,020

Cash generated from operating activities

                 

Income taxes paid

              (85,239,769

Other outflows of cash

              (6,169,954

Net cash provided by operating activities

              132,595,065   

Cash flows from investment activities

                 

Loans to related companies

              (11,978,442

Collections of loans to related companies

              16,937,574   

Purchases of property, plant and equipment

              (57,177,812

Payments from future, forward, option and swap contracts

              (1,195,794

Collections from future, forward, option and swap contracts

              1,534   

Dividends received

              916,602   

Interest received

              6,580,060   

Net cash used in investing activities

              (45,916,278

Cash flows from financing activities

                 

Total proceeds from loans

              52,799,350   

Proceeds from short-term loans

              52,799,350   

Loans from related companies

              44,184,249   

Payment of loans to related companies

              (24,436,286

Payments on borrowings

              (66,908,003

Payments on financial lease liabilities

              (4,679,489

Dividends paid

              (160,752,949

Interest paid

              (30,911,606

Other outflows of cash

              (318,047

Net cash used in finance activities

              (191,022,781

Net decrease in cash and cash equivalents before the effect of exchange rate changes

              (104,343,994

Effect of exchange rate changes on cash and cash equivalents

              6,729,241   

Net decrease in cash and cash equivalents

              (97,614,753

Cash and cash equivalents at beginning of the period

     5         211,252,436   

Cash and cash equivalents at end of the year

     5         113,637,683   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

 

ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

     N-10   

1.      BACKGROUND

     N-10   

1.1              The Group’s activities

     N-12   

2.       BASIS OF PREPARATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE ACCOUNTING PERIOD REFERRED IN THESE FINANCIAL STATEMENTS

     N-13   

2.1.             Basis of preparation

     N-13   

2.2.             New accounting pronouncements

     N-14   

2.3              Responsibility for the information, judgments and estimates provided

     N-16   

2.4              Consolidated subsidiaries

     N-17   

2.5              Investments in associated companies

     N-17   

2.6              Basis of consolidation and business combinations

     N-18   

3.      ACCOUNTING POLICIES

     N-19   

a)                Property, plant and equipment

     N-19   

b)                Goodwill

     N-21   

c)                Intangible assets other than goodwill

     N-22   

d)                Impairment of non-financial assets

     N-22   

e)                Leases

     N-23   

f)                 Financial instruments

     N-24   

g)                Fair value measurement

     N-28   

h)                Investments accounted for using the equity method

     N-29   

i)                 Inventories

     N-30   

j)                 Provisions

     N-30   

k)                Translation of foreign currency balances

     N-31   

l)                 Current/Non-current classification

     N-31   

m)               Income taxes

     N-31   

n)                Revenue and expense recognition

     N-32   

o)                Earnings per share

     N-33   

p)                Dividends

     N-33   

q)                Cash flow statement

     N-34   

4.       SECTOR REGULATIONS AND ELECTRICITY SYSTEM OPERATIONS

     N-34   

4.1              Regulatory framework

     N-34   

5       CASH AND CASH EQUIVALENTS

     N-49   

6       OTHER FINANCIAL ASSETS

     N-50   

7        TRADE AND OTHER RECEIVABLES

     N-51   

8        BALANCES AND TRANSACTIONS WITH RELATED PARTIES

     N-52   

9       INVENTORIES

     N-58   

10     CURRENT TAX RECEIVABLES AND PAYABLES

     N-59   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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11      INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

     N-60   

12     INTANGIBLE ASSETS OTHER THAN GOODWILL

     N-61   

13     GOODWILL

     N-62   

14     PROPERTY, PLANT AND EQUIPMENT

     N-64   

15     DEFERRED TAXES

     N-68   

16     OTHER FINANCIAL LIABILITIES

     N-71   

17     RISK MANAGEMENT POLICY

     N-80   

18     FINANCIAL INSTRUMENTS

     N-83   

19     TRADE AND OTHER PAYABLES

     N-87   

20     PROVISIONS

     N-88   

21     EMPLOYEE BENEFIT OBLIGATIONS

     N-89   

22     TOTAL EQUITY

     N-92   

23     REVENUE AND OTHER INCOME

     N-95   

24     RAW MATERIALS AND CONSUMABLES USED

     N-96   

25     EMPLOYEE BENEFITS EXPENSE

     N-96   

26      DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

     N-96   

27     OTHER EXPENSES BY NATURE

     N-97   

28     FINANCIAL RESULTS

     N-97   

29     INCOME TAXES

     N-99   

30     INFORMATION BY SEGMENT

     N-100   

31      THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

     N-104   

32     PERSONNEL FIGURES

     N-124   

33     SANCTIONS

     N-124   

34     ENVIRONMENT

     N-128   

35      FINANCIAL INFORMATION ON SUBSIDIARIES, SUMMARIZED

     N-129   

36     SUBSEQUENT EVENTS

     N-130   

APPENDIX 1         GROUP COMPANIES

     N-131   

APPENDIX 2         ASSOCIATED COMPANIES

     N-132   

APPENDIX 3         ADDITIONAL INFORMATION ON FINANCIAL DEBT

     N-133   

APPENDIX 4         DETAIL OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY

     N-141   

APPENDIX 5         ADDITIONAL INFORMATION CIRCULAR No. 715 OF FEBRUARY 3, 2012

     N-143   

APPENDIX 5.1      SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES

     N-146   

APPENDIX 5.2      ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY

     N-149   

APPENDIX 6         DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS

     N-149   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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ENDESA AMÉRICAS S.A. AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE FOUR MONTHS PERIOD ENDED JUNE 30, 2016

(In thousands of Chilean pesos)

(Translation of financial statements originally issued in Spanish–See Note 1)

 

 

1. BACKGROUND

On April 28, 2015, Empresa Nacional de Electricidad S.A. (hereinafter “Endesa Chile”) informed the Superintendence of Securities and Insurance (the “SVS” for its acronym in Spanish) through a significant event, that the Board of Directors of its direct parent, Enersis S.A., communicated that it had decided to initiate an analysis of a corporate reorganization aimed at the separation of the activities of power generation and distribution in Chile from other activities conducted outside of Chile by Enersis S.A. and its subsidiaries Endesa and Chilectra S.A., while maintaining its inclusion in the Enel S.p.A. group.

In the same significant event, the Board of Directors of Endesa Chile reported that it had agreed to initiate studies to analyse a possible corporate reorganization consisting of the spin-off of Endesa’s businesses in Chile from those outside of Chile, and eventually merge the latter into a single company.

On July 27, 2015, pursuant to the provisions of Articles 9 and 10 of the Securities Market Law No. 18,045 and the provisions of General Norm No. 30 of the SVS, Endesa Chile informed the SVS by means of a significant event, that the Board of Directors of the Endesa Chile had decided unanimously, that if the separation of power generation and distribution activities in Chile from the rest of the activities of Enersis group outside of Chile were approved, the reorganization would be carried out through the following steps:

 

  a. Endesa Chile and Chilectra S.A. to affect spin-offs, resulting in a formation of new companies called Endesa Américas S.A. and Chilectra Américas S.A (hereinafter “Endesa Américas” and “Chilectra Américas”, respectively). The continuing companies of the spin-offs (hereinafter “Endesa Chile” and “Chilectra Chile”, respectively) would retain the business developed in Chile of each respective company before the spin-off and, to them will be allocated the shareholdings, the assets and liabilities of each current company, as well as administrative authorizations in Chile. To the companies created in the spin-off, namely, Endesa Américas and Chilectra Américas, would be allocated the shareholdings related to the international business (mainly participation in companies domiciled in Argentina, Brazil, Colombia and Peru). The new companies Endesa Américas and Chilectra Américas would be traded on the Stock Exchanges where the share of Endesa Chile and Chilectra S.A., respectively, are currently traded. Endesa Américas S.A. also would be governed by Title XII under the D.L. 3500 of November 4, 1980.

 

  b. Enersis S.A. to affect spin-off, resulting in a formation of a new company called Enersis Chile S.A. (hereinafter “Enersis Chile”). To the continuing company of the spin-off, Enersis Américas S.A. (hereinafter “Enersis Américas”), would be allocated the shareholdings and investments in companies Endesa Américas and Chilectra Américas and related liabilities assigned to the divided business. Thus, the new company, Enersis Chile, would get Chilean business held by Endesa Chile and Chilectra Chile, and the continuing company Enersis Américas would retain international business held by Endesa Américas and Chilectra Américas. The new company Enersis Chile would be listed on the Stock Exchanges, where the shares of Enersis are currently traded, and also would be governed by Title XII under the D.L. 3500 of November 4, 1980.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  c. Once the previously mentioned spin-offs are completed, Enersis Américas would absorb by merger Chilectra Américas and Endesa Américas, thus grouping all international shares of the Enersis group outside of Chile in Enersis Américas. Enersis Chile, indirectly through ownership of Endesa Chile and Chilectra Chile, will develop the Chilean domestic business, which represent a significant simplification in comparison to the current structure.

At the Extraordinary Shareholders’ Meeting of Endesa held on December 18, 2015, shareholders approved the demerger of Endesa Chile into two companies. As a result of this spin-off to be created Endesa Américas S.A., a new publicly held company, governed by Title XII under the D.L. 3500 and to which to be allocated the shareholdings and other associated assets and liabilities of Endesa Chile outside Chile. All of Endesa Chile’s shareholders will participate in Endesa Américas in the same proportion that they had in the Endesa Chile’s equity, with a number of shares equal to what they had in Endesa Chile (ratio 1:1); remaining in the demerged company all the respective business currently performed in Chile, including the equity comprising the assets, liabilities and administrative authorizations in Chile not expressly allocated to Endesa Américas in this spin-off.

As part of the reorganization, among other amendments to the by-laws of Endesa Chile, it was agreed to (i) reduce the capital of Endesa Chile as a consequence of the spin-off from ThCh$ 1,331,714,085, divided into 8,201,754,580 registered shares of the one series and without par value, to the new amount of Ch$ 552,777,320,871 divided into 8,201,754,580 registered shares of the one series and of no par value. Additionally, to (ii) establish the capital of Endesa Américas, corresponding to the amount by which the capital of Endesa Chile has been decreased, divided into 8,201,754,580 registered common shares, all of the same series and without par value, and to (iii) distribute the company’s equity interest between Endesa Chile and Endesa Américas, by allocating assets and liabilities as indicated by the aforementioned meeting, to Endesa Américas.

Meanwhile, the by-laws of Endesa Américas were approved, which, as of its effectiveness, shall be subject, in an anticipated and voluntarily manner, to the norms set forth in Article 50 Bis of the Chilean Companies Law related to the election of independent directors and the creation of the Directors’ Committee.

In compliance with the agreement reached at the Extraordinary Shareholders’ Meeting of Endesa held on December 18, 2015, the Board of Directors of Endesa Chile acknowledged that the condition precedent regarding the spin-off of Endesa Chile has been met, and accordingly has also arranged to grant the public deed that declares the completion of the condition precedent, entitled “Public Deed of Compliance of the Condition of the Spin-Off of Empresa Nacional de Electricidad S.A.”. Consequently, and as agreed at this meeting, the Endesa Chile’s spin-off took effect on Tuesday, March 1, 2016, whereupon the new corporation, Endesa Américas S.A., began to exist, and verifies the capital decrease and the other amendments to the by-laws of Endesa Chile that have been approved. Shares of Endesa Américas have been distributed on April 21, 2016 to shareholders of Endesa Chile entitled to receive them free from any payment.

On May 6, 2016, Endesa Americas informed the SVS through a significant event that at the Extraordinary Shareholders’ Meeting held on the same date, was agreed to formally initiate the merger process by which Enersis Américas will absorb by merging Endesa Américas and Chilectra Américas (which would be dissolved without liquidation), succeeding all their rights and obligations. The merger is subject to compliance with conditions precedent and other resolutions adopted at the Extraordinary Shareholders’ Meeting, and, if approved, it could happen during the second half of this year.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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These interim consolidated financial statements of Endesa Américas do not include effects that eventually could arise as a result of potential merger mentioned above.

For the convenience of the reader, these financial statements and their accompanying notes have been translated from Spanish into English.

1.1 The Group’s activities

Endesa Américas S.A. (hereinafter “Parent Company” or “Company”) and its subsidiaries, comprise the Group Endesa Américas (hereinafter “Endesa Américas” or the “Group”).

Endesa Américas is a publicly traded corporation with registered address and head office located at Avenida Santa Rosa, No. 76, in Santiago, Chile. The Company is registered in the Securities Registers of the SVS from April 13, 2016 and of the Securities and Exchange Commission of the United States (the “SEC”) from March 31, 2016. In addition, Company’s shares are traded on the Santiago Stock Exchange, the Chilean Electronic Stock Exchange, the Valparaiso Stock Exchange and the New York Stock Exchange since April 21, 2016.

Endesa Américas is a subsidiary of Enersis Américas S.A., the company which in turn is a subsidiary of Enel Iberoamérica S.R.L., a company controlled by Enel S.p.A. (hereinafter “Enel”).

The Company was incorporated under the name of Endesa Américas S.A. as of January 19, 2016. For tax purposes the Company operates under Tax ID 76.536.351-9.

As of June 30, 2016 the Group has 1,323 employees. Average number of the employees of the Group for the four months ended June 30, 2016 was 1,321. For more information in respect of distribution of the employees by type and geographical location please see Note 32.

Endesa Américas’ principal corporate purpose consists of generating, transporting, producing and distributing electrical energy, for what the Company may obtain, acquire and use the respective concessions and grants.

The corporate purpose of the Company also includes providing consultancy services in all areas of engineering and business management; acquiring, designing, constructing, maintaining and operating works of civil or hydraulic infrastructure directly related to public concessions; exploiting the goods that comprise its assets; investing, developing projects and carrying out energy-related operations or activities; investing, developing projects and carrying out operations or activities in industrial processes where electricity is essential, decisive and intensively used.

In addition the Company’s corporate purpose also includes investing (as well as acquiring, managing and disposing) in real estate and in financial assets, such as bonds or securities, ownership in companies and general business instruments, as long as they are related to the principal corporate purpose.

In order to comply with its purpose, the Company may act directly or through subsidiaries or related parties, both domestically and abroad.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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2. BASIS OF PREPARATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE ACCOUNTING PERIOD REFERRED IN THESE FINANCIAL STATEMENTS

2.1. Basis of preparation

The interim consolidated financial statements of Endesa Américas as of June 30, 2016 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including the compliance with the requirements established in International Accounting Standard (IAS) 34 “Interim Financial Reporting”. They were approved by the Board of Directors at its meeting held on July 27, 2016.

These interim consolidated financial statements include all information and disclosures required for annual financial statements.

These interim consolidated financial statements reflect the financial position of Endesa Américas and its subsidiaries as of June 30, 2016 and March 1, 2016, and the results of operations, changes in equity and cash flows for the four-month period ended June 30, 2016.

These interim consolidated financial statements have been prepared under going concern assumptions on a historical cost basis except for, in accordance with IFRS, those assets and liabilities that are measured at fair value and those non-current assets and disposal groups held for sale, which are recognized at their carrying amount or fair value less cost of disposal, whichever is lower (see Note 3).

These interim consolidated financial statements have been prepared from accounting records maintained by the Company and its subsidiaries. Each entity prepares its financial statements according to the accounting principles and standards in force in each country, so the necessary adjustments and reclassifications have been made in the consolidation process in order to present the consolidated financial statements in accordance with IFRS.

These interim consolidated financial statements are presented in thousands of Chilean pesos (unless expressly stated otherwise), as the Chilean peso is the functional currency of the Company. Foreign operations are reported in accordance with the accounting policies stated in Notes 2.6 and 3.k.

As disclosed in Note 1, the newly incorporated company, Endesa Américas, represents a continuation of an existing business, specifically a foreign business of Endesa Chile, which shareholdings and related assets and liabilities were transferred to Endesa Américas as of March 1, 2016. As a result of this common control transaction the opening balances of Endesa Américas represent the same balances from foreign businesses outside of Chile that had previously formed part of the consolidated financial statements of Endesa Chile.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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2.2. New accounting pronouncements

a) Accounting pronouncements effective from January 1, 2017 and subsequent periods:

As of the date of issue of these interim consolidated financial statements, the following accounting pronouncements had been issued by the IASB, but their application was not yet mandatory:

 

Standards, Interpretations and Amendments  

Mandatory

Application for:

Recognition of Deferred Tax Assets for Unrealized Losses (Amendments to IAS 12)

 

The objective of the amendments to IAS 12 “Income Taxes” is to clarify the accounting of the deferred tax assets related to debt instruments measured at fair value.

  Annual periods beginning on or after January 1, 2017.
   

Disclosure Initiative (Amendments to IAS 7)

 

Amendments to IAS 7 Statement of Cash Flows clarify that entities shall provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities.

  Annual periods beginning on or after January 1, 2017.
   

IFRS 9: Financial Instruments

 

This is the final version of the standard issued in July 2014 and which completes the IASB project to replace IAS 39 “Financial Instruments: Recognition and Measurement”. This project was divided into 3 phases:

 

Phase 1 – Classification and measurement of financial assets and financial liabilities. This introduces a logical focus for the classification of financial assets driven by cash flow characteristics and the business model. This new model also results in a single impairment model being applied to all financial instruments.

 

Phase 2 – Impairment methodology. The objective is a more timely recognition of expected credit losses. The standard requires entities to account for expected credit losses from the time when financial instruments are first recognized in the financial statements.

 

Phase 3 – Hedge accounting. This establishes a new model aimed at reflecting better alignment between hedge accounting and risk management activity. Also included are enhancements to required disclosures.

 

This final version of IFRS 9 replaces the previous versions of the Standard.

  Annual periods beginning on or after January 1, 2018.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Standards, Interpretations and Amendments  

Mandatory

Application for:

IFRS 15: Revenue from Contracts with Customers

 

This new standard applies to all contracts with customers except leases, financial instruments and insurance contracts. Its purpose is to make financial information more comparable, and it provides a new model for revenue recognition and more detailed requirements for contracts with multiple obligations. It also requires more itemized information. This standard will replace IAS 11 and IAS 18 as well as their interpretations (IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31).

  Annual periods beginning on or after January 1, 2018.
   

Clarifications to IFRS 15 ‘Revenue from Contracts with Customers’

 

Amends IFRS 15 “Revenue from Contracts with Customers” to clarify four aspects of the standard (identifying performance obligations, principal versus agent considerations, and licensing) and to provide some transition relief for modified contracts and completed contracts.

  Annual periods beginning on or after 1 January 2018.
   

IFRS 2: Classification and Measurement of Share-based Payment Transactions

 

These amendments specify the requirements in respect of: i) the accounting for cash-settled share-based payment transactions that include a performance condition; ii) the classification of share-based payment transactions with net settlement features; and iii) the accounting for modifications of share-based payment transactions from cash-settled to equity-settled.

  Annual periods beginning on or after 1 January 2018.
   

IFRS 16: Leases

 

The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however remains largely unchanged and the distinction between operating and finance leases is retained. However, for lessee accounting, the new standard requires recognition of a right of use an asset and a corresponding liability, similar to finance lease accounting under IAS 17 for most lease contracts. IFRS 16 supersedes IAS 17 “Leases” and related interpretations and is effective for periods beginning on or after 1 January 2019, with earlier adoption permitted if IFRS 15 “Revenue from Contracts with Customers” has also been applied.

  Annual periods beginning on or after January 1, 2019.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Standards, Interpretations and Amendments  

Mandatory

Application for:

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

 

Amendments correct inconsistency existed in IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” in respect to the accounting treatment of the sale or contribution of assets from an investor to its associate or joint venture.

 

IASB decided to defer the effective date of the amendments to these standards indefinitely until the research project on the equity method has been concluded.

  Effective date deferred indefinitely

The Group is assessing the impact of applying IFRS 9, IFRS 15 and IFRS 16 as of their effective date. In Management’s opinion, the future application of the other standards and amendments pending application is not expected to have a significant effect on the consolidated financial statements of the Endesa Américas.

2.3 Responsibility for the information, judgments and estimates provided

Management is responsible for the information contained in these consolidated financial statements and expressly states that all IFRS principles and standards, as issued by the IASB, have been fully implemented.

In preparing the consolidated financial statements, certain judgments and estimates made by the Company’s Management have been used to quantify some of the assets, liabilities, revenue, expenses and commitments recognized in the statements.

The most important areas that have required professional judgment are:

 

    In a service concession agreement, the decision as to whether a principal controls or regulates which services the operator should provide, to whom and at what price. These are essential details when applying IFRIC 12 Service Concession Arrangements.

 

    The identification of Cash Generating Units (CGU) for impairment testing (see Note 3.d).

 

    The hierarchy of information used to value assets and liabilities measured at fair value (see Note 3.g).

These estimates refer basically to:

 

    The valuations performed to determine the existence of impairment losses in assets and goodwill (see Note 3.d).

 

    The assumptions used to calculate the actuarial liabilities and obligations with employees, such as discount rates, mortality tables, salary increases, etc. (see Notes 3.j.1 and 21).

 

    The useful lives of property, plant and equipment, and intangible assets (see Notes 3.a and 3.c).

 

    The assumptions used to calculate the fair value of financial instruments (see Notes 3.g and 18).

 

    Certain assumptions inherent in the electricity system affecting transactions with other companies, such as production, customer billings, energy consumption, etc. that allow for estimating electricity system settlements that must occur on the corresponding final settlement dates, but that are pending as of the date of issuance of the consolidated financial statements and could affect the balances of assets, liabilities, income and expenses recognized in the statements (see Appendix 5.2).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    The probability that uncertain or contingent liabilities will be incurred and their related amounts (see Note 3.j).

 

    Future disbursements for the closure of facilities and restoration of land, as well as the discount rates to be used (see Note 3.a).

 

    The tax results of the various subsidiaries of the Group that will be reported to the respective tax authorities in the future, and that have been used as the basis for recording different balances related to income taxes in these consolidated financial statements (see Note 3.m).

 

    The fair values of assets acquired and liabilities assumed, and any pre-existing interest in the Company acquired in a business combination.

Although these judgments and estimates have been based on the best information available on the issuance date of these consolidated financial statements, future events may occur that would require a change (increase or decrease) to these judgments and estimates in subsequent periods. This change would be made prospectively, recognizing the effects this change of judgments and estimates in the corresponding future consolidated financial statements.

2.4 Consolidated subsidiaries

Subsidiaries are defined as entities that are controlled either directly or indirectly by Endesa Américas. Control is achieved when the following conditions are met: the Company has i) power over the subsidiary; ii) is exposed, or has rights to variable returns from its involvement with the subsidiary; and iii) has the capacity to use its power to affect its returns.

Endesa Américas has power over its subsidiaries when it holds the majority of the substantive voting rights or when it has less than a majority of the voting rights, and those rights are sufficient to give it the practical ability to direct the relevant activities of the subsidiary unilaterally.

The Group will reassess whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the elements of control listed above.

The subsidiaries are consolidated in accordance with the accounting policy described in Note 2.6.

Appendix 1 “Group Companies” to these interim consolidated financial statements describes the relationship of Endesa Américas with each of its subsidiaries.

2.4.1 Consolidated companies with an ownership interest of less than 50%

Although the Group holds a 26.87% economic ownership in the company Empresa Generadora de Energía Eléctrica S.A. (also hereinafter “Emgesa” or “Emgesa S.A.E.S.P.”), this entity is considered a subsidiary since Endesa Américas exercises control over the entity through contracts or agreements with shareholders, or as a consequence of its structure, composition and shareholder classes. The Group holds 56.43% of the voting rights of Emgesa and its subsidiary Emgesa Panamá S.A.

2.5 Investments in associated companies

Associated are those entities in which Endesa Américas, either directly or indirectly, exercises significant influence.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Significant influence is the power to participate in the financial and operational policy decisions of the investee but does not control or have joint control over these policies. In assessing the existence of significant influence the Company considers the potential voting rights exercisable or convertible at the end of each period, taking into account also the potential voting rights hold by Endesa Américas or other company. In general, if the Group holds 20% or more of the voting power of an investee, it is presumed that the Group has significant influence over an investee.

Investments in associated companies are recognized in these interim consolidated financial statements using the equity method, in accordance with accounting policy described in Note 3.h.

Appendix 2 “Associated Companies” to these interim consolidated financial statements describes the relationship of Endesa Américas and each of these companies.

2.6 Basis of consolidation and business combinations

The subsidiaries are consolidated and all their assets, liabilities, revenues, expenses, and cash flows are included in the consolidated financial statements once the adjustments and eliminations from intra-group transactions have been made.

The comprehensive income of subsidiaries is included in the consolidated statement of comprehensive income from the date that the Parent Company gains control of the subsidiary until the date when it ceases to control the subsidiary.

The operations of the Parent Company and its subsidiaries have been consolidated under the following basic principles:

 

1. At the date the Parent obtains control, the identifiable assets acquired and liabilities assumed are recognized at their fair value, except for certain assets and liabilities that are recognized using valuation principles established in other IFRS standards. Goodwill is recognized as the excess of the sum of the consideration transferred and the amount of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed. In the case when the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred and the amount of any non-controlling interests in the acquiree, the excess after reassessment is recognized immediately in profit or loss as a bargain purchase gain.

For each business combination, the Group chooses whether to value the non-controlling interests in an acquired company at fair value or at the proportional share of the net identifiable assets acquired.

If it is not possible to determine the fair value of all assets acquired and liabilities assumed at the acquisition date, the Group will report the provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period (which cannot exceed one year from the acquisition date), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

For business combinations achieved in stages, the Company’s previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognized in profit or loss.

 

2.

Non-controlling interests in equity and in comprehensive income of the subsidiaries are presented, respectively, under the line items “Total Equity: Non-controlling interests” in the consolidated statement of

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  financial position and “Net profit attributable to non-controlling interests” and “Comprehensive income attributable to non-controlling interests” in the consolidated statement of comprehensive income.

 

3. The financial statements of the Group companies with functional currencies other than the Chilean peso are translated as follows:

 

  a. For assets and liabilities the prevailing closing exchange rate is used.

 

  b. For items of the comprehensive income, the average exchange rate for the period is used (unless this average is not a reasonable approximation of the cumulative effect of the exchange rates in effect on the dates of the transactions, in which case the exchange rate in effect on the date of each transaction is used).

 

  c. For equity accounts the historical exchange rate from the date of acquisition or contribution is used, and retained earnings are translated at the average exchange rate at the date of origination.

 

  d. Exchange differences arising in translation of financial statements are recognized in the item “Foreign currency translation losses, net” in other comprehensive income (See Note 22.2).

 

4. The balances and transactions between consolidated companies were eliminated in full on consolidation.

 

5. Changes in the ownership interests in subsidiaries that do not result in the Group taking or losing control are accounted for as equity transactions. The carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in Equity attributable to the shareholders of the Parent.

 

6. Business combinations between entities under common control are accounted for using, as a reference, the ‘pooling of interest’ method. Under this method, the assets and liabilities involved in the transaction remain reflected at the same carrying amounts at which they were recognized in the ultimate controlling company, although subsequent accounting adjustments may need to be made to align the accounting policies of the companies involved.

Any difference between assets and liabilities contributed to the consolidation and the consideration paid is recorded directly in equity, as a charge or credit to “Other reserves”. The Company does not restate comparative periods in its financial statements for business combinations under common control.

 

3. ACCOUNTING POLICIES

The principle accounting policies used in preparing the accompanying consolidated financial statements are the following:

a) Property, plant and equipment

Property, plant and equipment are measured at acquisition cost, net of accumulated depreciation and any impairment losses they may have experienced. In addition to the price paid to acquire each item, the cost also includes, where applicable, the following concepts:

 

   

Financing expenses accrued during the construction period that are directly attributable to the acquisition, construction, or production of qualified assets, which require a substantial period of time

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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before being ready for use such as, for example, electricity generation or distribution facilities. The Group defines “substantial period” as one that exceeds twelve months. The interest rate used is that of the specific financing or, if none exists, the weighted average financing rate of the company carrying out the investment (see Note 14.b.1).

 

    Employee expenses directly related to construction in progress (see Note 14.b.2).

 

    Future disbursements that the Group will have to make to close their facilities are incorporated into the value of the asset at fair value, recognizing in the accounting the corresponding provision for dismantling or restoration. The Group reviews its estimate of these future disbursements on an annual basis, increasing or decreasing the value of the asset based on the results of this estimate (see Note 20).

Items for construction work in progress are transferred to operating assets once the testing period has been completed and they are available for use, at which time depreciation begins.

Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or a longer useful life are capitalized as increasing the cost of the corresponding assets.

The replacement or overhaul of entire components that increase the asset’s useful life or economic capacity are recognized as an increase in the carrying amount of the respective assets, derecognizing the replaced or overhauled components.

Expenditures for periodic maintenance, conservation and repair are recognized directly as an expense for the period in which they are incurred.

Property, plant and equipment, net of its residual value, is depreciated by distributing the cost of the different items that comprise it on a straight-line basis over its estimated useful life, which is the period during which the Group companies expect to use the assets. Useful life estimates and residual values are reviewed on an annual basis and if appropriate adjusted prospectively.

The following table sets forth the main categories of property, plant and equipment with their respective estimated useful lives:

 

Categories of Property, plant and equipment    Years of estimated useful lives    

Buildings

     22 – 100   

Plant and equipment

     3 – 85   

IT equipment

     3 – 15   

Fixtures and fittings

     5 – 21   

Motor vehicles

     5 – 10   

Additionally, the following table sets for greater detail on the useful lives of plant and equipment items:

 

Categories of Property, plant and equipment    Years of estimated useful lives    

Generating facilities:

        

Hydro electrical plants

        

Civil engineering works

     35 – 65   

Electromechanical equipment

     10 – 85   

Coal/fuel power stations

     10 – 35   

Combined Cycle stations

     3 – 25   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Land is not depreciated since it has an indefinite useful life.

Regarding the administrative concessions held by the Group’s electric companies, the following table lists the remaining periods until expiration of the concessions that do not have an indefinite term:

 

Concession holder and operator    Country     

Year

concession
started

    

Concession

term

    

Period remaining  

to expiration

 

Hidroeléctrica El Chocón S.A. (Generación)

     Argentina         1993         30 years         7 years   

To the extent that the Group recognizes the assets as Property, plant and equipment, they are amortized over their economic life or the concession term, whichever is shorter, when the economic benefit from the asset is limited to its use during the concession term. At the end of each concession period it can be renewed at the discretion of the granting authority, otherwise all assets and facilities will be returned to the granting authority.

Any required investment, improvement or replacement made by the Group is considered in the impairment test to Property, plant, and equipment as a future contractual cash outflow that is necessary to obtain future cash inflow.

The Group’s management analysed the specific contract terms of the concession described above and has concluded that there are no determining factors indicating that the grantor of the concession (a governmental body) controls the infrastructure and, at the same time, can continuously set the price to be charged for the services. These requirements are essential for applying IFRIC 12 Service Concession Arrangements, an interpretation that establishes how to recognize and measure certain types of concessions.

Gains or losses that arise from the sale or disposal of items of Property, plant, and equipment are recognized as “Other gains, net” in the comprehensive income statement and are calculated by deducting the net carrying amount of the asset and any sales costs from the consideration received in the sale.

b) Goodwill

Goodwill arising from business combinations, and reflected upon consolidation, represents the excess value of the consideration paid plus the amount of any non-controlling interests over the Group’s share of the net value of the assets acquired and liabilities assumed, measured at fair value at the acquisition date. If the accounting for a business combination is completed, after the end of the reporting period in which the combination occurs, the amounts previously reported presented are adjusted, for comparative purposes, to include the value of the assets acquired and liabilities assumed and the value of the final goodwill as of acquisition date.

Goodwill arising from acquisition of companies with functional currencies other than the Chilean peso is measured in the functional currency of the acquired company and translated to Chilean pesos using the exchange rate effective as of the date of the statement of financial position.

Goodwill is not amortized; instead, at the end of each reporting period or when there are indicators that an impairment might have occurred, the Company estimates whether any impairment has reduced its recoverable amount to an amount less than carrying amount and, if so, an impairment loss is immediately recognized in the statement of comprehensive income (see Note 3.d).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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c) Intangible assets other than goodwill

Intangible assets are initially recognized at their acquisition cost or production cost, and are subsequently measured at their cost, net of accumulated amortization and impairment losses they may have experienced.

Intangible assets are amortized on a straight line basis during their useful lives, starting from the date when they are ready for use, except for those with an indefinite useful life, which are not amortized. As of June 30 and March 1, 2016 there were no significant amounts in intangible assets with an indefinite useful life.

The criteria for recognizing these assets’ impairment losses and, if applicable, recovery of impairment losses recognized in previous periods are explained in Note 3.d below.

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

c.1) Research and development expenses

The Group recognizes in the statement of financial position the costs incurred in a project’s development phase as intangible assets as long as the project’s technical feasibility and economic returns are reasonable assured.

Research expenditures are recognized in the consolidated statement of comprehensive income when incurred.

c.2) Other intangible assets

These intangible assets correspond primarily to computer software, water rights, and easements. They are initially recognized at acquisition or production cost and are subsequently measured at cost less accumulated amortization and impairment losses, if any.

Computer software programs are amortized (on average) over five years. Certain easements and water rights have indefinite useful lives and, are therefore, not amortized, while others have useful lives ranging from 40 to 60 years, depending on their characteristics, and they are amortized over that term.

d) Impairment of non-financial assets

During the period, and principally at the end of each reporting period, the Group evaluates whether there is any indication that an asset has been impaired. If any such indication exists, the Company estimates the recoverable amount of that asset to determine the amount of the impairment loss. In the case of identifiable assets that do not generate cash flows independently, the Company estimates the recoverable amount of the Cash Generating Unit (CGU) to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of CGUs to which goodwill or intangible assets with an indefinite useful life have been allocated, a recoverability analysis is performed routinely at the end of each reporting period.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The recoverable amount is the higher of fair value less the cost of disposal and value in use, which is defined as the present value of the estimated future cash flows. In order to calculate the recoverable amount of Property, plant, and equipment, as well as of goodwill, and intangible assets, the Group uses value-in-use criteria in practically all cases.

To estimate the value in use, the Group prepares future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of CGUs’ revenue and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates which, in no case, are increasing rates nor exceed the average long-term growth rates for the particular sector and country in which the Group operates. As of June 30, 2016 future cash flows projections were extrapolated using the following rates:

 

Country    Currency    Growth rate

Argentina

   Argentine peso(Ar$)    11.1%

Brazil

   Brazilian real    5.0%-6.0%

Peru

   Sol    3.2%

Colombia

   Colombian peso (CP)    4.1%

These cash flows are discounted to calculate their present value at a pre-tax rate that covers the cost of capital for the business activity and the geographic area in which it is being carried out. The time value of money and the risk premiums generally used among analysts for the business activity and the geographic zone are taken into account to calculate the pre-tax rate.

The following are the pre-tax discount rates applied as of June 30, 2016, expressed in nominal terms:

 

Country    Currency            Min                      Max          

Argentina

   Argentine peso      41.0%         46.9%   

Brazil

   Real      13.0%         22.9%   

Peru

   Sol      11.8%     

Colombia

   Colombian peso      15.0%     

If the recoverable amount of the CGU is less than the net carrying amount of the asset, the corresponding impairment loss is recognized for the difference in the consolidated statement of comprehensive income under the item “Impairment loss”. The impairment is first allocated to the carrying amount of any goodwill allocated to the CGU, and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. The carrying amount of an asset is not reduced below the highest of fair value less costs of disposal, its value in use; or zero.

Impairment losses recognized for an asset for an asset other than goodwill in prior periods are reversed if, and only if, there are indications that the impairment loss no longer exists or may have decreased, thus increasing the asset’s carrying amount with a credit to earnings. The increase in the asset’s carrying amount shall not exceed that carrying amount that would have been determined had no impairment loss been recognized for the asset. Goodwill impairment losses are not reversed in subsequent periods.

e) Leases

In order to determine whether an arrangement is, or contains, a lease, the Group assesses the economic substance of the agreement, to assess whether fulfilment of the arrangement depends on the use of a specific

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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asset and whether the agreement conveys the right to the use of the asset. If both conditions are met, at the inception of the arrangement the Group separates the payments and other considerations relating to the lease, at their fair values, from those corresponding to the other components of the arrangement.

Leases that substantially transfer all of the risks and rewards of ownership to the Group are classified as finance leases. All other leases are classified as operating leases.

Finance leases in which the Group acts as a lessee are recognized at the inception of the arrangement. At that time, the Group records an asset based on the nature of the lease and a liability for the same amount, equal to the fair value of the leased asset or the present value of the minimum lease payments, if the latter is lower. Subsequently, the minimum lease payments are apportioned between finance expenses and reduction of the lease obligation. Finance expenses are recognized in the income statement and allocated over the lease term, so as to obtain a constant interest rate for each period over the remaining balance of the liability. Leased assets are depreciated on the same terms as other similar depreciable assets, as long as there is reasonable certainty that the lessee will acquire ownership of the asset at the end of the lease. If no such certainty exists, the leased asset is depreciated over the shorter term of the useful lives of the asset and the lease term.

In the case of operating leases, payments are recognized as an expense in the case of the lessee and as income in the case of the lessor, both on a straight-line basis, over the term of the lease unless another type of systematic basis of distribution is deemed more representative.

f) Financial instruments

Financial instruments are contracts that give rise to both a financial asset in one entity and a financial liability or equity instrument in another entity.

f.1) Financial assets other than derivatives

The Group classifies its non-derivative financial assets, whether permanent or temporary, excluding investments accounted for using the equity method (see Notes 3.h and 11) and non-current assets and disposal groups held for sale, into four categories:

 

    Loans and trade and other receivables: Trade and other receivables and accounts receivable from related parties, that are not quoted in the active market, are measured at amortized cost, which is the initial fair value less principal repayments made, plus accrued and uncollected interest, calculated using the effective interest method.

The effective interest method is used to calculate the amortized cost of a financial asset or liability (or group of financial assets or financial liabilities) and of allocating finance income or cost over the relevant period. The effective interest rate is the discount rate that exactly matches discounts estimated future cash flows to be received or paid through the expected life of the financial instrument (or, when appropriate, over a shorter period) to the net carrying amount of the financial asset or financial liability.

 

    Held-to-maturity investments: Investments quoted in an active market that the Group intends to hold and is capable of holding until their maturity are accounted for at amortized cost as defined in the preceding paragraph.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    Financial assets at fair value through profit or loss: This category includes the trading portfolio and those financial assets that have been designated as such upon initial recognition and that are managed and evaluated on a fair value basis. They are measured in the consolidated statement of financial position at fair value, with changes in value recognized directly in consolidated comprehensive income statement when they occur.

 

    Available-for-sale financial assets: These are financial assets specifically designated as available for sale or that do not fit within any of the three preceding categories. They are mainly all financial investments in equity instruments (see Note 6).

These financial assets are recognized in the consolidated statement of financial position at fair value when it can be reliably determined. For investments in equity instruments in unlisted companies or companies with lower levels of liquidity, normally the fair value cannot be reliably determined. When this occurs, those investments in equity instruments are measured at acquisition cost less impairment losses, if any.

Changes in fair value, net of taxes, are recognized in other comprehensive income, until the investments are disposed of, at which date the amount accumulated in other comprehensive income is reclassified to profit or loss.

If the fair value is lower than the acquisition cost, and if there is objective evidence that the asset has been more than temporarily impaired, the difference is recognized directly in profit or loss.

Purchases and sales of financial assets are accounted for using their trade date.

f.2) Cash and cash equivalents

This item within the consolidated statement of financial position includes cash and bank balances, time deposits with original maturity of less than or equal to 90 days, and other highly liquid investments (with original maturity of less or equal to 90 days) that are readily convertible to cash and are subject to insignificant risk of changes in value.

f.3) Impairment of financial assets

The following criteria are used to determine if a financial asset has been impaired:

 

    For trade receivables in the electricity generation, transmission and distribution segments, the Company’s policy is to recognize impairment losses when there is objective evidence that the balance will not be recoverable. In general terms, the Group’s entities have a defined policy to recognize impairment losses based on aging of past-due balances. This is the policy generally applied except in those cases where a specific collective basis analysis is recommended, such as in the case of receivables from government-owned companies (see Note 7).

 

    In the case of receivables of a financial nature, that are included in the loans and trade and other receivables and held-to-maturity investments categories, impairment is determined on a case-by-case basis and it is measured as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate (see Notes 6 and 18).

 

    For financial investments available-for-sale, impairment criteria are detailed in Note 3.f.1.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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f.4) Financial liabilities other than derivatives

Financial liabilities are recognized based on cash received, net of any costs incurred in the transaction. In subsequent periods, these obligations are measured at their amortized cost using the effective interest method (see Note 3.f.1).

In the particular case that a liability is the hedged item in a fair value hedge, as an exception, such liability is measured at its fair value for the portion of the hedged risk.

In order to calculate the fair value of debt, both when it is recognized in the statement of financial position and for fair value disclosure purposes as shown in Note 16, debt has been divided into fixed interest rate debt (hereinafter “fixed-rate debt”) and variable interest rate debt (hereinafter “floating-rate debt”). Fixed-rate debt is that on which fixed-interest coupons established at the beginning of the transaction are paid explicitly or implicitly over its term. Floating-rate debt is that issued at a variable interest rate, i.e., each coupon is established at the beginning of each period based on the reference interest rate. All debt has been measured by discounting expected future cash flows with a market interest rate curve based on the payment currency.

f.5) Derivative financial instruments and hedge accounting

Derivatives held by the Group are primarily transactions entered into to hedge interest and/or exchange rate risk, intended to eliminate or significantly reduce these risks in the underlying transactions being hedged.

Derivatives are recognized at fair value at the end of each reporting period as follows: if their fair value is positive, they are recognized within “Other financial assets”; and if their fair value is negative, they are recognized within “Other financial liabilities”. For derivatives on commodities, the positive fair value is recognized in “Trade and other receivables”, and negative fair values are recognized in “Trade and other payables”.

Changes in fair value are recognized directly in profit or loss, except when the derivative has been designated for accounting purposes as a hedging instrument (in a cash flow hedge) and all of the conditions established under IFRS for applying hedge accounting are met, including that the hedge be highly effective. In this case, changes are recognized as follows:

 

    Fair value hedges: The underlying portion for which the risk is being hedged (hedged risk) and the hedge instrument are measured at fair value, and any changes in value of both items are recognized in the consolidated statement of comprehensive income by offsetting the effects within the same comprehensive income statement account.

 

    Cash flow hedges: Changes in the fair value of the effective portion of the hedged item and hedge instrument are recognized in other comprehensive income and accumulated in an equity reserve known as “Reserve for cash flow hedges”. The cumulative loss or gain in this account this reserve is transferred to the consolidated statement of comprehensive income to the extent that the hedged item impacts the consolidated statement of comprehensive income because of the hedged risk, offsetting the effect in the same comprehensive income statement account. Gains or losses from the ineffective portion of the hedge relationship are recognized directly in the consolidated statement of comprehensive income.

A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The Group does not apply hedge accounting for net investments in foreign operations.

As a general rule, long-term commodity purchase or sale agreements are recognized in the consolidated statement of financial position at their fair value at the end of each reporting period, recognizing any differences in value directly in profit or loss, except for, when all of the following conditions are met:

 

    The sole purpose of the agreement is for the Group’s own use, which is understood as: (i) in the case of fuel purchase agreements its used to generate electricity; (ii) in the case of electrical energy purchased for sale, its sale to the end-customer; and, (iii) in the case of electricity sales its sales to the end-customer.

 

    The Group’s future projections evidence the existence of these agreements for its own use.

 

    Past experience with agreements evidence that they have been utilized for the Group’s own use, except in certain isolated cases when for exceptional reasons or reasons associated with logistical issues have been used beyond the control and projection of the Group.

 

    The agreement does not stipulate settlement by differences and the parties have not made it a practice to settle similar contracts by differences in the past.

The long-term commodity purchase or sale agreements maintained by the Group, which are mainly for electricity, fuel, and other supplies, meet the conditions described above. Thus, the purpose of fuel purchase agreements is to use them to generate electricity, the electricity purchase contracts are used to sell to end-customers, and the electricity sale contracts are used to sell the Group’s own products.

The Group also evaluates the existence of derivatives embedded in contracts or financial instruments to determine if their characteristics and risk are closely related to the principal contract, provided that when taken as a whole they are not being accounted for at fair value. If they are not closely related, they are recognized separately and changes in value are accounted for directly in profit or loss.

f.6) Derecognition of financial assets and liabilities

Financial assets are derecognized when:

 

    The contractual rights to receive cash flows from the financial asset expire or have been transferred or, if the contractual rights are retained, the Group has assumed a contractual obligation to pay these cash flows to one or more recipients.

 

    The Group has substantially transferred all the risks and rewards of ownership of the financial asset, or, if it has neither transferred nor retained substantially all the risks and rewards, when it does not retain control of the financial asset.

Transactions in which the Group retains substantially all the inherent risks and rewards of ownership of the transferred asset, it continues recognizing the transferred asset in its entirety and recognizes a financial liability for the consideration received. Transactions costs are recognized in profit and loss by using the effective interest method (see Note 3.f.1).

Financial liabilities are derecognized when they are extinguished, that is, when the obligation arising from the liability has been paid or cancelled, or has expired.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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f.7) Offsetting financial assets and liabilities

The Group offsets financial assets and liabilities, and the net amount is presented in the statement of financial position when and only when:

 

    there is a legally enforceable right to set-off the recognized amounts; and

 

    there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.

The right of set-off is enforceable in the normal course of business, in an event of default, and in an event of insolvency or bankruptcy of one or all counterparties.

f.8) Financial guarantees

The financial guarantee contracts, defined as the guarantees issued by the Group and its subsidiaries to third parties, are initially measured at fair value, adjusting for transaction costs that are directly attributable to the issuance of the guarantee.

Subsequent to initial recognition, financial guarantee contracts are measured at the higher of:

 

    The amount of the liability determined under accounting policy described in Note 3.j; and

 

    The amount initially recognized less, when appropriate, any accumulated amortization recognized in accordance with the revenue recognition accounting policy (see Note 3.n).

g) Fair value measurement

The fair value of an asset or liability is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market, namely, the market with the greatest volume and level of activity for that asset or liability. In the absence of a principal market, it is assumed that the transaction is carried out in the most advantageous market available to the entity, namely, the market that maximizes the amount that would be received on selling the asset or minimizes the amount that would be paid to transfer the liability.

In estimating fair value the Group uses valuation techniques that are appropriate for the circumstances and for which there are sufficient data to conduct the measurement. The Group maximizes the use of relevant observable data and minimizes the use of unobservable data.

Considering the hierarchy of the data used in these valuation techniques, the assets and liabilities measured at fair value can be classified into the following levels:

Level 1: Quoted price (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The methods and assumptions used to determine the fair values at Level 2 by type of financial asset or financial liability take into consideration estimated future cash flows discounted at zero coupon interest rate curves for each currency (all these valuations are carried out using external tools such as Bloomberg).

Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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When measuring fair value, the Group takes into account the characteristics of the asset or liability, particularly:

 

    For non-financial assets, fair value measurement takes into account the ability of a market participant to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use;

 

    For liabilities and equity instruments, the fair value measurement assumes that the liability would not be settled and an equity instrument would not be cancelled or otherwise extinguished on the measurement date. The fair value of the liability reflects the effect of non-performance risk, namely, the risk that an entity will not fulfil the obligation, which includes, but is not limited to, the Company’s own credit risk;

 

    The Group measures derivatives not traded on active markets by using the discounted cash flow method and generally accepted options valuation models, based on current and future market conditions as of end of period. It also adjusts the value according to its own credit risk (Debt Valuation Adjustment, DVA), and the counterparty risk (Credit Valuation Adjustment, CVA). These CVA and DVA adjustments are measured on the basis of the potential future exposure of the instrument (creditor or borrower position) and the risk profile of both the counterparties and the Group itself;

 

    In the case of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risks, it is permitted to measure the fair value on a net basis. However, this must be consistent with the manner in which market participants would price the net risk exposure at the measurement date.

Assets and liabilities measured at fair value are presented in the Note 18.3.

h) Investments accounted for using the equity method

The Group’s interests in associates are recognized using the equity method.

Under the equity method, an investment in an associate is initially recognized at cost. As of the acquisition date, the investment is recognized in the statement of financial position based on the share of its equity that the Group’s interest represents in its capital, adjusted for, if appropriate, the effect of transactions with Group’s entities plus any goodwill generated in acquiring the entity. If the resulting amount is negative, zero is recognized for that investment in the statement of financial position, unless the Group has a present obligation (either legal or constructive) to support the investee’s negative equity position, in which case a provision is recognized.

Goodwill from the associate is included in the carrying amount of the investment. It is not amortized but is subject to impairment testing as part of the overall investment carrying amount when impairment indicators exist.

Dividends received from these investments are deducted from the carrying amount of the investment, and any profit or loss obtained from them to which the Group is entitled based on its ownership interest is recognized under “Share of profit (loss) of investments accounted for using equity method”.

Appendix 2 “Associated Companies” to these consolidated financial statements describes the relationship of the Company and each of these entities.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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i) Inventories

Inventories are measured at their weighted average acquisition price or the net realizable value, whichever is lower. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

j) Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of 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 consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The unwinding of the discount is recognized as finance cost. Incremental legal cost expected to be incurred in resolving a legal claim is included in measuring the provision.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

A contingent liability does not result in the recognition of a provision. Legal costs expected to be incurred in defending a legal claim are expensed as they are incurred. Significant contingent liabilities are disclosed unless the likelihood of an outflow of resources embodying economic benefits is remote.

j.1) Provisions for post-employment benefits and similar obligations

Some of the Group’s entities have pension and similar obligations to their employees. Such obligations, which combine defined benefits and defined contributions, are basically formalized through pension plans, except for certain non-monetary benefits, mainly electricity supply commitments, which, due to their nature, have not been externalized and are covered by the related in-house provisions.

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Past service costs relating to changes in benefits are recognized immediately.

The defined benefit plan obligations in the statement of financial position represent the present value of the accrued obligations, adjusted, once the fair value of the different plans’ assets has been deducted, if applicable.

For each of the defined benefit plans, any deficit between the actuarial liability for past services and the plan assets is recognized under line item “Provisions for employee benefits” within current and non-current liabilities in the consolidated statement of financial position.

Actuarial gains and losses arising in the measurement of both the plan liabilities and the plan assets are recognized directly as a component of other comprehensive income.

Contributions to defined contribution benefit plans are recognized as an expense in the consolidated statement of comprehensive income when the employees have rendered their services.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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k) Translation of foreign currency balances

Transactions carried out by each entity in a currency other than its functional currency are recognized using the exchange rates prevailing as of the date of each transaction. During the period, any differences that arise between the prevailing exchange rate at the date of the transaction and the exchange rate as of the date of collection or payment are recognized as “Foreign currency exchange losses, net” in the consolidated statement of comprehensive income.

Likewise, at the end of each reporting period, receivable or payable balances denominated in a currency other than each entity’s functional currency are translated using the closing exchange rate. Any differences are recognized as “Foreign currency exchange losses, net” in the consolidated statement of comprehensive income.

The Group has established a policy to hedge the portion of revenue from its subsidiaries that is directly linked to variations in the U.S. dollar, through obtaining financing in such currency. Exchange differences related to this debt, which is regarded as the hedging instrument in cash flow hedge transactions, are recognized, net of taxes, in other comprehensive income and are accumulated in an equity reserve and reclassified to profit or loss when the hedged cash flows impact profit or loss. This term has been estimated at ten years.

l) Current/Non-current classification

In these consolidated statements of financial position, assets and liabilities expected to be recovered or settled within twelve months are presented as current items, except for post-employment and other similar obligations; and those assets and liabilities expected to be recovered or settled in more than twelve months are presented as non-current items. Deferred income tax assets and liabilities are classified as non-current.

When the Company has any obligations that mature in less than twelve months but can be refinanced over the long term at the Company’s discretion, through unconditionally available credit agreements with long-term maturities, such obligations are classified as long-term liabilities.

m) Income taxes

Income tax expense for the period is determined as the sum of current taxes from the Group’s subsidiaries and results from applying the tax rate to the taxable income for the period, after permitted deductions have been made, plus any changes in deferred tax assets and liabilities and tax credits, both for tax losses and deductions. Differences between the carrying amount and tax basis of assets and liabilities originate deferred tax asset and liability balances, which are calculated using the tax rates expected to apply when the assets and liabilities are realized or settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognized for all deductible temporary differences, tax losses and unused tax credits to the extent that it is probable that sufficient future taxable profits exist to recover the deductible temporary differences and make use of tax credits. Such deferred tax asset is not recognized if the deductible temporary difference arises from the initial recognition of an asset or liability that:

 

    Did not arise from a business combination; and

 

    At initial recognition affected neither accounting profit nor taxable profit (loss).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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In respect of deductible temporary differences associated with investments in subsidiaries, associates and joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilized.

Deferred tax liabilities are recognized for all temporary differences, except those derived from the initial recognition of goodwill and those that arose from investments in subsidiaries and associates in which the Group can control their reversal and where it is probable that they will not be reversed in the foreseeable future.

Current tax and changes in deferred tax assets or liabilities are recognized in profit or loss or in equity, depending on where the gains or losses that triggered these tax entries have been recognized.

Any tax deductions that can be applied to current tax liabilities are credited to earnings within the line item “Income tax expenses”, except when doubts exist about their tax realization, in which case they are not recognized until they are effectively realized, or when they correspond to specific tax incentives, in which case they are recognized as government grants.

At the end of each reporting period, the Group reviews the deferred taxes assets and liabilities recognized, and makes, if any, necessary corrections based on the results of its analysis.

Deferred tax assets and deferred tax liabilities are offset in the consolidated statement of financial position if it has a legally enforceable right to offset current tax assets against current tax liabilities, and only when the deferred taxes relate to income taxes levied by the same taxation authority.

n) Revenue and expense recognition

Revenue is recognized when the gross inflow of economic benefits arising in the course of the Group’s ordinary activities in the period occurs, provided that this inflow of economic benefits results in an increase in total equity other than increases relating to contributions from equity participants and such benefits can be measured reliably.

Revenues and expenses are recognized on an accrual basis and depending on the type of transaction, the following criteria for recognition are taken:

 

    Generation and transmission of electricity: Revenue is recognized based on physical delivery of energy and power, at prices established in the respective contracts; at prices stipulated in the electricity market by applicable regulations; or at marginal cost determined on the spot market, as the case may be. This revenue includes an estimate of the service provided and not billed until the closing date (see Note 2.3).

Revenue from rendering of services is only recognized, when it can be estimated reliably, by reference to the stage of completion of the service rendered at the date of the statement of financial position.

Revenue is recognized based on the economic substance of the transaction and is recognized when all of the following conditions are met:

 

    the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

    the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

    the amount of revenue can be measured reliably;

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

    the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable that gives rise to the revenue.

In arrangements under which the Group will perform multiple revenue-generating activities (multiple-element arrangement), the recognition criteria are applied to the separately identifiable components of the transaction in order to reflect the substance of the transaction or to two or more transactions together when they are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole. The Group excludes from revenue those gross inflows of economic benefits it receives when it acts as an agent or commission agent on behalf of third parties, and only recognizes as revenue economic benefits received for its own activity.

When goods or services are exchanged or swapped for goods or services of a similar nature and value, the exchange is not regarded as a revenue-generating transaction.

The Group recognizes the net amount of non-financial asset purchase or sale contracts that are settled for a net amount of cash or through some other financial instruments. Contracts entered into and maintained for the purpose of receiving or delivering these non-financial assets are recognized on the basis of the contractual terms of the purchase, sale, or usage requirements expected by the entity.

Financial income (expense) is recognized using the effective interest method.

Expenses are recognized on an accruals basis, immediately in the event of expenditures that do not generate future economic benefits or when not meet the requirements for recording them as assets.

o) Earnings per share

Basic earnings per share are calculated by dividing net profit attributable to shareholders of the Parent (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period, excluding the average number of shares of the Parent held by other subsidiaries within the Group, if any.

Basic earnings per share are calculated as the ratio of the net profit for the period after tax from continuing and discontinued operations, less the corresponding portion attributable to non-controlling interests, and the weighted average number of common shares of the parent company outstanding during the period, excluding the average number of shares of the parent held by the Group, if any.

Between March 1 and June 30, 2016 the Group did not engage in any transaction of any kind with potential dilutive effects leading to diluted earnings per share that could differ from basic earnings per share.

p) Dividends

Article No. 79 of the Chilean Companies Act establishes that, unless unanimously agreed otherwise by the shareholders of all issued shares, listed corporations must distribute a cash dividend to shareholders on an annual basis, pro rata to the shares owned or the proportion established in the company’s by-laws if there are preferred shares, of at least 30% of net income for each period, except when accumulated losses from prior years must be absorbed.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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As it is practically impossible to achieve a unanimous agreement given the Group’s highly fragmented share capital, at the end of each reporting period the amount of the minimum statutory dividend obligation to its shareholders is determined, net of interim dividends approved during the period, and then accounted for in “Trade and other payables” and “Accounts payable to related parties”, as appropriate, and recognized in Equity.

Interim and final dividends are deducted from Equity as soon as they are approved by the competent body, which in the first case is normally the Board of Directors and in the second case is the Ordinary Shareholders’ Meeting.

q) Cash flow statement

The cash flow statement reflects changes in cash and cash equivalents that took place during the period, determined with the direct method. It uses the following expressions and corresponding meanings:

 

    Cash flows: inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes in value.

 

    Operating activities: the principal revenue-producing activities of the Group and other activities that cannot be considered investing or financing activities.

 

    Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.

 

    Financing activities: activities that result in changes in the size and composition of the total equity and borrowings of the Group.

 

4. SECTOR REGULATIONS AND ELECTRICITY SYSTEM OPERATIONS

4.1 Regulatory framework

Argentina

Argentina has shown signs of intervention in the electricity market since the crisis of 2002. Under the previous regulations, generators sold to distributors at prices obtained from centralized calculations of the average spot market price. The distributers’ purchase price was the average price forecast for the next six months, called the Seasonal Price (Precio Estacional). Any differences between the Seasonal Price (the purchase price) and the actual spot price (the selling price) was charged to the Seasonal Fund (Fondo Estacional) managed by the Electricity Wholesale Market Administration Company (CAMMESA – Compañía Administradora del Mercado Mayorista Eléctrico).

However, after the 2002 crisis, the authorities changed the price-setting criteria, bringing the marginal pricing system to an end. First, marginal prices were calculated without taking into consideration the natural gas shortages. In effect, despite the fact that generation is dispatched on the basis of the fuels actually used, Resolution SE 240/2003 establishes that the marginal price is to be calculated taking into consideration all of the generation units as if there were no restrictions in effect on natural gas supplies. In addition, the expense of water is not included in the calculations if its opportunity cost is higher than the cost of generating power with natural gas. Second, it established a spot price ceiling of Ar$120/MWh. However, CAMMESA pays the actual variable costs of the thermal plants that run on liquid fuels through the Temporary Dispatch Cost Overruns program.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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In addition, as the dollarized economy was devalued and went back to the Argentine peso, payment for capacity fell from US$10 to Ar$10 per MWh. Capacity payments have subsequently risen slightly, to Ar$12 pesos.

Additionally, the freezing of prices paid by distributors caused a gap in relation to actual generation costs, resulting in various types of special agreements for recovering costs, in accordance with regulations in force.

It was within this context that the government announced in 2012 its plan to change the current regulatory framework for one based on an average cost scheme.

Resolution 95/2013 was published in March of 2013, significantly changing the system for generators’ remunerations and setting new prices for capacity depending on the type of technology used and availability. It also set new values for paying for non-fuel variable costs, as well as additional remuneration for energy generated.

In May 2013, the Group’s generating companies (Central Costanera S.A. and Hidroeléctrica El Chocón S.A.) accepted the terms of Resolution SE 95/2013.

This resolution marked the end of marginal pricing as a payment system in the Argentine power generation market and established, instead, payment by type of technology and size of plant. For each case, it recognizes fixed costs (determined on the basis of fulfilment of availability) and variable costs, plus an additional remuneration (the two parts are determined on the basis of the energy generated). Part of the additional remuneration will be placed in a trust for future investments.

In principle, commercial management and fuel dispatch will be in the hands of CAMMESA; Terminal Market agreements cannot be extended or renewed, and large users, once their respective contracts are up, must purchase their supply from CAMMESA. However, the Energy Secretariat, in Note SE 1807/13, gave generators the opportunity to express their intention to continue handling collections for their entire contract portfolio, thus ensuring a certain amount of cash flow and a continuing relationship with the customer.

It is also important to mention that Central Costanera has availability contracts signed in 2012 that are still in effect, as well as Combined Cycle contracts (until 2015) and steam generation contracts (until 2019) that will enable the company to implement a plan for investing in the Central Costanera plant generation units in order to optimize the reliability and availability of that plant. The contracts also include payment of the commitments under the Long-Term Service Agreement (LTSA) for the plant’s Combined Cycles.

Through Resolution 529/2014, the Energy Secretariat updated generators’ remuneration, which had been in effect since they were set in February 2013 under Resolution 95/2013. The new resolution increased recognition of fixed costs for Combined Cycle and large hydro electrical plants by 25% and adjusted variable costs by 41% for thermal plants and 25% for hydro electrical plants. A new variable remuneration was set for biodiesel-fired plants. The additional remuneration increased 25% for thermal plants, and a new charge of AR$21/MWh was set for one-time maintenance for Combined Cycle and Ar$24/MWh for other thermal generation plants. The resolution is retroactive to February 2014.

Through Resolution 482/2015, the Energy Secretariat updated generators’ remuneration, which had been in effect since they were set in February 2014 under Resolution 529/2014. The new resolution increased recognition of fixed costs for Combined Cycle and large hydro electrical plants by 28%, and 64% for mid-size hydro electrical plants. The variable costs were adjusted by 23%, hydro electrical plants are exempted of variable electric transmission payments and has been implemented a new incentive scheme for generation

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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and operative effectiveness for thermal plants. The additional remuneration increased by 26% for thermal plants and 10% for mid-size hydro electrical plants. The cost for non-recurrent maintenance was increased by 17% and the same concept is created for hydro electrical plants in Ar$ 8/MWh. Finally, a new charge of Ar$ 15.8/MWh for thermal plants and Ar$ 6.3/MWh for hydro electrical plants was set for investments funding, which will be effective from February 2015 to December 2018 only for those generators participating in the projects. The new generation will have an additional remuneration equivalent to 50% of the direct additional remuneration based on technology for a 10-year period. The resolution is retroactive to February 2015.

On March 30, 2016, the Energy Secretariat under the supervision of Ministry of Energy and Mining through Resolution 22/2016 updated the generators’ remuneration in effect under Resolution 482/2015, replacing for this purpose Appendices I, II, III, IV, V, VI and VII of the mentioned Resolution. It is noteworthy that the increases were based on the remuneration charged by the generators. The new resolution increased recognition of fixed costs for thermal plants by 70% and for hydro electrical plants by 120%. The variable costs were adjusted by 40% for thermal and hydro electrical plants. The cost for non-recurrent maintenance was increased by 60% for thermal plants and 25% for hydro electrical plants, respectively. The additional remuneration was not updated. The increases were applied retroactively to February 2016 to all remuneration concepts that are collected by the generators. This new resolution is a temporary measure adopted until the new regulatory framework announced by the government becomes effective.

On the other hand, on March 22, 2016, the Energy Secretariat through Resolution 21/16 required to offer new capacity for thermal generation for the summer 2016/17, winter 2017 and Summer 2017/18 periods. The resolution stated that the offer cannot include, at the date the resolution was published, pre-existent generation units already interconnected to the Argentine Interconnection System (“SADI” for its acronym in Spanish) or that the capacity offered it was already committed in other agreements.

The contract for 5 to 10 years will be entered into with CAMMESA as representative of MEM’s agents, the monthly remuneration for the capacity will be in US$/MW, while for energy generated with each fuel will be in US$/MWh, being the payment priority equivalent to that for payment of liquid fuel. The supply and/or the recognition of the fuel costs will be made based on current regulations, as appropriate.

The minimum capacity at each interconnection node must not be less than 40MW and preferably must be of dual capacity for fuel consumption, with specific maximum consumption of up to 2,500 kcal/kWh. CAMMESA will inform the expected locations for generation between 50 MW to 150 MW.

The order of priority for the offers was based on increasing costs, therefore, the assessment formulas must be available to the bidders.

On June 14, 2016, the results of the New Thermal Generation Bid were published in the Official Bulletin, granting a total of 1,915 MW (out of more than 6,000 MW total offers). Four offers propose to deliver new energy (545 MW of capacity) to the National Interconnected System in December 2016; 10 offers propose to deliver new energy (685 MW) in the first quarter of 2017 and four more offers are expecting to deliver new energy (229 MW) in the second quarter of 2018. In addition, 26 offers are committed to start their service in the second half of 2017, and another five offers in 2018. Likewise, through Note No. 355 the Energy Secretariat instructed CAMMESA to encourage pricing improvements to those entities whose offers were considered acceptable but no bid was granted. The deadline to provide new pricing offers was July 4, 2016. Currently, there is no official information about the results of such bidding process.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Brazil

Legislation in Brazil allows the participation of private capital in the electricity sector, upholds free competition among companies in electricity generation, and defines criteria to avoid certain levels of economic concentration and/or market practices that may cause a decline in free competition.

Based on the contract requirements as stated by distribution companies, the Ministry of Energy has been involved in planning the expansion of the electricity system, setting capacity quotas by technology on the one hand and, on the other, promoting separate tender processes for thermal, hydraulic, or renewable energies, or directly holding tender processes for specific projects. The operation is being coordinated in a centralized fashion in which one independent operator coordinates centralized load dispatch based on variable production costs and seeks to guarantee to meet demand at the minimum cost for the system. The price at which transactions take place on the spot market is called the Difference Liquidation Price (Precio de Liquidación de las Diferencias, PLD).

Generation companies sell their energy on the regulated or unregulated market through contracts, and they trade their surpluses or deficits on the spot market. The free market is aimed at large users, with a limit of 3,000 kW or 500 kW if they purchase energy produced with renewable resources.

In the unregulated market, suppliers and their clients directly negotiate energy purchase conditions. In the regulated market, in contrast, where distribution companies operate, energy purchases must go through a tender process coordinated by the National Electricity Agency (ANEEL). In this way, the regulated purchase price used in the determination of tariffs to end users is based on average prices of open bids, and there are separate bidding processes for existing and new energy. Bidding processes for new energy contemplate long-term generation contracts in which new generation projects must cover the growth of demand foreseen by distributors. The open bids for existing energy consider shorter contractual terms and seek to cover the distributors’ contractual needs arising from the expiry of prior contracts. Each bidding process is coordinated centrally. Authorities set maximum prices and, as a result, contracts are signed where all distributors participating in the process buy pro rata from each offering generator.

On November 25, 2014, the ANEEL approved the new PLD limits for 2015. The maximum limits (decreased from R$ 823 to R$ 388/MWh) and the minimum (increased from R$ 16 to R$ 30/MWh). The decision was the result of extensive debate, which began with Public Consultation number 09/2014 and later with Public Hearing number 54/2014.

The main effect of the new limit is to reduce the financial impact for distributors of potential future risks when contracting energy on the spot market, as in 2014 the spot price was at its maximum for much of the year. The new maximum price also mitigates the risk of unrecoverable economic and financial losses for generators, when production is below contract values. However, the possibility of selling excess energy at higher prices decreases. Currently generators can divide their excess energy across the months of the year, to boost their revenues by allocating more energy to those months where higher prices are expected, as the ceiling is lower.

Annually, the ANEEL confirms through Resolutions the minimum and maximum values for the PLD limits. In 2016, the maximum and minimum PLD limits are R$ 422.56/MWH and R$ 30/MWh, respectively. Such PLD limits reflect the estimated costs of the Itaipú mega hydro power plant, which will have a tariff of 25.78 US$/kW in 2016.

These regulatory mechanisms ensure the creation of regulatory assets, whose rate adjustment for deficits in 2014, took place in the tariff adjustments starting in 2015 (March for Ampla Energía E Serviços S.A.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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(Ampla) and April for Compañía Energética Do Ceará S.A. (Coelce), subsidiaries of our associate). This mechanism has existed since 2001, and is called the Compensation Clearing Account – Part A (Cuenta de Compensación de Valores – Parte A, “CVA”). They aimed to maintain consistent operating margins for the dealer by allowing tariff revenue due to the costs of Parcel A.

Compensation Clearing Account (“CVA” for its acronym in Portuguese) helps maintain stability in the market and enables the creation of deferred costs, which is compensated through tariff adjustments based on the fees necessary to compensate for deficits from the previous year.

In December 2014 an addendum was signed to the concession contract for distributors in Brazil (Ampla and Coelce), which allows these regulatory assets (CVA’s and others) to be included in indemnitee assets at the end of the concession, and if this is not possible over time, it allows compensation through tariffs. Therefore, the recognition for these regulatory assets/liabilities is allowed under IFRS.

Brazil continued to experience drought conditions throughout 2014. In November the system reached the maximum risk of energy rationing. The average reservoir levels were 1% lower than at the last rationing. However, the Government has stated that there is no risk to supply.

The Government has created the ACR account to cover the additional energy costs through bank loans to be paid within two years through the tariff. Distributors had used approximately R$18 billion from the ACR account by December 31, 2014. However, this was not sufficient to cover the shortfall. In March 2015, it was approved a new loan against the ACR account to cover the shortfall of November and December 2014. In addition, it was approved an extension in the payment period for all loans, which currently will have to be paid in 54 months from November 2015.

In January 2015, based on the mismatches between the costs recognized in tariffs and actual costs other than those related to operations of the distribution entities, and increased inherent drought conditions costs, ANEEL began the application of a system (known as Tariffs Flags) of monthly charges over the tariff to the customers, provided that the marginal cost of the system is higher than the regulatory standard. The purpose of the regulator is to indicate the customers the generating cost of the following month, and paying in advance to the distribution companies an amount that would only be available in the next tariff review process.

The system consists of three levels of coloured flags: Green, Yellow and Red as follows:

 

Colour    Description   

 To be applied when 

CMO (R$/MWh)

  

Additional Tariff

(R$/MWh)

 

Green

   Favourable generation of energy conditions    < 200      None   

Yellow 

   Less favourable generation of energy conditions    200 > < 388.48      + 0.025   

Red

   Higher costs generation conditions    > 388.48      + 0.045   

From January until the reporting date, the values have been changing based on new expectations of future generation costs.

In summary, with this mechanism the generation cost that is currently transferred to the customer only once a year (when the annual tariff adjustment is performed) will generate a monthly variation and the customer can improve control over their electricity consumption. That is, the consumers will notice a lower tariff

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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adjustment as they are paying a higher amount during the month. The flags system implemented by the ANEEL, is an accurate indicator of the actual cost of energy generated, allowing consumers a rational use of electrical energy.

Beginning on February 1, 2016, the Red flag was separated into to levels: R$ 3.00 and R$ 4.50, applicable to a consumption of 100 kWh. Also, the Yellow flag value was reduced from R$ 2.5 to R$ 1.5, applicable to a consumption of 100 kWh (or portions). The improved conditions of the rain season in 2016 that increased the hydro electrical reserves to its normal levels and the combined effects of a decrease in the demand and the addition of new power plants to the Brazilian electricity system, have led to a change in the Tariff Flags in the last months, so that in March 2016 the flag was Yellow and in April 2016 it was Green.

In 2015, as a result of the effects of the drought conditions, most of the generating companies had preliminary judicial decisions that limited their risks and passed part of the costs to the customers. The ANEEL, looking for a solution, approved in November 2015 the conditions to “renegotiate” the hydrological risk with the generation agents participating in the Electricity Reallocation Mechanism (“MRE” for its acronym in Portuguese) which were pending until that date.

In 2015, six electric power tenders were carried out for purposes of re-establishing the energy supply:

 

    One A-1 tender: 1,954 MWavg, allocated to Hydro (94%), Biomass (4%) and Gas (2%); from 1 to 3 years of energy supply;

 

    Four A-3 tenders and reserve:

 

    97 MWavg, allocated to Wind (30%) and Biomass (70%), at an average price of R$ 200/MWh

 

    233 MWavg, allocated in 100% to Solar, at an average price of R$ 301.8/MWh

 

    314.3 MWavg, allocated to Wind (72%), Hydro (15%), Gas (7%), and Biomass (6%), at an average price of R$ 189/MWh

 

    508 MWavg, allocated to Wind (52%) and Solar (48%), at an average price of R$ 249/MWh.

 

    One A-5 tender: 1,147 MWavg, allocated to Gas (76%), Hydro (18%) and Biomass (7%), at an average price of R$ 259.2MWh.

Also, a Tender for Contracting Hydro electrical Plants Concessions was carried out through the quota regime, in which the seller is granted energy (3,223 MWavg) and capacity (6,061 MW) for an Annual Operational Revenue from Generation.

In 2016, A-5 tender was carried out:

 

    for 202 MWavg, allocated to Gas (2%), Hydro (58%) and Biomass (40%), at an average price of R$ 198.59 MWh.

Energy Development Account (“CDE” for its acronym in Portuguese)

The CDE, created under Law 10,438/2002, is a state-owned fund that provides energy development from alternative sources, promotes energy service globalization, and subsidizes the low income residential sub-class. The fund is financed through a charge in the tariff of customers and generators.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Pro rata allocation of the CDE due to judicial matters

At the end of September 2015, ANEEL, based on certain judicial outcomes referring to suspend collection of CDE charges to certain industrial participants (Abrace’s members), had to recalculate the CDE pro rata allocation to the rest of the applicable participants. Despite having transferred Parcel A costs, the deficit originated for the revenue losses will be included in the tariff adjustments of the distribution companies.

CDE 2016

On December 15, 2015, ANEEL organized a public hearing to discuss with agents and the community the 2016 economic budget for the CDE.

The preliminary proposal of ANEEL is a 36% budget reduction for the charge of the Fuel Consumption Account (“CCC” for its acronym in Portuguese) efficiency energy interruptions leading to a lower charge to the final tariff for the consumers.

The deadline for the contributions is January 15, 2016.

Among the variables explaining the decline in the Budget are the reduction in the operating cost of the CCC and the amounts for compensation awards that are still pending of payment.

Open discussions on Renewal of Distribution Concession Contract

From September 2012, distribution concessions under Article 22 of Law No. 9,074/1995 could be one-time renewed for a maximum 30-year period upon decision of the Grantor Power, in order to ensure the continuity, efficiency in rendering services, tariff model and acknowledging an operational and economic rationale.

The renewal of the concession for such distributions companies will be conditional to the render of quality services based on criteria relating to operational efficiency and economic/financial management.

On October 20, 2015, ANEEL approved the “draft version” of the amendment to the Concession Contract and recommended to the Ministry of Energy and Mining to extend the concessions. On December 28, 2015, the government extended the period to sign the contract for extending concessions due to complexity in the analysis of current grantors, and only approving the CELG’s concession.

Distributed Generation

In May 2015, the regulator in a public hearing began the process to modify the regulations related to the distributed micro- and mini-generation aimed to making it more viable. The most important modification is to allow the installation of generation systems (of any renewable source, up to 3 MW for hydro and 5 MW for other sources) in locations other than where is located the load.

On November 24, 2015, ANEEL approved the regulation on distributed micro- and mini-generation by using an energy compensation mechanism (Resolution No. 687/15).

Under the new regulations, effective on March 1, 2016, the use of any source of renewable energy as well as qualified co-generation are allowed. Distributed micro-generation is defined as a generating power plant with installed capacity of up to 75 kW. Distributed mini-generation is defined as a generating power plant with installed capacity of more than 75kW and less than 5 MW (3 MW are for water supply) connected to the distribution network through consumption units facilities.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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If the volume of energy generated in a particular month is higher than the energy consumed in that particular month, the consumer has a credit that can be used to reduce the next month invoice. In accordance with the new regulation, the effective period for energy credits was increased from 36 to 60 months, also the credits can be applied to the consumption of units of the same owner located in other place, as long as the service area is from a same distributor. This type of use for credits is referred to as “distance consumption”.

Another new feature available in the regulation is the possibility to install distributed generation in condominiums (companies with multiples consumption units). Under this feature, the energy generated can be distributed in specific percentages defined by the own consumers.

ANEEL also create the scheme “shared generation” which allows the parties interested in be part of a consortium or cooperative to install distributed mini/micro generation and use the energy generated to reduce the invoices of all members of the consortium or cooperative.

In terms of the procedures necessary to connect the micro/mini generator to the distribution network, the ANEEL set up rules that simplifies the process with specific forms for access requests to be completed by the consumers and reducing the period, from 82 days to 34 days, that distributors have to connect the 75 kW plants. In addition, from January 207, customers will be able to make access requests and to monitor their progress online.

Shared Personnel and Contracts between Related Parties

On January 28, 2016, the ANEEL issued new rules on sharing personnel and infrastructure between entities of a same Group, and also for the approval of contracts between related parties.

The new rules on sharing personnel and infrastructure between entities of a same Group are as follows:

 

    To allow share personnel and administrative infrastructure between entities from different business activities (generation, distribution, transmission, commercial and holdings);

 

    For hiring personnel it must be compared the service to be rendered and sharing the human resources, and the most viable economic option must be used. The service contracts will be for a maximum 5-year term, with an extending option upon request and the verification of economic advantages;

 

    To use the Gross Non-Movable Asset (“AIB” in its Spanish acronym) as the regulatory criteria to separate the full amount of personnel expenses and third-party services, as well as the shared infrastructure between the participating entities. The share ratio of personnel expenses for distributors is limited to a 40% of its total personnel expenses recorded in their accounting records;

 

    The contracts to share personnel and administrative infrastructure shall comply with the economic, financial, administrative and operational individuality principles of the companies:

 

    The principles shall be stated in the request to ANEEL;

 

    The contracts to share personnel and administrative infrastructure will be for a maximum 5-year term, with an extending option upon request and the verification of economic advantages;

 

    The contracts shall contain an exit clause so that in case of an administrative intervention, the intervenor could keep the contracts terms for a period not less than 1 year.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    The proposed structure that the distribution companies must present to the ANEEL, shall consider that:

 

    The operation, engineering and people defence processes cannot be shared;

 

    The procurement, accounting, market, financing, audit and other processes can be share, based on ANEEL decision after analysing the prior request for approval;

New rule for approval of contracts between related parties:

 

    The contracts between related parties of purchase/sale of energy in the free market (“CCEAL” in its Portuguese acronym) are not preliminary reviewed by the ANEEL, instead are reviewed after the parties have stated the terms of the contracts;

 

    The contracts between related parties which will not be reviewed preliminary by the ANEEL, on an individual basis, under the following conditions:

 

Prior Year Contract Revenues   Annual Limit of Disbursement of the Contract  

More than R$3.5 billion

    ThR$ 650   

Less than R$3.5 billion and more than R$1 billion

    ThR$ 350   

Less than R$1 billion

    ThR$ 150   

 

    The loan agreements between related parties must have a maximum 4-year term.

Resolution No. 237

On June 6, 2016, the Ministry of Mining and Energy (“MME” for its acronym in Portuguese) issued Resolution No. 237 allowing energy distribution companies to request to the MME that their investments in high voltage distribution systems and in substations be categorized as priority. Such classification allows the distributors to issue “infrastructure debentures” which are financing bonds with maturities longer than those of normal bonds, and that also have tax benefits for creditors. The granting of this benefit to the energy distribution companies was the result of an initiative carried out between the Brazilian Electric Energy Distributors Association (“ABRADEE” for its acronym in Portuguese) and the Ministry of Mining and Energy.

Provisional Measure No. 735

On June 22, 2016, ANEEL issued Provisional Measure No 735, establishing the following changes:

 

  1) Sectoral Commissions

 

    Beginning on January 1, 2017, the Chamber of Electric Energy Commercialization (“CCEE” for its acronym in Portuguese) will replace Eletrobás in performing the activities to collect the Global Reserve of Reversal (“RGR” for its acronym in Portuguese), Energy Development Account (“CDE”) and the Fuel Consumption Account (“CCC”), as well as, in managing the financing for the payment of the administration and operational expenditures incurred in this sectorial funds.

 

    Beginning on January 1, 2030, the CDE’s annual instalments allocation will be made in proportion to the electric energy consumer market in MWh served by the distribution companies and the distribution and transmission concessionaires. The geographical location will no longer be taken into account. From January 1, 2017 to December 31, 2019 a gradual and uniform reduction will be applied in order to eliminate the actual proportion (4.53 for the CDE instalments in the South, South East, North, and North-East regions).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    Beginning on January 1, 2030, the cost per MWh of the CDE’s annual instalments paid by the consumers will be pro rata allocated to their voltage levels, as follows:

 

    High Voltage = 1/3 x Low Voltage cost

 

    Medium Voltage = 2/3 x Low Voltage cost

 

    From January 1, 2017 to December 31, 2029 a gradual and uniform reduction will be applied in order to reach above proportions.

 

  2) Itaipú Binacional’s Tariff

Itaipú Binacional (“Itaipú”) is an hydro electrical power plant constructed as part of the International Agreement signed between Brazil and Paraguay on April 26, 1973, for the development of the hydroelectric resources of the Paraná River located at the Brazilian-Paraguayan border (from and including the Guairá Falls to the mouth of the Iguazú River).

The transfer tariff of Itaipú’s energy is fixed in US$/kW of monthly contracted capacity. Brazilian energy distribution companies must pay monthly to Eletrobas in the Itaipú Electric Energy Commercialization account the amount determined by multiplying the monthly contracted capacity quota times the transfer tariff of Itaipú’s energy, both approved by the ANEEL.

Beginning on January 1, 2016, in accordance with Article 6 of Provisional Measure No. 735, a new transfer tariff of Itaipú’s energy was established, which will be included in the total cost of 15.3 of the multiplier factor over the energy transfer cost referred to as in Appendix C of the Brazilian-Paraguayan Itaipú Agreement.

 

  3) Tenders

For the concession of electric energy generation, transmission and distribution that will not be renewed, the Brazilian government can propose a sale/tender of the new 30-year period concession.

CDE’s Monthly Rate: Indemnification for discounts granted to consumers under judicial orders

Resolution No. 1,576 authorized electric energy distributors to recover the lower amounts billed due to judicial orders against the Energy Development Account, through the CDE’s monthly instalments.

The difference between the regular tariff and the judicial order tariffs shall be deducted from the CDE’s monthly instalment. This adjustment will not be implemented through the tariffs and no regulatory assets will be included in the tariffs. The discount applied to the CDE’s monthly instalment of consumers with judicial orders will be compensated, that is, the monthly payment of the instalments will be lower than the instalments defined in the resolution.

Law No. 13,203: Beneficiaries to the discount in the Tariffs for Using Distribution System (“TUSD”) and Tariffs for Using Transmission System (“TUST”)

Law No. 13,203, published on December 8, 2015, broaden the scope of beneficiaries to the discount in the TUSD/TUST, as well as, the volume and use of the energy when it is considered and used for self-generation:

 

   

ANEEL will establish a discount of up to 50% to the TUSD/TUST tariffs for those hydro electrical energy projects with total capacity less than or equal to 3,000 kW and those energy projects based on

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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solar, wind, biomass and qualified co-generation whose total capacity connected to the distribution and transmission systems is less than or equal to 30,000 kW. The discount will be applicable to the energy production and consumption that is:

 

  i) purchased/sold for this type of projects; and

 

  ii) used in own production for those entities beginning operations on January 1, 2016.

 

    ANEEL will establish a discount of up to 50% to the TUSD/TUST tariffs for those solar, wind, biomass and qualified co-generation energy projects whose total capacity connected to the distribution and transmission systems is more than 30,000 kW and less than 300,000 kW and that comply with the following criteria:

 

  i) the project was originated as a result of the energy auction carried out on January 1, 2016; or

 

  ii) the project was authorized to begin operations on January 1, 2016.

In implementing the Law, ANEEL established Public Audience No. 38 that will replace Resolution No. 77/2004. The discounts will result in a significant increase in the amounts that are subsidized by the CDE, thus, increasing the tariffs for the consumers of our subsidiaries Ampla and Coelce. The fix percentage of discount of 50% proposed by ANEEL for this type of energy projects is the minimum to be applied based on current regulations.

Public Audience No. 34. Criteria to limit the payment of dividends and interest on net equity

ANEEL called to Public Audience No. 34 to establish the criteria to limit the payment of dividends and interest on net equity as a result of non-compliance of indicators of public service continuity for those energy distribution contracts signed under Law No. 12,783/2013 and Decree No. 8,461/2015. The criteria are the following:

 

    Dividend distribution and interest on net equity are limited to 25% of net income or 25% increase in the amounts allocated as legal reserve and contingency reserve and the reversal of such reserve from prior periods;

 

    The limit will be applied at the beginning of the following year that the non-compliance occurred;

 

    If a higher amount of cash and cash equivalent is paid as consideration of net equity, updated by the SELIC rate, within the 180 days after received notification from ANEEL to the controlling party.

Colombia

The Public Utility Law (Ley de Servicios Públicos Domiciliarios, Law No. 142) and the Electricity Law (Ley Eléctrica, Law No. 143) were passed in 1994 establishing the new framework ordered by the Constitution. These laws set out the general criteria and policies that are to govern public utility service provision in the country, as well as the procedures and mechanisms for regulating, monitoring and overseeing them.

The Electricity Law puts the constitutional focus into practice, regulating the generation, transmission, distribution and sale of electricity, creating the market and competitive environment, strengthening the industry and setting the boundaries for government intervention. Taking into account the nature of each activity or business, general guidelines were established for developing the regulatory framework, creating

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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and implementing the rules that would allow for free competition in the power generation and sales industries, while the directives for the transmission and distribution industries were geared toward treating these activities as monopolies while seeking out competitive conditions wherever possible.

The main institution in the electricity sector is the Mining and Energy Ministry, who’s Mining Energy Planning Unit (Unidad de Planeación Minero Energética, UPME) draws up the National Energy Plan and the Generation and Transmission Expansion Plan. The Energy and Gas Regulatory Commission (Comisión de Regulación de Energía y Gas, CREG) and the Public Service Superintendency (Superintendencia de Servicios Públicos, SSPD) regulate and oversee, respectively, the companies in the industry, and the Superintendency of Industry and Commerce is the national authority for free trade protection issues.

The electricity industry operates on the basis of electricity-selling companies and the large consumers being able to buy and sell energy through bilateral contracts or on a short-term energy exchange market, called the energy exchange, that operates freely according to supply and demand conditions. In addition, long-term auctions of Firm Energy within a Reliable Charge scheme are carried out to promote the expansion of the system. The market is operated and administered by XM, which is in charge of the National Dispatch Centre (Centro Nacional de Despacho, CND), and the Commercial Interchange System Manager (Administrador del Sistema de Intercambios Comerciales, ASIC).

Peru

The Electricity Concessions Law and its regulations, the Law to Ensure Efficient Development of Electricity Generation (Law No. 28,832), the Electricity Industry Antimonopoly and Oligopoly Law, the Technical Standard for Electricity Service Quality, the Environmental Protection Regulations for Electricity Activities, the Law Creating the Energy and Mining Investment Supervisory Agency (“OSINERGMIN” for its acronym in Spanish) and its regulations, and the Regulations for Unregulated Electricity Users and Decree Law No. 1221 which improves the regulation of distribution of electricity to promote access to electricity in Peru, all comprise the main legislation in the regulatory framework for doing business in the power industry in Peru.

Law No. 28,832, whose purpose is to ensure enough efficient power generation to reduce the risk of price volatility and rationing, promotes the establishment of market prices based on competition, planning and ensuring a mechanism that guarantees expansion of the transmission grid, and also allows Large Unregulated Users and Distributors to participate in the short-term market. Accordingly, the law promotes tender processes for long-term power supply contracts at firm prices in order to encourage investment in efficient generation and contracts with distribution companies. Distribution companies must begin the tender processes at least three years ahead of time in order to keep Regulated Users’ demand covered.

Expansion in transmission must be planned through a binding Transmission Plan drawn up by the COES SINAC and approved first by the OSINERGMIN and then by the Energy and Mining Ministry. There are two types of system: a) the Guaranteed Transmission System, which is paid for by the demand; and b) the Complementary Transmission System, which is financed jointly by the generation companies and by the demand.

The purpose of the COES SINAC is to coordinate operations at the lowest possible cost while ensuring a reliable system and the best use of energy resources, to plan transmission and to manage the short-term market. It is made up of generation, transmission and distribution companies and Large Unregulated Users

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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(those with demand of 10 MW or higher) who belong to the National Interconnected Grid (Sistema Eléctrico Interconectado Nacional).

Generation companies may sell their power to: (i) Distribution companies through tender contracts or regulated bilateral contracts; (ii) Unregulated clients; and (iii) the spot market, where surplus energy is traded among generation companies. Generation companies are also paid for the firm capacity they contribute to the system which covers the maximum demand plus a margin regardless of their dispatch.

Peru’s spot price, given the definition of its ideal marginal cost and the ability of natural gas plants to declare gas prices lower than their actual costs, does not necessarily reflect the costs in the system, as it does not consider the current shortages in the natural gas and electricity transport system. Furthermore, it sets a ceiling price for the market. This was established in an emergency regulation in 2008 (Emergency Decree 049 of 2008) that will remain in effect at least until the end of 2016.

Decree Law No. 1221, published on September 24, 2015, amends certain aspects of the current framework, among others:

 

    In tariff distribution, VAD (Value Added Distribution) and Internal Rate of Return (IRR) calculation will be made individually for each distribution company with more than 50,000 customers.

 

    The Energy and Mining Ministry will define a Technical Responsibility Zone (ZRT) for each distributor, taking into consideration the environment of the regions where they operate (near to concession zones). The works conducted at the ZRT shall be approved by the Distributor, and it will have priority to conduct them or might be subsequently transferred to them. A VAD will be recognized for investment and audited actual costs (with an upper threshold).

 

    Add to the VAD a charge for Technological Innovation and/or Energy Efficiency in Distribution.

 

    Add an adjustment factor to the VAD that encourages service quality in distribution.

 

    Establishes an obligation to the Distributors to assure their regulated demand for 24 months.

 

    Establishes an obligation to the Distributor for of urban electrification or return the contribution once 40% of habitability is reached.

 

    Regarding the concessions, it limits to 30 years those granted through bidding processes, it establishes a requirement for a favourable report of basin management for hydro electrical generation, and the granting and expiration of concessions shall be ruled through Ministry Resolution.

 

    Establish conditions for distributed generation of non-conventional renewable energy and co-generation that allows them to inject the surpluses to the distribution system without affecting the operational assurance.

It is expected that the publication of regulations under this Decree Law for its subsequent implementation will take effect during 2016.

Non-conventional renewable energy

 

    In Brazil, the ANEEL holds auctions by technology considering the expansion plan set by the EPE, the planning agency, so that the target amount set for non-conventional renewable energy capacity is met.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    In Colombia, Law No. 697 was issued in 2001 by the Program for the Rational and Efficient Use of Energy and Other Forms of Non-Conventional Energy (Programa de Uso Racional y Eficiente de la Energía y demás formas de Energías No Convencionales – PROURE). Subsequently, indicative targets were defined for non-conventional renewable energy (NCRE) of 3.5% for 2015 and 6.5% for 2020. Law No. 1,715 was enacted in 2014, which created a legal framework for the development of non-conventional renewable energy, in which guidelines for declarations of public interest, as well as tax, tariff and accounting incentives were established. As part of the implementation, the Ministry of Mines and Energy enacted Decree No. 2,469 in 2014 establishing guidelines for energy policy on supply of self-generation surpluses. Likewise, the Energy and Gas Regulatory Commission (“CREG” for its acronym in Spanish) issued Resolution 24/2015 regulating high-scale self-generation activity, and the Mining Energy Planning Unit (“UPME” for its acronym in Spanish) issued Resolution No. 281/2015 establishing the limit for low-scale (equal to 1MW) self-generation. Additionally, the CREG issued Resolutions No. 11/2015 and No. 212/2015 encouraging demand response mechanisms. In 2015 the CREG issued Resolution No. 138 that amends the remuneration scheme for confidence charged for minor plants. This new regulation establishes that such plants will belong to the centralized scheme of the charge and will declare ENFICC in order to obtain OEF assignments. If the difference between actual and programmed generation in those plants is lower than +/- 5%, they could keep the current remuneration scheme. By CREG Resolution No. 177/2015 a transition period for the implementation of this measure was established as until June 2016. The Ministry of Mines and Energy issued in 2015 Law Decree No. 1,623 that establishes guidelines on zone expansion policies and Law Decree No. 2,143 in 2015 that provides guidelines for the implementation of fiscal and tax incentives established in Law No. 1,715. In 2016 the UPME issued Resolution No. 45/2016, establishing the procedures to request certificates to support FNCE’s projects and to obtain the list of goods and services exempted from duties or VAT.

 

    In Peru, a target of 5% has been set as the NCRE share in the country’s energy system. It is a nonbinding target and the regulatory agency, the OSINERGMIN, holds differential tenders by technology and limited prices to help reach the goal.

 

    In Argentina, on October 21, 2015, the new Law No. 27,191 for Renewable Energy was published in the Official Bulleting, replacing the current Law No. 26,190. The new regulation postpones to December 31, 2017 the goal to reach 8% share in the national demand of energy with renewable sources for generation and establishes as a second stage goal to reach 20% share in 2025 establishing mid-objectives of 12%, 16% and 18% for the end of years 2019, 2021 and 2023. The enacted Law creates a Fiduciary Fund (“FODER”) to finance works, grants tax benefits to renewable energy projects and establishes exemptions for specific taxes, national, provincial and municipality royalties until December 31, 2025. The customers categorized as Large Users (> 300 kW) shall comply on an individual basis with the renewable share goals, establishing that the price of the contracts shall not exceed 113 US$/MWh, and setting sanctions to those not fulfilling the goals.

The Decree 531/16, published on March 30, 2016, regulates Law No. 26,190 and its amendment Law no. 27,191 on renewable energy. Basically it regulates certain formalities:

 

    Designates the Ministry of Energy and Mining as the regulator authority;

 

    Enables generators/marketers to enter into contracts for a demand of more than or equal 300 KW or with distribution companies acting on their behalf;

 

    CAMMESA will call to public tenders to supply demand for less than 300 KW;

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    All CAMMESA’s purchases are guaranteed by the Fiduciary Fund (“FODER”);

 

    The FODER will be incorporated with funds from Treasure and a specific fee applied to the demand supplied by CAMMESA;

 

    The energy goals must be fulfilled with renewable energy generated from power plants within the country;

 

    To use the tax benefits it is necessary to have an authorized certificate of inclusion within the renewable energy regime.

The Ministry of Energy and Mining, CAMMESA and the Executive Committee, will be responsible for establishing the methodology to determine the fines for non-compliance of goals, use of the Fiduciary Fund and tender specifications.

Resolutions No. 71/2016 and No. 71/2016, both issued on May 17, 2016, begin the process of public tenders for contracting within the Electric Wholesale Market of renewable energy under the so called “Programa Renovar – Ronda 1” with a total requirement of 1,000 MW divided into:

 

    Wind: 600 MW;

 

    Solar: 300 MW;

 

    Biomass: 65 MW;

 

    Mini-hydro: 20 MW;

 

    Biogas: 15 MW.

The tender is structured with a maximum price for technology established by the government.

The preliminary specifications of the tender and the preliminary framework for the Energy Supply Contract were issued for public comments. The preliminary specifications set up a timetable for the tender process, where: the final specifications will be published on July 1, 2016, the submission of the offers will be on August 22, 2016, the granting of the offers will be on September 28, 2016 and the signing-off of the contracts will be in October 28, 2016.

CAMMESA is the buyer of the energy with prices in USD/MW (without indexation) and contracts of a 20-year term.

Through Resolution No. 106/2016, issued on June 13, 2016, postponed the date for public comments to July 1, 2016. Up to date, it is still expected the final tender specifications and confirmation of the timetable of the process.

Limits on integration and concentration

In general, all of the countries have legislation in effect that defends free competition and, together with specific regulations that apply to the electricity market, defines criteria to avoid certain levels of economic concentration and/or abusive market practices.

In principle, the regulators allow the participation of companies in different activities (e.g. generation, distribution, and commercialization) as long as there is an adequate separation of each activity, for both accounting and company purposes. Nevertheless, most of the restrictions imposed involve the transmission

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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sector mainly due to its nature and to the need to guarantee adequate access to all agents. In Argentina and Colombia there are specific restrictions if generation or distribution companies want to become majority shareholders in transmission companies.

Regarding concentration in a specific sector, in Argentina, there are no specific limits that affect the vertical or horizontal integration of a company. In Peru, integration is subject to authorization. In Colombia, no company may have a direct or indirect market share of over 25% in electricity sale activities, although two criteria have been established for generating activity. One of these relates to participation limits depending on market concentration (HHI) and the size of the players according to their Firm Energy, and the other relates to pivotally conditions in the market depending on the availability of resources to meet system demand. In addition, Colombian companies created after the Public Service Law was enacted in 1994 can only engage in activities that complement generation/sales and distribution/sales. Finally, in Brazil, with the changes taking place in the power industry under Law No. 10,848/2004 and Decree 5,163/2004, the ANEEL gradually perfected regulations, eliminating concentration limits as no longer compatible with the prevailing regulatory environment. However, regulatory approval is required for consolidations or mergers to take place between players operating within the same business segment.

Market for unregulated customers

In all of the countries where the Group operates, distributing companies can supply their customers under regulated or freely agreed conditions. The supply limitations imposed on the unregulated market are as follows:

 

Country    kW threshold

Argentina

   > 30 kW

Brazil

   > 3.000 kW or > 500 kW(1)

Colombia

   > 100 kW or 55 MWh-month

Peru

   > 200 kW(2)

 

(1) The >500 kW limit applies if energy is purchased from renewable sources, for which the government provides incentives through a discount on tolls.
(2) In April 2009, it was established that clients between 200 kW and 2,500 kW could choose between the regulated and unregulated markets. Those using over 2,500 kW are required to be unregulated customers.

 

5 CASH AND CASH EQUIVALENTS

 

  a) The detail of cash and cash equivalents as of June 30 and March 1, 2016 is as follows:

 

Cash and cash equivalents    Balance as of  
   6-30-2016      3-1-2016  
   ThCh$      ThCh$  

Cash balances

     18,486         24,243   

Bank balances

     76,061,618         131,838,924   

Time deposits

     14,861,829         26,546,792   

Other cash and cash equivalents

     22,695,750         52,842,477   

Total

     113,637,683         211,252,436   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Time deposits included in cash and cash equivalents represent interest-bearing time deposits with original maturity of less or equal to 90 days. Other fixed-income investments are mainly comprised of repurchase agreements with original maturities of less than or equal to 90 days. There is no significant available cash held by the Group that is restricted.

 

  b) The detail of cash and cash equivalents by currency is as follows:

 

Currency      Balance as of  
     6-30-2016
ThCh$
       3-1-2016
ThCh$
 

Chilean peso

       860,172           33,977,634   

Argentine peso

       15,110,601           12,493,810   

Colombian peso

       81,630,612           143,455,480   

Peruvian sol

       8,197,670           17,416,962   

U.S. dollar

       7,838,628           3,908,550   

Total

       113,637,683           211,252,436   

 

6 OTHER FINANCIAL ASSETS

The detail of other financial assets as of June 30 and March 1, 2016 is as follows:

 

Other Financial Assets    Balance as of  
   6-30-2016      3-1-2016  
   Current      Non-current      Current      Non-current  
   ThCh$      ThCh$      ThCh$      ThCh$  

Available-for-sale financial investments – non-quoted equity securities or with limited liquidity

     —           1,489,313         —           570,183   

Financial assets held to maturity

     2,482,940         —           3,429,689         —     

Hedging derivatives (*)

     367,908         1,699         596,654         7,536   

Non-hedging derivatives (**)

     480,111         —           —           —     

Total

     3,330,959         1,491,012         4,026,343         577,719   

 

(*) See Note 18.2.a
(**) See Note 18.2.b

The amounts included in “financial assets held to maturity” and “financial assets at fair value through profit or loss” correspond mainly to time deposits and other highly liquid investments that are readily convertible to cash and subject to a low risk of changes in value, but that do not fulfil the definition of cash equivalent as defined in Note 3.f.2 (with maturity over 90 days from time of investment).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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7 TRADE AND OTHER RECEIVABLES

 

  a) The detail of trade and other receivables as of June 30 and March 1, 2016 is as follows:

 

Trade and Other Receivables, Gross    Balance as of  
   6-30-2016      3-1-2016  
   Current      Non-current      Current      Non-current  
   ThCh$      ThCh$      ThCh$      ThCh$  

Trade and other receivables, gross

     235,707,729         218,201,571         219,724,982         220,651,649   

Trade receivables, gross

     217,646,382         206,959,522         201,822,287         217,115,983   

Other receivables, gross

     18,061,347         11,242,049         17,902,695         3,535,666   

 

Trade and Other Receivables, Gross    Balance as of  
   6-30-2016      3-1-2016  
   Current      Non-current      Current      Non-current  
   ThCh$      ThCh$      ThCh$      ThCh$  

Trade and other receivables, net

     228,027,444         218,201,571         211,703,393         220,651,649   

Trade and other receivables, net

     211,296,144         206,959,522         195,564,258         217,115,983   

Other receivables, net

     16,731,300         11,242,049         16,139,135         3,535,666   

There are no significant restrictions related to these trade and other receivables.

The balances in this account do not generally accrue interest.

The Group did not have clients to which it had sales representing 10% or more of its revenues for the four months period ended June 30, 2016.

Refer to Note 8.1 for detailed information on amounts, terms and conditions associated with accounts receivable from related parties.

 

  b) As of June 30 and March 1, 2016 the balance of unimpaired, past due trade receivables is as follows:

 

Trade Receivables Past Due But Not Impaired    Balance as of  
   6-30-2016      3-1-2016  
   ThCh$      ThCh$  

Less than four months

     32,199,606         18,959,176   

Between four and six months

     10,524,384         10,728,597   

Between six and twelve months

     24,214,165         8,219,903   

More than twelve months

     20,847         —     

Total

     66,959,002         37,907,676   

 

  c) The reconciliation of changes of allowance for impairment of trade receivables is as follows:

 

Trade Receivables Past Due and Impaired    Current and Non-current  
   ThCh$  

Balance as of March 1, 2016

     8,021,589   

Increases (decreases) for the period (*)

     (114,573

Foreign currency translation differences

     (226,731

Balance as of June 30, 2016

     7,680,285   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Write-offs of bad debt

Past-due debt is written off once all collection measures and legal proceedings have been exhausted and the debtors’ insolvency has been demonstrated. In our power generation business, this process normally takes at least one year of procedures for the few cases that arise in each country.

 

  d) Additional information:

 

    Additional statistical information required under Official Bulletin 715 of the Superintendencia de Valores y Seguros (Chilean Superintendency of Securities and Insurance) of February 3, 2012, XBRL Taxonomy: see Appendix 5.

 

    Complementary information on trade receivables: see Appendix 5.1.

 

8 BALANCES AND TRANSACTIONS WITH RELATED PARTIES

Related party transactions are performed at current market conditions.

Transactions between the companies of the Group have been eliminated on consolidation and are not itemized in this note.

As of the date of these consolidated financial statements, no guarantees have been given or received nor has any allowance for bad or doubtful accounts been recognized with respect to receivable balances for related party transactions.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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8.1 Balances and transactions with related parties

The balances of accounts receivable and payables between the Group and its non-consolidated related parties are as follows:

 

  a) Receivables from related parties:

 

                             Balance as of  
                                   6-30-2016     3-01-2016  
Taxpayer ID
No. (RUT)
  Company   Description of
the transaction
  Term of the
transaction
  Relationship   Currency   Country   Current     Current  
              ThCh$     ThCh$  

Foreign

  Endesa Cemsa S.A.   Other services   Less than 90 days   Associate   Ar$   Argentina     38,894        —     

Foreign

  Endesa Cemsa S.A.   Other services   Less than 90 days   Associate   Ar$   Argentina     224,784        —     

Foreign

  Chilectra S.A.   Other services   Less than 90 days   Common control   Ch$   Chile     3,500        —     

Foreign

  Comercializadora de Energía del Mercosur S.A.   Energy sales   Less than 90 days   Associate   Ar$   Argentina     —          39,143   

Foreign

  Comercializadora de Energía del Mercosur S.A.   Other services   Less than 90 days   Associate   CH$   Argentina     —          292,117   

Foreign

  Companhía Interconexao Energética S.A.   Tolls   Less than 90 days   Common control   Ar$   Brazil     5,378,920        5,242,895   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Energy sales   Less than 90 days   Common control   CP   Colombia     12,472,747        19,270,991   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Other services   Less than 90 days   Common control   CP   Colombia     54,415        36,674   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Loans   Less than 90 days   Common control   CP   Colombia     —          4,796,859   

Foreign

  Empresa de Energía de Piura S.A.   Other services   Less than 90 days   Common control   Sol   Peru     79,579        66,331   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Energy sales   Less than 90 days   Common control   Sol   Peru     23,089,514        11,369,318   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Other services   Less than 90 days   Common control   Sol   Peru     802,818        247,182   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Loans   Less than 90 days   Common control   Sol   Peru     10,921        —     

Foreign

  Empresa Distribuidora Sur S.A.   Current account   Less than 90 days   Common control   Ar$   Argentina     4,675        2,507   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Energy sales   Less than 90 days   Common control   CP   Colombia     727,223        1,124,151   

94.271.000-3

  Enersis Chile S.A.   Other services   Less than 90 days   Parent   CP   Chile     5,481        5,031   

91.081.000-6

  Endesa S.A.   Other services   Less than 90 days   Parent   Ch$   Chile     24,324        —     

Foreign

  Enel Produzione   Current account   Less than 90 days   Common control   US$   Italy     —          145,761   

Foreign

  Distrilec Inversora S.A.   Dividends   Less than 90 days   Associate   US$   Argentina     3,804        3,801   

Foreign

  Central Dock Sud S.A.   Other services   Less than 90 days   Common control   Ar$   Argentina     3,157        —     

Foreign

  Endesa Energía S.A.   Other services   Less than 90 days   Common control   CP   Spain     500        —     

Foreign

  Enel Brasil S.A.   Dividends   Less than 90 days   Associate   Ch$   Brazil     21,125,979        10,619,928   

Foreign

  Enel Brasil S.A.   Dividends   Less than 90 days   Associate   Real   Brazil     2,441,984        1,224,862   

Foreign

  Central Termica Manuel Belgrano   Dividends   Less than 90 days   Associate   Ar$   Argentina     21,764        —     

Foreign

  Central Termica Manuel Belgrano   Current account   Less than 90 days   Associate   Ar$   Argentina     6,148        —     

Foreign

  Central Termica San Martin   Dividends   Less than 90 days   Associate   Ar$   Argentina     16,762        —     

Foreign

  Central Termica San Martin   Current account   Less than 90 days   Associate   Ar$   Argentina     4,736        —     

Foreign

  Enel Produzione S.p.a.   Other services   Less than 90 days   Parent   US$   Italy     145,675        —     

Foreign

  Energía Nueva Energía Limpia Mexico S.R.L   Other services   Less than 90 days   Common control   Ch$   Italy     1,007        —     

Foreign

  Central Dock Sud   Other services   Less than 90 days   Common control   Ch$   Spain     —          2,066   

Foreign

  Endesa Energía S.A.   Other services   Less than 90 days   Common control   Ch$   Spain     —          457   

Foreign

  Enel Green Power Colombia   Other services   Less than 90 days   Common control   CP   Colombia     18,331        17,221   
    Total                         66,707,642        54,507,295   

As of June 30, and March 1, 2016 the Group did not have non-current receivables from related parties.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  b) Accounts payable to related parties:

 

                             Balance as of l  
                             6-30-2016     3-01-2016  

Taxpayer ID

No. (RUT)

 

 

Company

 

 

Description of
the transaction

 

 

Term of the
transaction

 

 

Relationship

 

 

Currency 

 

 

Country

 

 

Current

ThCh$

 

   

Current

ThCh$

 

 
               

91.081.000-6

  Endesa S.A.   Current account   Less than 90 days       Common control       Ch$   Chile     —          2,366,402   

91.081.000-6

  Endesa S.A.   Other services   Less than 90 days   Common control   Ch$   Chile     —          67,357   

Foreign

  Comercializadora de Energía del Mercosur S.A.   Fuel purchase   Less than 90 days   Associate   Ar$   Argentina     —          944,899   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Energy purchase   Less than 90 days   Common control   CP   Colombia         2,685,394        12,313,082   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Other services   Less than 90 days   Common control   CP   Colombia     46,826        34,986   

Foreign

  Compañía de Transmisión del Mercosur S.A.   Tolls   Less than 90 days   Common control   Ar$   Argentina     5,378,920        5,242,895   

Foreign

  Empresa de Energía de Piura S.A.   Other services   Less than 90 days   Common control   Sol   Peru     3,240        27,734   

Foreign

  Empresa de Energía de Piura S.A.   Tolls   Less than 90 days   Common control   Sol   Peru     584,712        437,703   

Foreign

  Empresa de Energía de Piura S.A.   Energy purchase   Less than 90 days   Common control   Sol   Peru     35,836        41,525   

Foreign

  Empresa de Energía de Piura S.A.   Loans   Less than 90 days   Common control   Sol   Peru     8,615,660        —     

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Other services   Less than 90 days   Common control   Sol   Peru     132,693        171,671   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Tolls   Less than 90 days   Common control   Sol   Peru     6,805        3,897   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Current account   Less than 90 days   Common control   Sol   Peru     110,670        —     

Foreign

  Empresa Distribuidora Sur S.A.   Current account   Less than 90 days   Common control   Ar$   Argentina     699,189        210,065   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Energy purchase       Less than 90 days   Common control   CP   Colombia     173,243        145,665   

94.271.000-3

  Enersis Américas S.A.   Current account   Less than 90 days   Parent   Ch$   Chile     11,072,352        24,445,370   

94.271.000-3

  Enersis Américas S.A.   Dividends   Less than 90 days   Parent   CP   Chile     23,517,489        8,361,236   

76.536.353-5

  Enersis Chile S.A.   Other services   Less than 90 days   Parent   Ch$   Chile     322,177        22,568   

76.536.353-5

  Enersis Chile S.A.   Other services   Less than 90 days   Parent   Ch$   Chile     —          14,950   

76.536.353-5

  Enersis Chile S.A.   Other services   Less than 90 days   Parent   CP   Chile     13,496        28,319   

76.536.353-5

  Enersis Chile S.A.   Other services   Less than 90 days   Parent   Eur   Chile     14,950        —     

91.081.000-6

  Endesa S.A.   Other services   Less than 90 days   Parent   Ch$   Chile     289,563        —     

91.081.000-6

  Endesa S.A.   Other services   Less than 90 days   Parent   Sol   Chile     1,115,705        —     

91.081.000-6

  Endesa S.A.   Other services   Less than 90 days   Parent   CP   Chile     30,371        —     

96.770.940-9

  Compañía Eléctrica Tarapacá S.A.   Other services   Less than 90 days   Common control   Ch$   Chile     1,619        1,619   

Foreign

  Endesa Cemsa S.A.   Other services   Less than 90 days   Associate   Ar$   Argentina     1,103,175        —     

76.107.186-6

  Servicios Informáticos e Inmobiliarios Ltda.   Other services   Less than 90 days   Common control   Ch$   Chile     3,918        —     

Foreign

  Enel Iberoamérica, srl   Other services   Less than 90 days   Common control   CP   Spain     35,469        45,152   

Foreign

  Enel Iberoamérica, srl   Other services   Less than 90 days   Common control   Ar$   Spain     131,064        131,499   

Foreign

  Enel Iberoamérica, srl   Other services   Less than 90 days   Common control   Ch$   Spain     105,420        99,248   

Foreign

  Enel Produzione   Other services   Less than 90 days   Common control   CP   Italy     —          203,522   

Foreign

  Enel Ingegneria e Innovazione   Current account   Less than 90 days   Common control   Eur   Italy     —          796,362   

Foreign

  Enel Ingegneria e Innovazione   Other services   Less than 90 days   Common control   CP   Italy     —          179,540   

79.913.810-7    

  Endesa España   Other services   Less than 90 days   Common control   Eur   Spain     25,267        31,602   

Foreign

  Endesa Latinoamerica   Other services   Less than 90 days   Common control   CP   Italy     94,669        50,113   

Foreign

  Enel Ingegneria & Ricerca SPA   Other services   Less than 90 days   Parent   Eur   Chile     814,696        —     

Foreign

  Enel Produzione S.p.a.   Other services   Less than 90 days   Parent   CP   Colombia     295,724        —     

Foreign

  Enel S.p.A   Other services   Less than 90 days   Parent   CP   Italy     71,372        27,155   

Foreign

  Enel S.p.A   Other services   Less than 90 days   Parent   Ch$   Italy     8,732        8,535   

Foreign

  Enel S.p.A   Other services   Less than 90 days   Parent   Eur   Italy     1,984,492        1,510,179   

Foreign

  Enel Trade S.p.A   Other services   Less than 90 days   Common control   Ch$   Italy     50,874        12,736   

Foreign

  Enel Italia Servizi SRL   Other services   Less than 90 days   Parent   Ch$   Italy     119,772        —     
    Total                         59,695,554        57,977,586   

As of June 30, and March 1, 2016 the Group did not have non-current accounts payable with related parties.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  c) Significant transactions and effects on income/expenses:

Transactions with related parties that are not consolidated and their effects on profit or loss for both continuing and discontinued operations are as follows:

 

Taxpayer ID No. 

(RUT)

  Company   Relationship   Description of Transaction   Country  

Four months ended

6-30-2016

 
          ThCh$  

94.271.000-3

  Enersis Américas   Common control       Received services   Chile     (5,339

94.271.000-3

  Enersis Américas   Parent   Financial income (loans)   Chile     312,994   

76.536.353-5

  Enersis Chile   Common control   Received services   Chile     (270,737

76.536.353-5

  Enersis Chile   Common control   Provided services   Chile     5,339   

91.081.000-6

  Endesa Chile   Common control   Received services   Chile     (227,802

Foreign

  Empresa Distribuidora Sur S.A.   Common control   Received services   Argentina         (428,438

Foreign

  Empresa Distribuidora Sur S.A.   Common control   Energy sale   Argentina     3,521   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Energy sale   Colombia     45,646,452   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Energy purchase   Colombia     (182,887

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Provided services   Colombia     32,052   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Received services   Colombia     (47,514

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Financial income (loans)   Colombia     31,730   

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Common control   Electricity tolls   Colombia     (8,620,042

Foreign

  Comercializadora de Energía del Mercosur S.A.   Associate   Received services   Argentina     (145,138

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Common control   Energy sale   Peru     33,360,242   

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A.   Common control   Provided services   Peru     9,684,557   

Foreign

  Endesa Trading.   Common control   Received services   Spain     (36,443

Foreign

  Empresa de Energía de Piura S.A.   Common control   Energy sale   Peru     122,069   

Foreign

  Empresa de Energía de Piura S.A.   Common control   Energy purchase   Peru     (53,586

Foreign

  Empresa de Energía de Piura S.A.   Common control   Provided services   Peru     63,824   

Foreign

  Empresa de Energía de Piura S.A.   Common control   Provided services   Peru     211   

Foreign

  Empresa de Energía de Piura S.A.   Common control   Financial expense (loans)   Peru     (5,708

Foreign

  Empresa de Energía de Cundinamarca S.A.   Common control   Electricity tolls   Colombia     (373,076

Foreign

  Empresa de Energía de Cundinamarca S.A.   Common control   Energy sale   Colombia     2,666,010   

Foreign

  Compañía de Transmisión del Mercosur S.A.   Common control   Electricity tolls   Argentina     (179,598

76.107.186-6

  ICT Servicios informáticos Ltda.   Common control   Received services   Chile     (3,429

Foreign

  Companhía Interconexao Energética S.A.   Common control   Electricity tolls   Brazil     179,598   

Foreign

  Enel Iberoamérica, srl   Common control   Received services   Spain     (39,839

Foreign

  CENTRAL DOCK SUD   Common control   Energy sale   Argentina     851   

Foreign

  Enel Ingegneria e Innovazione   Common control   Received services   Chile     (9,150

Foreign

  Endesa España   Common control   Received services   Spain     (26,774

Foreign

  Enel Produzione   Common control   Received services   Italy     (76,794

Foreign

  Enel LATINOAMERICA   Common control   Received services   Spain     (39,839

Foreign

  Enel S.p.A   Parent   Received services   Italy     (483,564

Foreign

  Energía Nueva Energía Limpia Mexico S.R.L   Common control   Provided services   Italy     981   
          Total     80,854,734   

Transfers of short-term funds between related parties are treated as current accounts changes, with variable interest rates based on market conditions used for the monthly balance. The resulting amounts receivable or payable are usually at 30 day terms, with automatic rollover for the same periods and amortization in line with cash flows.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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8.2 Board of directors and key management personnel

The Company is managed by a Board of Directors which consists of nine members. Each director serves for a four-year term after which they can be re-elected.

The current Board of Directors has been elected at the Ordinary Shareholders’ Meeting as of April 27, 2016. Chairman and Vice Chairman were appointed on the meeting of the Board of Directors held on April 28, 2016.

Board of Directors members:

 

    Rafael Fauquié Bernal                 (Chairman)

 

    Vittorio Vagliasindi                 (Vice Chairman)

 

    María Loreto Silva Rojas

 

    Umberto Magrini

 

    Francesco Buresti

 

    Mauro Di Carlo

 

    Luca Noviello

 

    Hernán Cheyre Valenzuela

 

    Eduardo Novoa Castellón

 

  a) Accounts receivable and payable and other transactions

 

    Accounts receivable and payable

As of June 30 and March 1, 2016 there are no outstanding amounts receivable or payable between the Company and the members of the Board of Directors and key management personnel.

 

    Other transactions

As of June 30 and March 1, 2016 no transactions other than transactions in the normal course of business-electricity supply have taken place between the Company and the members of the Board of Directors and key management personnel.

 

  b) Directors’ compensation

In accordance with Article 33 of Law No. 18,046 governing stock corporations, the compensation of Directors is established each year at the Ordinary Shareholders Meeting of the Company. The methodology to determining the compensation, described below, was established at the 2016 Annual Shareholders Meeting of the Company.

The remuneration breaks down as follows:

 

    174 UF as a fixed monthly fee, and

 

    84 UF per diem for each Board of Directors meeting attended.

In accordance with the provisions of the bylaws both fees are 100% higher for the Chairman and 50% higher for the Vice Chairman as compare to the Directors’ fees mentioned above.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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If any Director of the Company is a member of more than one Board of Directors in any Chilean or foreign subsidiaries and/or associates, or holds the position of director or advisor in other Chilean or foreign companies or legal entities in which the Company has a direct or indirect ownership interest, that Director can be compensated for his/her participation in only one of those Boards or Management Committees. The Executive Officers the Company and/or any of its Chilean or foreign subsidiaries or associates will not receive any compensation or per diem if they hold the position of director in any of the Chilean or foreign subsidiaries or associates of the Group.

Directors’ Committee

Each member of the Directors’ Committee receives a fixed monthly remuneration as well as a remuneration for each session. The remuneration breaks down as follows:

 

    58 UF as a fixed monthly fee, and

 

    28 UF per diem for each Board meeting attended, without limits on the number of sessions.

The enactment of Law No. 20,382 on improved Corporate Governance resulted in the merger of the Directors’ Committee and the Audit Committee.

The following tables show details of the compensation paid to the members of the Board of Directors for the periods ended June 30, 2016:

 

                 Four months ended 6-30-2016  
Name   Position   Period in Position     Endesa Board     Board of subsidiaries     Directors’ Committee  
      ThCh$     ThCh$     ThCh$  

Rafael Fauquié Bernal (*)

  Chairman     3-1-2016 – 6-30-2016        —          —          —     

Vittorio Vagliasindi (*)

  Vice Chairman      3-1-2016 – 6-30-2016        —          —          —     

Umberto Magrini (*)

  Director     3-1-2016 – 6-30-2016        —          —          —     

Francesco Buresti (*)

  Director     3-1-2016 – 6-30-2016        —          —          —     

Mauro Di Carlo (*)

  Director     3-1-2016 – 6-30-2016        —          —          —     

Luca Noviello (*)

  Director     3-1-2016 – 6-30-2016        —          —          —     

Loreto Silva Rojas

  Director     3-1-2016 – 6-30-2016        44,255,171        —          14,032,216   

Hernán Cheyre Valenzuela

  Director     3-1-2016 – 6-30-2016        44,255,171        —          14,032,216   

Eduardo Novoa Castellón

  Director     3-1-2016 – 6-30-2016        44,255,171        —          14,032,216   

 

(*) Mr. (Mrs.) Rafael Fauquié Bernal, Vittorio Vagliasindi, Umberto Magrini, Francesco Buresti, Mauro Di Carlo and Luca Noviello renounced their fees and allowances as members of the Board of Endesa Américas.

 

  c) Guarantees established by the Company in favour of the Directors.

No guarantees have been granted to the Directors.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  d) Compensation for Endesa Américas executives.

 

    Compensation received by key management personnel

 

Chilean

ID No.

(RUT)

  Company Executives
  Name   Position
24.789.926-K   Valter Moro   Chief Executive Officer
7.776.718-5   Luis Ignacio Quiñones Sotomayor   Fiscal
22.357.225-1   Ramiro Alfonsin Balza   Deputy Chief Executive Officer and Chief Financial Officer
7.012.475-0   Raúl Arteaga Errázuriz (1)   Chief Executive Officer and Chief Financial Officer

The members of key management personnel of Endesa Américas are paid exclusively by Endesa Chile, their official employer, which provides services to Endesa Américas under the intercompany contract between those entities.

 

  (1) Mr. Ramiro Alfonsín Balza presented his voluntary resignation to the Company starting April 30, 2016. From May 1, 2016, Mr. Raúl Arteaga Errázuriz took over as Chief Executive Officer and Chief Financial Officer.

 

    Guarantees established by the Company in favour of Endesa Américas executives.

No guarantees have been granted to Endesa Américas executives.

 

  e) Compensation plans linked to share price.

There are no compensation plans linked to the share price.

 

9 INVENTORIES

As of June 30 and March 1, 2016, this caption is composed of the following:

 

Classes of Inventories    Balance as of  
   6-30-2016      3-1-2016  
   ThCh$      ThCh$  

Supplies for Production

     11,338,992         7,277,962   

Oil

     6,943,569         4,939,158   

Coal

     4,395,423         2,338,804   

Other inventory (*)

     15,756,123         15,284,363   

Total

     27,095,115         22,562,325   

 

  (*) Other inventory includes ThCh$ 15,529,050 and ThCh$ 14,720,300 of spare parts as of June 30 and March 1, 2016, respectively.

For four months ended June 30 and March 1, 2016, the amount for raw materials and consumables recognized as fuel consumption for continuing operations was ThCh$ 46,355,758. See Note 24.

As of June 30 and March 1, 2016, no inventories have been pledge as a guarantee for liabilities.

As of June 30, 2016 impairment due to obsolesce was ThCh$ 64,051. As of March 1, 2016, no inventories have been written down due to obsolesce or impairment.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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10 CURRENT TAX RECEIVABLES AND PAYABLES

The detail of current tax receivables as of June 30 and March 1, 2016 is as follows:

 

Tax Receivables    Balance as of  
   6-30-2016      3-1-2016  
   ThCh$      ThCh$  

Tax credit for absorbed profits

     1,480,673         1,173,038   

Other

     5,863         7,342   

Total

     1,486,536         1,180,380   

The detail of current tax payables as of June 30 and March 1, 2016 is as follows:

 

Tax Payables    Balance as of  
   6-30-2016      3-1-2016  
   ThCh$      ThCh$  

Income tax

     43,362,213         69,622,313   

Other

     2,238         1,302   

Total

     43,364,451         69,623,615   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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11 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

 

  11.1 Investments accounted for using the equity method

 

  a) The following tables represent the changes in investments accounted for using the equity method as of June 30 and March 1, 2016:

 

Changes in investments in associates   Country  

Functional

currency

 

Ownership

interest, %

   

Balance as of

3-1-2016

   

Share of

Profit

(Loss)

    Dividends
declared
   

Foreign

Currency

Translation

   

Other

Comprehensive

Income

   

Balance as

of

6-30-2016

 
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Enel Brasil S.A.

  Brazil   Real     38.6367     436,928,081        25,041,988        (9,118,659     81,366,296        (761,606     533,456,100   

Endesa Cemsa S.A.

  Argentina   Argentine peso     45.0000     738,638        (67,450     —          1,588        —          672,776   

Distrilec Inversora S.A. (*)

  Argentina   Argentine peso     0.8875     152,449        (68,839     —          6,060        (911     88,759   

Central Termica Manuel Belgrano

  Argentina   Argentine peso     24.1760     479,248        368,504        (504,174     7,434        —          351,012   

Central Termica San Martin

  Argentina   Argentine peso     24.1760     440,929        288,348        (465,976     10,922        —          274,223   

Central Vuelta Obligada S.A.

  Argentina   Argentine peso     3.4500     7,700        —          —          (48     —          7,652   
              TOTALES        438,747,045        25,562,551        (10,088,809     81,392,252        (762,517     534,850,522   

 

(*) Significant influence is exercised through the parent company of Endesa Américas, Enersis Américas 51.5% ownership of Distrilec Inversora S.A.

 

  b) Between March 1 and June 30, 2016, no significant changes in ownership interest in our investment associates had occurred.

11.2 Additional information on investments in associated companies

The following tables show financial information as of June 30 and March 1, 2016 from the financial statements of the significant investments in associates where the Group has significant influence:

 

Investments with

Significant Influence

  As of June 30, 2016  
  Ownership
Interest
    Current
Assets
    Non-current
Assets
    Current
Liabilities
    Non-current
Liabilities
    Revenues     Expenses     Profit (Loss)     Other
Comprehensive
Income
    Comprehensive
Income
 
  %     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Endesa Cemsa S.A.

    45.00     19,212,222        114,446        17,831,608        —          1,049,551        (1,137,347     (87,796     —          (87,796

Enel Brasil S.A.

    38.64     959,296,766        2,334,635,926        717,317,258        900,875,904        823,895,693        (749,395,847     74,499,846        (2,524,980     71,974,866   

Distrilec Inversora S.A.

    0.89     493,807        10,056,890        549,306        —          —          (2,972,883     (2,972,883     (102,653     (3,075,536

 

Investments with

Significant Influence

   As of March 1, 2016  
  

Ownership

Interest

   

Current

Assets

    

Non-current

Assets

    

Current

Liabilities

    

Non-current

Liabilities

 
   %     ThCh$      ThCh$      ThCh$      ThCh$  

Endesa Cemsa S.A.

     45.00     18,920,425         126,280         17,405,287         —     

Enel Brasil S.A.

     38.64     706,354,437         1,954,233,433         569,274,899         706,344,589   

Distrilec Inversora S.A.

     0.89     17,229,391         479,361         —           530,740   

None of our associates have published price quotations.

Appendix 2 to these consolidated financial statements provides information on the main activities of our associated companies and the ownership interest the Group holds in them.

 

  c) Additional information

Restrictions on funds transfers from associated companies

Enel Brasil must comply with certain financial ratios or covenants that require a minimum level of equity and restrict the transferring of assets to its owners. The Company’s ownership interest in Enel Brasil’s restricted net assets as of June 30, 2016 totaled ThCh$ 121,579,960.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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11.3 Commitments and contingencies

As of June 30, 2016 associated companies did not have significant commitments and contingencies

 

12 INTANGIBLE ASSETS OTHER THAN GOODWILL

Intangible assets as of June 30 and March 1, 2016 are detailed as follows:

 

Intangible Assets, Net   Balance as of  
  6-30-2016     3-1-2016  
  ThCh$     ThCh$  

Development costs

    5,265,153        5,469,686   

Easements and water rights

    22,069,754        20,082,855   

Patents, registered trademarks and other rights

    1,447,393        931,059   

Computer software

    1,310,573        1,268,063   

Other identifiable intangible assets

    1,438,788        1,187,199   

Total

    31,531,661        28,938,862   

 

Intangible Assets, Gross   Balance as of  
  6-30-2016     3-1-2016  
  ThCh$     ThCh$  

Development costs

    7,532,102        7,531,239   

Easements and water rights

    29,625,887        26,849,263   

Patents, registered trademarks and other rights

    3,141,181        2,382,457   

Computer software

    6,348,312        5,864,662   

Other identifiable intangible assets

    3,231,067        2,921,594   

Total

    49,878,549        45,549,215   

 

Accumulated Amortization and Impairment   Balance as of  
  6-30-2016     3-1-2016  
  ThCh$     ThCh$  

Development costs

    (2,266,949     (2,061,553

Easements and water rights

    (7,556,133     (6,766,408

Patents, registered trademarks and other rights

    (1,693,788     (1,451,398

Computer software

    (5,037,739     (4,596,599

Other identifiable intangible assets

    (1,792,279     (1,734,395

Total

    (18,346,888     (16,610,353

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The reconciliation of the carrying amounts of intangible assets for the four months period ended June 30, 2016 is as follows:

 

Changes in Intangible Assets  

Development

Costs

   

Easements and

Water Rights

   

Patents,

Registered

Trademarks,

and Other

Rights

   

Computer

Software

   

Other

Identifiable

Intangible

Assets, Net

   

Intangible

Assets, Net

 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  
Opening Balance as of March 1, 2016   5,469,686     20,082,855     931,059     1,268,063     1,187,199     28,938,862  

Changes in identifiable intangible assets

                                               

Increases other than those from business combinations

    124,075        1,028,467        521,874        32,287        415,204        2,121,907   

Increase (decrease) from net foreign exchange differences, net

    467,686        1,254,842        95,243        45,496        61,886        1,925,153   

Amortization (*)

    (20,432     (296,410     (111,251     (186,704     —          (614,797

Increases (decreases) from transfers and other changes

                                               

Increases (decreases) from other changes

    —          —          10,468        151,431        (161,899     —     

Disposals and withdrawals from service

                                               

Disposals

    (775,862     —          —          —          (63,602     (839,464

Total changes in identifiable intangible assets

    (204,533     1,986,899        516,334        42,510        251,589        2,592,799   

Closing Balance as of June 30, 2016

    5,265,153        22,069,754        1,447,393        1,310,573        1,438,788        31,531,661   

 

(*) See Note 26

According to the Group management’s estimates and projections, the expected future cash flows attributable to intangible assets allow recovery of the carrying amount of these assets recognized as of Mary 31, 2016 (see Note 3.d).

As of June 30 and March 1, 2016 the Group does not have significant intangible assets with an indefinite useful life.

 

13 GOODWILL

The following table shows goodwill by the Cash-Generating Unit or group of Cash-Generating Units to which it belongs and changes for the four months period ended June 30, 2016:

 

Compañía   Cash-Generating Unit     

Balance as of

3-1-2016

    

Foreign

Currency

Exchange

Differences

    

Balance as of

6-30-2016

 
     ThCh$      ThCh$      ThCh$  

Hidroeléctrica El Chocón S.A.

    Hidroeléctrica El Chocón S.A.         4,742,692         (30,204      4,712,488   

Edegel S.A.A.

    Edegel S.A.A.         85,539,496         1,969,250         87,508,746   

Emgesa S.A.E.S.P.

    Emgesa S.A.E.S.P.         3,988,262         356,779         4,345,041   

Total

             94,270,450         2,295,825         96,566,275   

The origin of goodwill is detailed below:

 

  1. Hidroeléctrica El Chocón S.A.

On August 31, 1993, the Group acquired 59% of Hidroeléctrica El Chocón in an international public bidding process held by the Argentine government.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  2. Edegel S.A.A.

On October 9, 2009, in a transaction on the Lima Stock Exchange in Peru, the Group acquired an additional 29.3974% interest in Edegel S.A.A.

 

  3. Emgesa S.A.E.S.P.

On October 23, 1997, the Group, together with Endesa Spain, bought 48.5% of Generadora de Electricidad Emgesa de Santa Fé de Bogotá in Colombia. The purchase was made in an international public bidding process held by the Colombian government.

According to the Group management’s estimates and projections, the expected future cash flows projections attributable to the Cash-Generating Units or groups of Cash-Generating Units, to which the acquired goodwill has been allocated, allow recovery of its carrying amount as of June 30 and March 1, 2016 (see Note 3.d).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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14 PROPERTY, PLANT AND EQUIPMENT

 

  a) Property, plant and equipment as of June 30 and March 1, 2016 is as follows:

 

Classes of Property, Plant and Equipment, Net    Balance as of  
   6-30-2016      3-1-2016  
   ThCh$      ThCh$  

Construction in progress

     106,133,945         117,303,651   

Land

     69,011,233         63,860,814   

Buildings

     13,721,096         12,873,583   

Plant and equipment

     2,402,829,420         2,231,258,542   

Fixtures and fittings

     9,521,924         8,085,841   

Finance leases

     31,175,297         31,396,511   

Property, plant and equipment, net

     2,632,392,915         2,464,778,942   

 

Classes of Property, Plant and Equipment, Gross    Balance as of  
   6-30-2016      3-1-2016  
   ThCh$      ThCh$  

Construction in progress

     106,133,945         117,303,651   

Land

     69,011,233         63,860,814   

Buildings

     24,458,047         22,865,461   

Plant and equipment

     3,767,285,443         3,501,318,166   

Fixtures and fittings

     36,245,732         32,774,147   

Finance leases

     50,814,442         49,663,085   

Property, plant and equipment, gross

     4,053,948,842         3,787,785,324   

 

Classes of Accumulated Depreciation and Impairment of Property, Plant and
Equipment
   Balance as of  
   6-30-2016     3-1-2016  
   ThCh$     ThCh$  

Buildings

     (10,736,951     (9,991,878

Plant and equipment

     (1,364,456,023     (1,270,059,624

Fixtures and fittings

     (26,723,808     (24,688,306

Finance leases

     (19,639,145     (18,266,574

Total Accumulated Depreciation and Impairment in Property, Plant and Equipment

     (1,421,555,927     (1,323,006,382

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The detail of, and changes in, property, plant, and equipment for the four months period ended June 30, 2016 is as follows:

 

Changes for the period    Construction in
Progress
     Land      Buildings, Net      Plant and
Equipment, Net
     Fixtures and
Fittings, Net
     Other Property,
Plant and
Equipment under
Finance Leases, Net
     Property,
Plant and
Equipment,
Net
 
      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

Opening Balance as of March 1, 2016

     117,303,651         63,860,814         12,873,583         2,231,258,542         8,085,841         31,396,511         2,464,778,942   
Change   Increases other than those from business combinations      37,719,800         2,490         34,745         4,638,836         37,116         —           42,432,987   
  Increase (decrease) from net foreign exchange differences      2,579,232         5,256,880         884,293         150,945,706         456,289         736,841         160,859,241   
  Depreciation (*)      —           —           (163,843      (32,976,506      (682,285      (958,055      (34,780,689
  Increases (decreases) from transfers and other changes      (51,468,738      (108,951      92,318         49,855,744         1,629,627         —           —     
  Increases (decreases) from transfers from construction in process      (51,468,738      (108,951      92,318         49,855,744         1,629,627         —           —     
  Disposals and withdrawals from service      —           —           —           (892,902      (4,664      —           (897,566
 

Withdrawals

     —           —           —           (892,902      (4,664      —           (897,566
  Total changes      (11,169,706      5,150,419         847,513         171,570,878         1,436,083         (221,214      167,613,973   

Closing balance as of June 30, 2016

     106,133,945         69,011,233         13,721,096         2,402,829,420         9,521,924         31,175,297         2,632,392,915   

 

(*) See Note 26.

Additional information on Property, plant and equipment

 

  a) Acquisition commitments

As of March 1 and June 30, 2016, the Group had no contractual commitments for the acquisition of property, plant and equipment.

 

  b) Capitalized costs

b.1) Capitalized borrowing costs

There were no capitalized borrowing costs during the four months period ended June 30, 2016.

b.2) Capitalized personnel expenses

Personnel expenses directly related to the construction capitalized during four months ended June 30, 2016 amounted to ThCh$ 963,352.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  c) Finance lease

The present value of future lease payments derived from these finance leases is as follows:

 

     
     Balance as of 6-30-2016     Balance as of 3-1-2016  
  Gross     Unearned interest     Present value     Gross     Unearned interest     Present value  
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Less than one year

    19,555,066        318,339        19,236,727        10,291,411        508,534        9,782,877   

From one to five years

    80,342        12,421        67,921        15,397,324        98,883        15,298,441   

Total (*)

    19,635,408        330,760        19,304,648        25,688,735        607,417        25,081,318   

 

(*) See Note 16.1.3.

Lease assets primarily relate to Edegel S.A.A. and represent lease agreements to finance the project of converting the Ventanilla thermoelectric plant to a Combined Cycle plant. The agreements were signed between Edegel S.A.A. and the financial institutions BBVA—Banco Continental, Banco de Crédito del Perú, Citibank del Peru, and Banco Internacional del Perú—Interbank. These agreements have an average term of 8 years and bear interest at an annual rate of Libor + 1.75% as of June 30, 2016.

The company also has an agreement with Scotiabank, which financed the construction of a new open cycle plant at the Santa Rosa Plant. This agreement has a term of 9 years and bears interest at an annual rate of Libor + 1.75%.

 

  d) Operating leases

The consolidated income statements for four months ended June 30, 2016 include ThCh$ 511,923 related to operating lease costs for material assets in operation from continuing operations (see Note 27).

As of June 30 future payments on non-cancellable operating lease contracts were as follows:

 

Future payments on non-cancellable operating lease contracts    Balance as of      
   6-30-2016  
   ThCh$  

Less than one year

     140,036   

From one to five years

     274,237   

Total

     414,273   

As of March 1, 2016 there the Group did not have non-cancellable operating lease contracts.

 

  e) Other information

 

  1. As of June 30 and March 1, 2016 the Group had property, plant and equipment pledged as security for liabilities in the amount of ThCh$ 8,113,033 and ThCh$ 8,513,044, respectively (see Note 31).

 

  2. The Group have insurance policies for all risks, earthquake and machinery breakdown and damages for business interruption with a €1,000 million limit. Additionally, the Company has Civil Liability insurance to meet claims from third parties with a €500 million limit. The premiums associated with these policies are presented proportionally for each company in the caption “Prepaid Expenses”.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  3. In November 2010, the Group signed the contract CEQ-21 with Consortium Impregilo-Obrascon Huarte Lain (“OHL”) for construction of the principal public works of the hydro electrical project El Quimbo. As of June 30, 2016, most of the relevant works of the contract are completed, and commenced the process of analysis, review and verification of all the terms inherent in the contract, especially with regard to the final acceptance of the works, required for the initiation of the final settlement process.

As part of the referred review and analysis process, and under the general framework of the contract, the Group is also verifying compliance with a series of contractual milestones (binding on the contractor of the Consortium Impregilo—OHL), whose violation leads to the application of fines or constraints, besides the additional future issues that may arise during the final settlement of the contract. Within these milestones under analysis, paragraph 15 of the contract section “works completion” was identified. This paragraph sets a deadline for the completion as October 15, 2015. Taking into account that as of April 15, 2016 Provisional Acceptance Certificate was issued, this led to a delay of 183 days and to a possible discount to be applied to the contractor amounting to approximately ThCP 83,849,329 (ThCh$ 19,008,130); equivalent to 10% of the total contract value (less other discounts already applied), which is the limited amount of discounts to apply to the contract.

On the other hand, the contract also establishes a variation margin to the agreed amounts, so that, as defined in clause:

 

  a. If as a result of the contract price adjustment the actual executed amount is below than the amount indicated in the price table, the contractor will get from the administration the additional amount equal to the pro rata portion of non-recovered indirect costs and expenses to reach the floor of eighty-five percent (85%) of the amount shown in the price table.

 

  b. If the actual executed amount exceeds the amount indicated in the price table, the corresponding price will be decreased for the volume of work that exceeds 115% of the amount of the price table, so that an excess of charged direct costs of that percentage will not be considered neither overheads nor indirect costs, except those that clearly apply to the provision of the necessary additional construction plant.

Consistent with the above, the Group by analysing the activities related to the contract, identified significant variations in quantity of work performed (“VICO” for its acronym in Spanish) that according to the agreement would generate a discount to be applied to the contractor amounted to ThCP 1,057,137 (ThCh$ 239,646).

Meanwhile, the Consortium Impregilo OHL presented to the Group eight claims for ThCP 147,685,420 (ThCh$ 33,479,381). This amount includes financial costs and estimated overruns generated by issues such as stripping, changes of materials used to fill dam and auxiliary dam, archaeological findings, achievement of skilled personnel and differences for volatility of the exchange rate. The Group, based on the technical and legal analysis performed on each of the claims considers, that they are not applicable because these conditions are not specified in the scope of the contract, and not authorized by the Group (as it required by the contract) to be included (agreed and settled) in the addendum 13. In 2016 the contractor presented two new claims for ThCP 3,086,026 (ThCh$ 699,583) and the update of financial costs for the claims of 2015-2016 for ThCP 17,995,403 (ThCh$ 4,079,448).

Additionally, as of June 30, 2016, the contractor submitted 83 change of order notifications (“NOC” for its acronym in Spanish) for ThCP 31,307,842 (ThCh$ 7,097,296). As a result of the preliminary

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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analysis of these notifications, the Group recognized ThCP 8,425,765 (ThCh$ 1,910,069) in the financial statements. The remained amounts were rejected for the reason that they correspond to costs that are not the responsibility of the Group or are recognized in the Addendum 12.

 

15 DEFERRED TAXES.

 

  a) The origin and changes in deferred tax assets and liabilities as of June 30 and March 1, 2016 is as follows:

 

                   Deferred Tax Assets Relating to  
Deferred Tax Assets   

Accumulated

Depreciation

     Provisions     

Post-
Employment

Benefit

Obligations

     Revaluation of
financial
instruments
     Other      Deferred Tax
Assets
 
      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

Opening Balance as of 3-1-2016

     12,294,153         3,627,633         457,116         —           24,319         16,403,221   
Change   Increase (decrease) in profit or loss      8,825         (129,000      (76,147      —           (27,311      (223,633
  Increase (decrease) in other comprehensive income      —           —           134,705         622,387         —           757,092   
  Foreign currency translation      1,090,514         273,118         45,468         16,542         1,299         1,426,941   
  Other increase (decrease)      (1,353,608      (990,388      17,387         (309,634      4,388         (2,631,855

Closing Balance as of 6-30-2016

     12,039,884         2,781,363         578,529         329,295         2,695         15,731,766   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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          Deferred Tax Liabilities Relating to  
Deferred Tax Liabilities  

Accumulated

Depreciation

    Provisions    

Post-
Employment

Benefit

Obligations

   

Revaluation of

Financial

Instruments

    Other    

Deferred Tax

Liabilities

 
     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening Balance as of 3-1-2016

    123,943,883        16,764        237        239,625        29,526,015        153,726,524   
Change
  Increase (decrease) in profit or loss     (307,633     1,333        —          —          (2,700,100     (3,006,400
  Increase (decrease) in other comprehensive income     —          —          —          (478,870     —          (478,870
  Foreign currency translation     2,832,905        —          —          5,183        242,747        3,080,835   
  Other increase (decrease)     (2,171,605     (1,333     —          508,363        (675,394     (2,339,969

Closing Balance as of 6-30-2016

    124,297,550        16,764        237        274,301        26,393,268        150,982,120   

Recovery of deferred tax assets will depend on whether sufficient tax profits are obtained in the future. The Group believes that the future profit projections for its various subsidiaries will allow these assets to be recovered.

 

  b) As of June 30 and March 1, 2016 the Group recognized a deferred tax assets related to tax loss carry forwards totalling ThCh$ 9,034,153 and ThCh$ 8,567,645 respectively (see Note 3.m).

The Group has not recognized deferred tax liabilities for taxable temporary differences associated with investments in subsidiaries, as it is able to control the timing of the reversal of the temporary differences and considers that it is probable that such temporary differences will not reverse in the foreseeable future. The aggregate amount of taxable temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognized totaled ThCh$ 383,657,420 as of June 30, 2016 (ThCh$ 315,848,350 as of March 1, 2016).

Additionally, the Group has not recognized deferred tax assets for deductible temporary differences associated with investments subsidiaries which as of June 30, 2016, totaled ThCh$ 111,302,825 (ThCh$ 146,920,475 as of March 1, 2016), because that it is not probable that sufficient future taxable profits exist to recover such temporary differences.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The Group companies are potentially subject to income tax audits by the tax authorities of each country in which the Group operates. Such tax audits are limited to a number of annual tax periods and once these have expired audits of these periods can no longer be performed. Tax audits by nature are often complex and can require several years to complete. The following table presents a summary of tax periods potentially subject to examination:

 

Country (*)    Period  

Argentina

     2008-2015   

Brazil

     2010-2015   

Colombia

     2012-2014   

Peru

     2010-2014   

 

(*) The Parent Company, Endesa Américas S.A., began its existence on March 1, 2016, therefore has no tax periods open for inspection in Chile. However, the tax responsibility of the foreign subsidiaries was transferred to Endesa Américas S.A. as a result of spin-off, and tax periods indicated above are open for inspection of these investments.

Given the range of possible interpretations of tax standards, the results of any future inspections carried out by tax authorities for the periods subject to audit can give rise to tax liabilities that cannot currently be quantified objectively. Nevertheless, the Group Management estimates that the liabilities, if any, that may arise from such audits, would not significantly impact the companies’ future results.

The effects of deferred tax on the components of Other Comprehensive Income are as follows:

 

Effects of Deferred Tax on the Components of Other
Comprehensive Income
   Four months ended June 30, 2016  
  

Amount

Before Income Tax

    

Income

Tax

Expense

(Benefit)

    

Amount

After Income Tax

 
   ThCh$      ThCh$      ThCh$  

Foreign currency translation

     168,911,249         —           168,911,249   

Available-for-sale financial assets

     845,643         —           845,643   

Cash flow hedge

     5,486,573         (1,510,020      3,976,553   

Investments accounted for using the equity method

     (762,517      —           (762,517

Gain (loss) on revaluation of employee benefit plans

     (1,349,033      517,815         (831,218

Income tax related to components of other income and expenses debited or credited to Equity

     173,131,915         (992,205      172,139,710   

The reconciliation of deferred taxes in total comprehensive income for the four months ended June 30, 2016 is as follows:

 

Reconciliation of deferred taxes in total comprehensive income    Four months ended  6-30-2016  
   ThCh$  

Total Increases (decreases) in profit or loss

     1,235,962   

Movements in hedge reserves in other comprehensive income

     (2,228,167

Total deferred taxes in total comprehensive income

     (992,205

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  c) In Colombia, Law No. 1,739 dated 2014 increased from 8% to 9% indefinitely the rate for the specific income tax for financing social programs known as CREE, levied on taxable profits earned each year for the tax year 2016 onwards. Additionally, this Law established the CREE surcharge of 5%, 6%, 8% and 9% for 2015, 2016, 2017 and 2018, respectively.

The effect of temporary differences involving the payment of less or more income tax in the current period is recognized as a deferred tax credit or debit respectively at the tax rates in effect when the differences are reversed (39% in 2015 40% in 2016, 42% in 2017, 43% in 2018 and 34% from 2019), provided there is a reasonable expectation that such differences will reverse in the future and that the asset will generate sufficient taxable income.

 

  d) In Peru, from 2015, in accordance with the Law No. 30,296 from 2014, the rate of corporate income tax was established as 28% on taxable income after deducting the employees profit share for the years 2015 and 2016, 27% for the years 2017 and 2018, 26% for the year 2019 and further 26%.

 

16 OTHER FINANCIAL LIABILITIES

The balance of other financial liabilities as of June 30 and March 1, 2016 is as follows:

 

Other financial liabilities    Balance as of  
   6-30-2016      3-1-2016  
   Current      Non-current      Current      Non-current  
   ThCh$      ThCh$      ThCh$      ThCh$  

Interest-bearing borrowings

     246,006,165         925,445,179         198,708,121         908,101,930   

Hedging derivatives (*)

     2,567,520         —           113,583         265,542   

Non-hedging derivatives (**)

     1,711,926         —           141,549         —     

Total

     250,285,611         925,445,179         198,963,253         908,367,472   

 

(*) See Note 18.2.a
(**) See Note 18.2.b

 

  16.1 Interest-bearing borrowings

The detail of current and non-current interest-bearing borrowings as of June 30 and March 1, 2016 is as follows:

 

Interest-bearing borrowings    Balance as of  
   6-30-2016      3-1-2016  
   Current      Non-current      Current      Non-current  
   ThCh$      ThCh$      ThCh$      ThCh$  

Bank loans

     132,700,270         79,986,363         108,313,118         108,723,437   

Unsecured liabilities

     71,006,072         814,047,958         59,918,282         751,029,719   

Finance leases

     19,236,727         67,921         9,782,877         15,298,441   

Other obligations

     23,063,096         31,342,937         20,693,844         33,050,333   

Total

     246,006,165         925,445,179         198,708,121         908,101,930   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  16.1.1. Bank loans

Bank loans by currency and contractual maturity as of June 30 and March 1, 2016 is as follows:

 

  Summary of bank loans by currency and contractual maturity

 

Country   Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 6-30-2016  
          Current     Non-current  
          One to
three
moths
    Three to
twelve
months
    Total     One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total  
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        2.69     2.64     No        958,068        17,217,427        18,175,495        19,135,064        836,984        —          —          —          19,972,048   

Argentina

    Ar$        39.02     34.26     No        766,796        2,043,673        2,810,469        91,565        —          —          —          —          91,565   

Colombia

    CP        7.43     7.24     No        461,497        66,897,975        67,359,472        9,218,884        9,218,884        9,218,884        9,218,884        23,047,214        59,922,750   

Colombia

    Sol        5.82     5.65     No        —          44,354,834        44,354,834        —          —          —          —          —          —     
                              Total        2,186,361        130,513,909        132,700,270        28,445,513        10,055,868        9,218,884        9,218,884        23,047,214        79,986,363   

 

Country   Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/
No)
    Balance as of 3-1-2016  
          Current     Non-current  
          One to
three
moths
    Three to
twelve
months
    Total     One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total  
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        2.83     2.73     No        25,997,518        2,764,757        28,762,275        20,669,078        1,168,740        —          —          —          21,837,818   

Argentina

    Ar$        45.59     39.59     No        2,141,785        3,677,795        5,819,580        601,929        —          —          —          —          601,929   

Colombia

    CP        6.92     6.76     No        230,108        31,254,708        31,484,816        35,512,258        8,461,905        8,461,905        8,461,905        25,385,717        86,283,690   

Colombia

    Sol        5.82     5.65     No        —          42,246,447        42,246,447        —          —          —          —          —          —     
                              Total        28,369,411        79,943,707        108,313,118        56,783,265        9,630,645        8,461,905        8,461,905        25,385,717        108,723,437   

Fair value measurement and hierarchy

The fair value of current and non-current bank loans as of June 30 and March 1, 2016 totaled ThCh$ 222,298,800 and ThCh$ 226,831,392 respectively. As of June 30 and March 1, 2016, current and non-current bank loans, have been classified as Level 2 fair values based on the entry data from the valuation techniques used (see Note 3.g).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    Identification of bank loans by company

 

Taxpayer

ID No.

(RUT)

  Company   Country  

Taxpayer

ID No.

(RUT)

  Company   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Interest
payment
  Balance as of 6-30-2016  
                    Current     Non-Current  
                    Less
than 90
days
    More than
90 days
    Total     One to
two years
    Two to
three
years
    Three to
four
years
    Four to five
years
    More
than five
years
    Total  
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco de Credito del Peru   Peru   US$     2.41     2.39   Quarterly     232,136        560,570        792,706        17,190,819        —          —          —          —          17,190,819   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.42     3.38   Quarterly     424,619        1,242,398        1,667,017        828,266        —          —          —          —          828,266   

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.52     3.40   Quarterly     301,313        836,984        1,138,297        1,115,979        836,984        —          —          —          1,952,963   

Foreign

  Edegel S.A.A   Peru   Foreign   Bank Nova Scotia   Peru   US$     1.40     1.38   At maturity     —          14,577,475        14,577,475        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     9.70     9.48   At maturity     —          6,961,940        6,961,940        6,800,816        6,800,816        6,800,816        6,800,816        17,002,044        44,205,308   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   CP     9.73     9.51   At maturity     —          2,475,542        2,475,542        2,418,068        2,418,068        2,418,068        2,418,068        6,045,170        15,717,442   

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   CP     8.08     7.85   At maturity     461,497        27,854,727        28,316,224        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Peru   Colombia   Sol     5.87     5.70   At maturity     —          20,349,966        20,349,966        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Peru   Colombia   Sol     5.93     5.76   At maturity     —          13,534,594        13,534,594        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Peru   Colombia   Sol     5.65     5.50   At maturity     —          10,470,274        10,470,274        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   The Bank Of Tokyo   Colombia   CP     7.02     6.90   At maturity     —          29,605,766        29,605,766        —          —          —          —          —          —     

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Galicia   Argentina   Ar$     46.45     40.00   At maturity     —          560,856        560,856        —          —          —          —          —          —     

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Itaú Argentina   Argentina   Ar$     49.81     42.50   At maturity     —          217,976        217,976        13,408        —          —          —          —          13,408   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Santander Río   Argentina   Ar$     37.34     33.00   At maturity     —          141,777        141,777        8,251        —          —          —          —          8,251   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Supervielle   Argentina   Ar$     46.45     40.00   At maturity     —          206,709        206,709        12,892        —          —          —          —          12,892   

Foreign

  Central Costanera S.A.   Argentina   Foreign   Citibank   Argentina   Ar$     38.61     34.00   At maturity     —          683,559        683,559        42,575        —          —          —          —          42,575   

Foreign

  Central Costanera S.A.   Argentina   Foreign   ICBC Argentina   Argentina   Ar$     42.16     36.75   At maturity     —          232,796        232,796        14,439        —          —          —          —          14,439   

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Santander–Sindicated IV   Argentina   Ar$     34.58     30.81   Quarterly     176,363        —          176,363        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau–Sindicated IV   Argentina   Ar$     34.58     30.81   Quarterly     161,027        —          161,027        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Galicia–Sindicated IV   Argentina   Ar$     34.58     30.81   Quarterly     153,359        —          153,359        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Hipotecario–Sindicated IV   Argentina   Ar$     34.58     30.81   Quarterly     53,676        —          53,676        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Ciudad–Sindicated IV   Argentina   Ar$     34.58     30.81   Quarterly     23,004        —          23,004        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.   Argentina   Foreign   ICBC–Sindicated IV   Argentina   Ar$     34.58     30.81   Quarterly     199,367        —          199,367        —          —          —          —          —          —     
                    Total     2,186,361        130,513,909        132,700,270        28,445,513        10,055,868        9,218,884        9,218,884        23,047,214        79,986,363   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Taxpayer

ID No.

(RUT)

  Company     Country    

Taxpayer

ID No.

(RUT)

    Company     Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Interest
payment
  Balance as of 3-1-2016  
                    Current     Non-current  
                    Less than
90 days
    More
than 90
days
    Total     One to
two years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total  
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Chinango S.A.C.        Perú        Foreign        Banco de Credito del Perú      Perú   US$     2.37     2.35   Quarterly     203,119        587,071        790,190        18,199,208        —          —          —          —          18,199,208   

Foreign

    Chinango S.A.C.        Perú        Foreign        Bank Of Nova Scotia      Perú   US$     3.41     3.37   Quarterly     437,385        1,301,133        1,738,518        1,301,133        —          —          —          —          1,301,133   

Foreign

    Chinango S.A.C.        Perú        Foreign        Bank Of Nova Scotia      Perú   US$     3.52     3.40   Quarterly     307,417        876,553        1,183,970        1,168,737        1,168,740        —          —          —          2,337,477   

Foreign

    Edegel S.A.A        Perú        Foreign        Bank Nova Scotia      Perú   Sol     6.51     6.32   At maturity     25,049,597        —          25,049,597        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        BBVA Colombia      Colombia   CP     8.27     8.11   At maturity     —          3,869,619        3,869,619        6,242,389        6,242,389        6,242,389        6,242,389        18,727,168        43,696,724   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Banco de Bogota      Colombia   CP     8.30     8.14   At maturity     —          1,376,869        1,376,869        2,219,516        2,219,516        2,219,516        2,219,516        6,658,549        15,536,613   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        BBVA Colombia      Colombia   CP     7.40     7.20   At maturity     230,108        25,567,525        25,797,633        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Banco de Crédito del Perú      Colombia   CP     5.87     5.70   At maturity     —          19,381,419        19,381,419        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Banco de Crédito del Perú      Colombia   CP     5.93     5.76   At maturity     —          12,887,916        12,887,916        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Banco de Crédito del Perú      Colombia   CP     5.65     5.50   At maturity     —          9,977,112        9,977,112        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        The Bank Of Tokyo      Colombia   CP     7.02     6.90   At maturity     —          440,695        440,695        27,050,353        —          —          —          —          27,050,353   

Foreign

    Endesa Argentina S.A.        Argentina        Foreign        Citibank      Argentina   Ar$     36.74     34.00   At maturity     357,157        —          357,157        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign        Banco Galicia      Argentina   Ar$     45.12     39.00   At maturity     —          570,153        570,153        141,166        —          —          —          —          141,166   

Foreign

    Central Costanera S.A.        Argentina        Foreign        Banco Itaú Argentina      Argentina   Ar$     43.14     37.50   At maturity     —          221,965        221,965        67,469        —          —          —          —          67,469   

Foreign

    Central Costanera S.A.        Argentina        Foreign        Banco Santander Río      Argentina   Ar$     39.89     35.00   At maturity     —          149,316        149,316        41,520        —          —          —          —          41,520   

Foreign

    Central Costanera S.A.        Argentina        Foreign        Banco Supervielle      Argentina   Ar$     44.79     38.75   At maturity     —          211,731        211,731        64,875        —          —          —          —          64,875   

Foreign

    Central Costanera S.A.        Argentina        Foreign        Citibank      Argentina   Ar$     49.13     42.00   At maturity     —          685,831        685,831        214,240        —          —          —          —          214,240   

Foreign

    Central Costanera S.A.        Argentina        Foreign        ICBC Argentina      Argentina   Ar$     50.49     43.00   At maturity     —          238,129        238,129        72,659        —          —          —          —          72,659   

Foreign

    H. El Chocón S.A.        Argentina        Foreign        Banco Macro      Argentina   Ar$     43.63     38.45   At maturity     909,452        —          909,452        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign        Banco Santander–Sindicated IV      Argentina   Ar$     47.04     40.45   Quarterly     201,291        368,154        569,445        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign        Banco Itau–Sindicated IV      Argentina   Ar$     47.04     40.45   Quarterly     183,787        336,141        519,928        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign        Banco Galicia–Sindicated IV      Argentina   Ar$     47.04     40.45   Quarterly     175,035        320,134        495,169        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign        Banco Hipotecario–Sindicated IV      Argentina   Ar$     47.04     40.45   Quarterly     61,262        112,047        173,309        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign        Banco Ciudad–Sindicated IV      Argentina   Ar$     47.04     40.45   Quarterly     26,255        48,020        74,275        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign        ICBC–Sindicated IV      Argentina   Ar$     47.04     40.45   Quarterly     227,546        416,174        643,720        —          —          —          —          —          —     
                                    Total     28,369,411        79,943,707        108,313,118        56,783,265        9,630,645        8,461,905        8,461,905        25,385,717        108,723,437   

Appendix 3, letter a), presents details of estimated future cash flows (undiscounted) that the Group will have to disburse to settle the bank loans detailed above.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  16.1.2. Unsecured and secured liabilities

The detail of unsecured liabilities by currency and maturity as of June 30 and March 1, 2016 is as follows:

 

Country   Currency     Effective
Interest Rate
    Nominal
Interest
Rate
    Secured (Yes/No)   Balance as of 6-30-2016  
          Current     Non-current  
         

One to

three
months

   

Three to

twelve

months

    Total     One to
two
years
    Two to
three
years
   

Three to

four

years

   

Four to
five

years

   

More than

five

years

    Total  
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.61     6.50   No     14,113,085        95,768        14,208,853        6,626,125        5,410,894        —          6,626,125        6,626,125        25,289,269   

Peru

    Sol        6.40     6.30   No     155,402        7,941        163,343        —          —          5,031,990        —          5,031,990        10,063,980   

Colombia

    CP        12.79     12.29   No     8,866,731        47,767,145        56,633,876        —          138,928,180        100,366,560        166,316,665        373,083,304        778,694,709   
                            Total     23,135,218        47,870,854        71,006,072        6,626,125        144,339,074        105,398,550        172,942,790        384,741,419        814,047,958   

 

Country   Currency     Effective
Interest Rate
    Nominal
Interest
Rate
    Secured (Yes/No)   Balance as of 3-1-2016  
          Current     Non-current  
         

One to

three
months

   

Three to

twelve

months

    Total     One to
two
years
    Two to
three
years
   

Three to

four

years

   

Four to
five

years

   

More than

five

years

    Total  
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.61     6.50   No     351,052        14,069,191        14,420,243        6,939,377        5,666,695        —          6,939,377        6,939,377        26,484,826   

Peru

    Sol        6.40     6.30   No     —          108,431        108,431        —          —          4,918,753        —          4,918,753        9,837,506   

Colombia

    CP        12.09     11.64   No     8,394,535        36,995,073        45,389,608        —          127,518,055        42,001,203        202,741,523        342,446,606        714,707,387   
                            Total     8,745,587        51,172,695        59,918,282        6,939,377        133,184,750        46,919,956        209,680,900        354,304,736        751,029,719   

There are no secured liabilities as of June 30 and March 1, 2016.

 

    Fair value measurement and hierarchy

The fair value of current and non-current liabilities, both secured and unsecured, as of June 30 and March 1, 2016 totaled ThCh$ 1,062,352,668 and ThCh$ 933,988,466, respectively. As of June 30 and March 1, 2016, current and non-current liabilities, both secured and unsecured, have been classified as Level 2 fair values based on the entry data from the valuation techniques used (see Note 3.g).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    Secured and unsecured liabilities by company

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company   Country   Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 6-30-2016  
                    Current     Non-current  
                    Less than
90 days
    More than
90 days
    Total     One to
two years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
    Total  
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru     Sol        6.41     6.31     No        —          7,941        7,941        —          —          —          —          5,031,990        5,031,990   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru     Sol        6.38     6.28     No        155,402        —          155,402        —          —          5,031,990        —          —          5,031,990   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru     US$        6.44     6.34     No        180,982        —          180,982        —          —          —          —          6,626,125        6,626,125   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru     US$        7.93     7.78     No        187,127        —          187,127        —          5,410,894        —          —          —          5,410,894   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru     US$        6.73     6.63     No        6,828,544        —          6,828,544        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru     US$        6.09     6.00     No        6,735,456        —          6,735,456        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru     US$        5.86     5.78     No        —          95,768        95,768        —          —          —          6,626,125        —          6,626,125   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru     US$        6.57     6.47     No        180,976        —          180,976        6,626,125        —          —          —          —          6,626,125   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B09-09   Colombia     CP        14.58     13.85     No        1,688,901        —          1,688,901        —          49,464,605        —          —          —          49,464,605   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B10   Colombia     CP        14.45     13.73     No        696,236        —          696,236        —          36,284,623        —          —          —          36,284,623   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B-103   Colombia     CP        13.77     13.77     No        —          40,457,751        40,457,751        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B12   Colombia     CP        14.80     14.04     No        703,144        —          703,144        —          —          —          —          20,307,238        20,307,238   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B15   Colombia     CP        14.79     14.04     No        246,738        —          246,738        —          —          —          —          12,581,510        12,581,510   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Foreign Bonds   Colombia     CP        10.17     10.17     No        —          892,890        892,890        —          —          —          20,402,449        —          20,402,449   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo   Colombia     CP        10.17     10.17     No        —          6,416,504        6,416,504        —          —          —          145,914,216        —          145,914,216   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B10   Colombia     CP        12.01     11.50     No        385,832        —          385,832        —          —          —          —          67,955,190        67,955,190   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B15   Colombia     CP        12.14     11.62     No        259,883        —          259,883        —          —          —          —          45,297,489        45,297,489   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B12-13   Colombia     CP        13.61     12.97     No        584,754        —          584,754        —          —          —          —          82,232,463        82,232,463   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B6-13   Colombia     CP        12.80     12.23     No        231,678        —          231,678        —          —          34,558,939        —          —          34,558,939   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B6-13   Colombia     CP        12.80     12.23     No        75,094        —          75,094        —          —          11,201,743        —          —          11,201,743   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B16-14   Colombia     CP        12.69     12.13     No        563,102        —          563,102        —          —          —          —          36,802,925        36,802,925   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B10-14   Colombia     CP        12.34     11.81     No        629,141        —          629,141        —          —          —          —          42,218,762        42,218,762   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B6-14   Colombia     CP        11.90     11.40     No        427,062        —          427,062        —          —          29,689,073        —          —          29,689,073   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B6-14   Colombia     CP        11.90     11.40     No        358,410        —          358,410        —          —          24,916,805        —          —          24,916,805   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B3-16   Colombia     CP        11.98     11.47     No        853,322        —          853,322        —          53,178,952        —          —          —          53,178,952   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B7-16   Colombia     CP        13.27     12.66     No        1,163,434        —          1,163,434        —          —          —          —          65,687,727        65,687,727   
                            Total                                         23,135,218        47,870,854        71,006,072        6,626,125        144,339,074        105,398,550        172,942,790        384,741,419        814,047,958   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

N-76


Table of Contents

LOGO

 

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured
(Yes/No)
    Balance as of 3-1-2016  
                    Current     Non-current  
                    Less than
90 days
    More than
90 days
    Total     One to
two years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
    Total  
                    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru   Sol     6.41     6.31     No        —          59,512        59,512        —          —          —          —          4,918,753        4,918,753   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru   Sol     6.38     6.28     No        —          48,919        48,919        —          —          4,918,753        —          —          4,918,753   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru   US$     6.44     6.34     No        —          42,799        42,799        —          —          —          —          6,939,377        6,939,377   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Continental   Peru   US$     7.93     7.78     No        —          48,993        48,993        —          5,666,695        —          —          —          5,666,695   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru   US$     6.73     6.63     No        —          6,998,121        6,998,121        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru   US$     6.09     6.00     No        183,893        6,939,377        7,123,270        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru   US$     5.86     5.78     No        167,159        —          167,159        —          —          —          6,939,377        —          6,939,377   

Foreign

    Edegel S.A.A        Peru        Foreign      Banco Scotiabank   Peru   US$     6.57     6.47     No        —          39,901        39,901        6,939,377        —          —          —          —          6,939,377   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B09-09   Colombia   CP     13.94     13.26     No        963,506        —          963,506        —          45,399,140        —          —          —          45,399,140   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B10   Colombia   CP     13.81     13.14     No        225,536        —          225,536        —          33,302,412        —          —          —          33,302,412   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B-103   Colombia   CP     13.13     13.13     No        —          35,499,390        35,499,390        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B12   Colombia   CP     14.15     13.46     No        401,432        —          401,432        —          —          —          —          18,638,199        18,638,199   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B15   Colombia   CP     14.14     13.45     No        80,020        —          80,020        —          —          —          —          11,547,444        11,547,444   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Foreign bonds   Colombia   CP     10.17     10.17     No        —          182,707        182,707        —          —          —          18,727,167        —          18,727,167   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo   Colombia   CP     10.17     10.17     No        —          1,312,976        1,312,976        —          —          —          133,894,844        —          133,894,844   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B10   Colombia   CP     11.23     10.79     No        1,457,498        —          1,457,498        —          —          —          —          62,370,606        62,370,606   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B15   Colombia   CP     11.36     10.91     No        982,396        —          982,396        —          —          —          —          41,577,483        41,577,483   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B12-13   Colombia   CP     12.82     12.25     No        2,053,184        —          2,053,184        —          —          —          —          75,479,063        75,479,063   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B6-13   Colombia   CP     12.02     11.51     No        810,681        —          810,681        —          —          31,719,761        —          —          31,719,761   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B6-13   Colombia   CP     12.02     11.51     No        262,768        —          262,768        —          —          10,281,442        —          —          10,281,442   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B16-14   Colombia   CP     11.91     11.41     No        147,974        —          147,974        —          —          —          —          33,780,639        33,780,639   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B10-14   Colombia   CP     11.57     11.09     No        165,058        —          165,058        —          —          —          —          38,751,176        38,751,176   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds Quimbo B6-14   Colombia   CP     11.12     10.69     No        111,793        —          111,793        —          —          —          27,249,871        —          27,249,871   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B6-14   Colombia   CP     11.12     10.69     No        93,822        —          93,822        —          —          —          22,869,641        —          22,869,641   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B3-16   Colombia   CP     11.20     11.41     No        290,258        —          290,258        —          48,816,503        —          —          —          48,816,503   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Bonds B7-16   Colombia   CP     12.49     11.09     No        348,609        —          348,609        —          —          —          —          60,301,996        60,301,996   
                            Total                                     8,745,587        51,172,695        59,918,282        6,939,377        133,184,750        46,919,956        209,680,900        354,304,736        751,029,719   

Appendix 3, letter b) shows the detail of estimated future cash flows (undiscounted) that the Group will have to disburse to settle the secured and unsecured liabilities detailed above.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

N-77


Table of Contents

LOGO

 

 

  16.1.3 Finance lease

 

    Finance lease by company

 

Taxpayer ID
No. (RUT)
  Company     Country     Taxpayer ID
No. (RUT)
    Company   Country     Currency     Nominal
Interest
rate
    Balance as of 6-30-2016  
                Current     Non-current  
                Less than
90 days
    More than
90 days
    Total     One to two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A.        Peru        Foreign      Banco Scotiabank     Peru        US$        2.40     2,357,307        16,832,726        19,190,033        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco Corpbanca     Colombia        CP        10.80     4,814        14,966        19,780        21,219        8,838        —          —          —          30,057   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Equirent S.A.     Colombia        CP        6.55     5,696        17,698        23,394        23,524        8,839        —          —          —          32,363   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Mareauto Colombia SAS     Colombia        CP        10.08     847        2,673        3,520        3,891        1,610        —          —          —          5,501   
                            Total                                          ThCh$                             2,368,664        16,868,063        19,236,727        48,634        19,287        —          —          —          67,921   

 

Taxpayer ID
No. (RUT)
  Company     Country     Taxpayer ID
No. (RUT)
    Company   Country     Currency     Nominal
Interest
rate
    Balance as of 3-1-2016  
                Current     Non-current  
                Less than
90 days
    More than
90 days
    Total    

One to two

years

    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A.        Peru        Foreign      Banco Scotiabank     Peru        US$        2.37     2,520,517        7,220,529        9,741,046        15,221,655        —          —          —          —          15,221,655   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco Corpbanca     Colombia        CP        10.80     4,315        13,415        17,730        19,039        14,662        —          —          —          33,701   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Equirent S.A.     Colombia        CP        6.55     5,107        15,870        20,977        21,738        15,200        —          —          —          36,938   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Mareauto Colombia SAS     Colombia        CP        10.08     752        2,372        3,124        3,454        2,693        —          —          —          6,147   
                            Total                                          ThCh$                             2,530,691        7,252,186        9,782,877        15,265,886        32,555        —          —          —          15,298,441   

Appendix 3 letter c) presents details of estimated future cash flows (undiscounted) that the Group will have to disburse to settle the finance lease obligations detailed above.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

N-78


Table of Contents

LOGO

 

 

  16.1.4 Other obligations

 

    Other obligations by company

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company   Country     Currency     Nominal
Interest
rate
    Balance as of 6-30-2016  
                Current     Non-current  
                Less than
90 days
    More
than 90
days
    Total     One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Central Costanera S.A.        Argentina        Foreign      Mitsubishi (Secured debt)     Argentina        US$        0.25     —          2,009,604        2,009,604        2,001,535        2,001,535        2,001,535        2,001,535        23,336,797        31,342,937   

Foreign

    Hidroinvest S.A.        Argentina        Foreign      Other     Argentina        US$        2.53     —          367,791        367,791        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Other     Argentina        Ar$        28.78     20,685,701        —          20,685,701        —          —          —          —          —          —     
                            Total                            ThCh$                              20,685,701        2,377,395        23,063,096        2,001,535        2,001,535        2,001,535        2,001,535        23,336,797        31,342,937   

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company   Country     Currency     Nominal
Interest
rate
    Balance as of 3-1-2016  
                Current     Non-current  
                Less than
90 days
    More
than 90
days
    Total     One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Central Costanera S.A.        Argentina        Foreign      Mitsubishi (secured debt)     Argentina        US$        0.25     —          2,160,172        2,160,172        2,114,199        2,114,198        2,114,198        2,114,198        24,593,540        33,050,333   

Foreign

    Hidroinvest S.A.        Argentina        Foreign      Other     Argentina        US$        2.53     387,247        —          387,247        —          —          —          —          —          —     

Foreign

    Endesa Argentina S.A.        Argentina        Foreign      Other     Argentina        Ar$        34.00     —          9,599        9,599        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Other     Argentina        Ar$        28.78     18,136,826        —          18,136,826        —          —          —          —          —          —     
                            Total                            ThCh$                              18,524,073        2,169,771        20,693,844        2,114,199        2,114,198        2,114,198        2,114,198        24,593,540        33,050,333   

Appendix 3 letter d) presents details of estimated future cash flows (undiscounted) that the Group will have to disburse to settle these other obligations.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  16.2 Hedged debt

Of the U.S. dollar denominated debt held by the Group, as of June 30, 2016 ThCh 81,012,229 is related to future cash flow hedges for the Group’s U.S. dollar-linked operating income (see Note 3.k). As of March 1, 2016, this amount was ThCh$ 115,757,264.

The following table details changes in “Reserve for cash flow hedges” for four months ended June 30, 2016 due to exchange differences corresponding to this debt:

 

Hedging reserve   Four months ended  6-30-2016  
  ThCh$  

Balance in hedging reserves (hedging income) at beginning of the period

    (5,916,984

Foreign currency exchange differences recorded in net equity

    1,304,137   

Recognition of foreign currency exchange differences in profit (loss)

    (83,142

Foreign currency translation differences

    186,556   

Balance in hedging reserves (hedging income) at the end of the period

    (4,509,433

 

  16.3 Other information

As of June 30, 2016 the Group has unconditionally available lines of long-term credit totalling ThCh$ 20,391,572. As of March 1, 2016 the Group did not have long-term lines of credit unconditionally available for use.

 

17 RISK MANAGEMENT POLICY

The Group’s companies are exposed to certain risks that are managed by systems that identify, measure, limit concentration of, and monitor these risks.

The main principles in the Group’s risk management policy include the following:

 

    Compliance with good corporate governance standards.

 

    Strict compliance with all the Group’s internal policies.

 

    Each business and corporate area determines:

 

  I. The markets in which it can operate based on its knowledge and ability to ensure effective risk management.

 

  II. Criteria regarding counterparties.

 

  III. Authorized operators.

 

    Business and corporate areas establish their risk tolerance in a manner consistent with the defined strategy for each market in which they operate.

 

    All of the operations of the businesses and corporate areas are conducted within the limits approved for each case.

 

    Businesses, corporate areas, lines of business and companies design the risk management controls necessary to ensure that transactions in the markets are conducted in accordance with the Group policies, standards, and procedures.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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17.1. Interest rate risk

Changes in interest rates affect the fair value of assets and liabilities bearing fixed interest rates, as well as the expected future cash flows of assets and liabilities subject to floating interest rates.

The objective of managing interest rate risk exposure is to achieve a balance in the debt structure to minimize the cost of debt with reduced volatility in profit or loss.

In compliance with the current interest rate hedging policy, the proportion of fixed debt and/or hedged debt over the net total debt was 28% as of June 30, 2016.

Depending on the Group’s estimates and on the objectives of the debt structure, hedging transactions are performed by entering into derivatives contracts that mitigate interest rate risk. Derivative instruments currently used to comply with the risk management policy are interest rate swaps to set a floating rate at a fixed rate.

17.2. Exchange rate risk

Exchange rate risks involve basically the following transactions:

 

    Debt taken on by the Group’s companies that is denominated in a currency other than that in which its cash flows are indexed.

 

    Payments to be made for the acquisition of project-related materials in a currency other than that in which its cash flows are indexed.

 

    Revenues in Group companies directly linked to changes in currencies other than those of its cash flows.

 

    Flows from foreign subsidiaries to parent in Chile, exposed to exchange rate variations.

In order to mitigate exchange rate risk, the Group’s foreign currency risk management policy is based on cash flows and includes maintaining a balance between U.S. dollar flows and the levels of assets and liabilities denominated in this currency. The objective is to minimize the exposure to variability in cash flows that are attributable to foreign exchange risk.

The hedging instruments currently being used to comply with the policy are currency swaps and forward exchange contracts. In addition, the policy seeks to refinance debt in the functional currency of each of the Group’s companies.

17.3. Commodities risk.

The Group has a risk exposure to price changes in certain commodities, due basically to:

 

    Purchases of fuel used to generate electricity.

 

    Energy purchase/sale transactions that take place in local markets.

In order to reduce the risk in situations of extreme drought, the Company has designed a commercial policy that defines the levels of sales commitments in line with the capacity of its generating power plants in a dry year. It also includes risk mitigation terms in certain contracts with unregulated customers and, in the case of regulated customers subject to long-term tender agreements, it determines indexation polynomials that help reduce exposure to commodity risk.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Considering the operating conditions faced by the power generation market in the countries in which the Group is represented, with drought and highly volatile commodity prices on international markets, the Company is constantly verifying the advisability of using hedging to lessen the impacts that these price swings have on its results. As of June 30, 2016, there were no hedging operations.

17.4. Liquidity risk

The Group’s liquidity risk management policy consists of entering into long-term committed banking facilities and temporary financial investments for amounts that cover the projected needs over a period of time that is determined based on the situation and expectations for debt and capital markets.

The projected needs mentioned above include maturities of financial debt, net of financial derivatives. For further details regarding the features and conditions of financial obligations and financial derivatives (see Notes 18, 19 and Appendix 3).

As of June 30, 2016, our current liabilities exceeded our current assets by ThCh$ 216,551,507. This amount does not represent material working capital deficit. Besides, we believe that cash flow generated by the business operations of our subsidiaries as well as cash balances, loans to banks and related parties, and broad access to capital markets are sufficient to meet all our working capital needs, debt service, dividend payments and planned capital expenditures.

As of June 30, 2016 the Group has liquidity of cash and cash equivalents totalling ThCh$ 113,637,683 and unconditionally available lines of long-term credit totalling ThCh$ 20,391,572. As of March 1, 2016 the Group has liquidity of cash and cash equivalents totalling ThCh$ 211,252,436 and unconditionally available lines of long-term credit totalling ThCh$ 0.

17.5. Credit risk

The Group closely monitors its credit risk.

Trade receivables:

The credit risk for receivables from the Group’s commercial activity has historically been very low, due to the short-term period of collections from customers, resulting in non-significant cumulative receivables amounts.

In some countries, regulations allow the suspension of energy service to customers with outstanding payments, and most contracts have termination clauses for payment default. The Company monitors its credit risk on an ongoing basis and measures its maximum exposure to payment default risk, which, as stated above, is very limited.

Financial assets, other than trade receivables:

Cash surpluses are invested in the highest-rated local and foreign financial entities (with risk rating equivalent to investment grade whenever possible) with thresholds established for each entity.

Investments may be backed with Chilean treasury bonds and/or with commercial paper issued by the highest rated banks; the latter are preferred, as they offer higher returns (always in line with current investment policies).

Derivative instruments are entered into with entities with solid creditworthiness; all derivative transactions are performed with entities with investment grade ratings.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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17.6. Risk management

The Group measures the Value at Risk (VaR) of its debt positions and financial derivatives in order to monitor the risk assumed by the Company, thereby reducing volatility in the income statement.

The portfolio of positions included in calculating the current VaR consists of the following:

 

    Financial debt.

 

    Hedge derivatives for debt, dividends and projects.

The VaR determined represents the potential variation in value of the portfolio of positions described above during a quarter within a 95% confidence level. To determine the VaR, we take into account the volatility of the risk variables affecting the value of the portfolio of positions including:

 

    U.S. dollar Libor interest rate.

 

    The different currencies with which our companies operate and the customary local indices used in the banking industry.

 

    The exchange rates of the various currencies used in the calculation.

The calculation of VaR is based on generating possible future scenarios (at one quarter) of market values of the risk variables, using scenarios based on actual observations for the same period (quarter) for five years.

The quarterly 95%-confidence VaR number is calculated as the 5% percentile of the potential quarterly variations in the fair value of the portfolio.

Given the aforementioned assumptions, the quarterly VaR of the positions discussed above corresponds to ThCh$ 97,497,546.

These values represent the potential increase of the debt and derivatives’ portfolio, thus these VaRs are inherently related, among other factors, to the portfolio’s value at each quarter’s end.

 

18 FINANCIAL INSTRUMENTS

18.1 Financial instruments, classified by type and category

 

  a) The detail of financial assets, excluding cash and cash equivalents, classified by type and category as of June 30 and March 1, 2016, is as follows:

 

     Balance as of 6-30-2016     Balance as of 3-1-2016  
 

Held-for-
trading

investments

   

Held-to-
maturity

investments

   

Loans and

receivables

   

Available-
for-sale

financial
assets

   

Financial

derivatives

designated
for

hedging

   

Held-to-
maturity

investments

   

Loans and

receivables

   

Available-
for-sale

financial
assets

   

Financial

derivatives

designated
for

hedging

 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Derivative instruments

    480,111        —          —          —          367,908        —          —          —          596,654   

Other financial assets

    —          2,482,940        288,088,540        —          —          3,429,689        263,637,853        —          —     

Total current

    480,111        2,482,940        288,088,540        —          367,908        3,429,689        263,637,853        —          596,654   

Equity instruments

    —          —          —          1,489,313        —          —          —          570,183        —     

Derivative instruments

    —          —          —          —          1,699        —          —          —          7,536   

Other financial assets

    —          —          218,201,571        —          —          —          220,651,649        —          —     

Total non-current

    —          —          218,201,571        1,489,313        1,699        —          220,651,649        570,183        7,536   

Total

    480,111        2,482,940        506,290,111        1,489,313        369,607        3,429,689        484,289,502        570,183        604,190   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The detail of financial liabilities, classified by type and category as of June 30and March 1, 2016, is as follows:

 

     Balance as of 6-30-2016     Balance as of 3-1-2016  
 

Financial
liabilities
held

for trading

    Loans and
payables
    Financial
derivatives
designated
for hedging
   

Financial
liabilities
held

for trading

    Loans and
payables
    Financial
derivatives
designated
for hedging
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Interest-bearing loans

    —          246,006,165        —          —          198,708,121        —     

Derivative instruments

    1,711,926        —          2,567,520        141,549        —          113,583   

Other financial liabilities

    —          304,556,387        —          —          271,802,607        —     

Total current

    1,711,926        550,562,552        2,567,520        141,549        470,510,728        113,583   

Interest-bearing loans

    —          925,445,179        —          —          908,101,930        —     

Derivative instruments

    —          —          —          —          —          265,542   

Total non-current

    —          925,445,179        —          —          908,101,930        265,542   

Total

    1,711,926        1,476,007,731        2,567,520        141,549        1,378,612,658        379,125   

 

  18.2 Derivative instruments

In accordance with its risk management policy the Group primarily uses interest rate and foreign exchange rate derivatives to hedge its exposure to interest rate and foreign currency risks.

The Company classifies its derivatives as follows:

Derivatives designated for Cash flow hedges: Those that hedge the cash flows of the underlying hedged item.

Derivatives designated for Fair value hedges: Those that hedge the fair value of the underlying hedged item.

Non-hedge derivatives: Financial derivatives that do not meet the requirements established by IFRS to be designated as hedge instruments are recognized at fair value with changes in net profit (assets held for trading).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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a) Assets and liabilities of hedge derivative instruments

As of June 30 and March 1, 2016 financial derivative transactions qualifying as hedge instruments resulted in recognition of the following assets and liabilities in the consolidated statement of financial position:

 

     Balance as of 6-30-2016     Balance as of 3-1-2016  
  Assets     Liabilities     Assets     Liabilities  
  Current     Non-current     Current     Non-current     Current     Non-current     Current     Non-current  
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Interest rate hedges:

    43,485        1,699        195,728        —          —          7,536        68,381        265,542   

Cash flow hedges

    43,485        1,699        195,728        —          —          7,536        68,381        265,542   

Exchange rate hedges:

    324,423        —          2,371,792        —          596,654        —          45,202        —     

Cash flow hedges

    324,423        —          2,371,792        —          596,654        —          45,202        —     

TOTAL

    367,908        1,699        2,567,520        —          596,654        7,536        113,583        265,542   

 

  General information on hedge derivative instruments

Hedge derivative instruments and their corresponding hedged instruments are shown in the following table:

 

Detail of

hedge

instruments

 

Description of instrument

hedged

 

Fair value of

instruments hedged

   

Type of risks

hedged

 
    6-30-2016     3-1-2016    
    ThCh$     ThCh$    
SWAP   Bank borrowings     (150,544     (326,387     Cash flow hedge   
SWAP   Unsecured liabilities (bonds)     (2,047,369     551,452        Cash flow hedge   

For the four months period ended June 30, 2016 the Group has not recognized significant gains or losses for ineffective cash flow hedges.

 

b) Financial derivative assets and liabilities at fair value through profit or loss

 

     Non-hedging derivatives  
  Asset     Liability     Asset     Liability  
  Current     Non-current  
  ThCh$     ThCh$     ThCh$     ThCh$  

March 1, 2016

    —          141,549        —          —     

June 30, 2016

    480,111        1,711,926        —          —     

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Non-hedging derivatives correspond to forward contracts entered into by the Group, whose purpose is to cover the foreign currency risk related to dividends receivable from subsidiaries abroad. While this hedge has an economic background, it does not qualify for accounting hedge as does not strictly comply with the requirements of IAS 39 “Financial Instruments: Recognition and Measurement”.

In addition, non-hedging derivatives may include cross currency swaps whose purpose is to cover the interest and foreign currency risk of financial debt, which due to the corporate reorganization was transferred to the Group, and hedge accounting of which was discontinued as a result of this transfer.

 

c) Other disclosures on financial derivatives

The following tables present the fair value of hedging and non-hedging financial derivatives entered into by the Group as well as the remaining contractual maturities as of June 30 and March 1, 2016:

 

Financial Derivatives   Balance as of 6-30-2016     Balance as of 3-1-2016  
  Fair value     Notional value    

Fair
value

    Notional value  
    Less than
one year
    One to two
years
    Total       Less than
one year
    One to two
years
    Total  
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Interest rate hedges:

    (150,544     43,551,308        826,713        44,378,021        (326,387     8,811,792        12,489,878        21,301,670   

Cash flow hedges

    (150,544     43,551,308        826,713        44,378,021        (326,387     8,811,792        12,489,878        21,301,670   

Exchange rate hedges:

    (2,047,369     45,889,772        —          45,889,772        551,452        44,648,114        —          44,648,114   

Cash flow hedges

    (2,047,369     45,889,772        —          45,889,772        551,452        44,648,114        —          44,648,114   

Non-hedging derivatives

    (1,231,815     55,360,882        —          55,360,882        (141,549     10,493,705        —          10,493,705   

Total

    (3,429,728     144,801,962        826,713        145,628,675        83,516        63,953,611        12,489,878        76,443,489   

The hedging and non-hedging derivatives contractual maturities do not represent the Group’s total risk exposure, as the amounts recorded in the above tables have been drawn up based on undiscounted contractual cash inflows and outflows for their settlement.

18.3 Fair value hierarchy

Financial instruments recognized at fair value in the consolidated statement of financial position are classified based on the hierarchy described in Note 3.g above.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The following table presents financial assets and liabilities measured at fair value as of June 30 and March 1, 2016:

 

Financial instruments measured at fair value  

Fair value measured at end of

reporting period using:

   

Fair value measured at end of

reporting period using:

 
  6-30-2016     Level
1
   

Level

2

    Level
3
    3-1-2016     Level
1
   

Level

2

    Level
3
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Financial Assets

                                                               

Financial derivatives designated as cash flow hedges

    369,607        —          369,607        —          604,190        —          604,190        —     

Non-hedging derivatives

    480,111        —          480,111        —          —          —          —          —     

Total

    849,718        —          849,718        —          604,190        —          604,190        —     

Financial Liabilities

                                                               

Financial derivatives designated as cash flow hedges

    2,567,520        —          2,567,520        —          379,125        —          379,125        —     

Non-hedging derivatives

    1,711,926        —          1,711,926        —          141,549        —          141,549        —     

Total

    4,279,446        —          4,279,446        —          520,674        —          520,674        —     

 

19 TRADE AND OTHER PAYABLES

The breakdown of trade and other payables as of June 30 and March 1, 2016 is as follows:

 

Trade and other payables   Balance as of  
  6-30-2016     3-1-2016  
  Current     Non-current     Current     Non-current  
  ThCh$     ThCh$     ThCh$     ThCh$  

Trade payables

    29,967,406        —          25,858,507        —     

Other payables

    238,170,782        35,396,432        212,688,676        37,652,705   

Total

    268,138,188        35,396,432        238,547,183        37,652,705   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The detail of trade and other payables as of June 30 and March 1, 2016 is as follows:

 

Trade and other payables   Balance as of  
  6-30-2016     3-1-2016  
  Current     Non-current     Current     Non-current  
  ThCh$     ThCh$     ThCh$     ThCh$  

Energy suppliers

    18,926,280        —          16,184,171        —     

Fuel and gas suppliers

    11,041,126        —          9,674,336        —     

Payables to tax authorities other than Corporate Income Tax

    15,121,504        —          16,380,816        —     

Payables for goods and services

    114,473,930        —          106,502,960        —     

VAT

    8,155,851        35,396,432        8,341,346        37,652,705   

Dividends payable to non-controlling interests

    56,110,480        —          36,696,541        —     

Mitsubishi contract (LTSA)

    17,678,410        —          21,930,258        —     

Accrued interest

    1,192,448        —          1,294,890        —     

Payables to personnel

    16,972,462        —          15,286,189        —     

Other payables

    8,465,697        —          6,255,676        —     

Total

    268,138,188        35,396,432        238,547,183        37,652,705   

See Note 17.4 for the description of the liquidity risk management policy.

The detail of payments due and paid as of June 30 and March 1, 2016 is presented in Appendix 6.

 

20 PROVISIONS

 

  a) The breakdown of provisions as of June 30 and March 1, 2016 is as follows:

 

Provisions   Balance as of  
  6-30-2016     3-1-2016  
  Current     Non-current     Current     Non-current  
  ThCh$     ThCh$     ThCh$     ThCh$  

Provision for legal proceedings

    7,011,290        1,812,863        4,251,564        880,527   

Decommissioning or restoration (*)

    —          3,517,771        —          3,388,479   

Provision for environmental issues (**)

    32,729,330        53,540,565        60,850,200        29,391,595   

Other provisions

    1,987,957        —          1,947,757        261,931   

Total

    41,728,577        58,871,199        67,049,521        33,922,532   

 

(*) The restoration plan includes steps to mitigate the environmental impact during the filling of the reservoir and includes estimated execution flows over 30 years. The main activities of this obligation are the restoration of forests, creation of a buffer zone, lotic and fisheries programs and fauna and flora monitoring programs.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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(**) Provisions for environmental issues correspond to obligations under the environmental license related to El Quimbo project, which includes contract settlements associated with work already performed and minor works necessary for the operation of the plant which are expected to be performed within the work schedule proposed by the project in 2016.

The expected timing and amount of any cash outflows related to the above provisions is uncertain and depends on the final resolution of the provisioned matters (see Note 3.j). For example, in the specific case of the legal proceedings it depends on the final resolution of the related legal claim.

Management considers that the provisions recognized in the Consolidated Statements of Financial Position adequately cover the related risks.

 

b) Changes in provisions for the four months period ended June 30, 2016 is as follows:

 

Changes in Provisions  

Legal

Proceedings

   

Decommissioning

and Restoration

   

Environmental

issues

   

Other

Provisions

    Total  
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening Balance as of March 1, 2016

    5,132,091        3,388,479        90,241,795        2,209,688        100,972,053   

Changes in Provisions

                                       

Increase in existing provisions

    4,491,498        177,496        19,189,486        115,030        23,973,510   

Provisions used

    (1,818     —          (24,883,624     (293,039     (25,178,481

Increase for adjustment to value of money over time

    8,261        70,008        770,761        31,874        880,904   

Foreign currency translation

    (805,879     (118,212     951,477        (75,596     (48,210

Total changes in provisions

    3,692,062        129,292        (3,971,900     (221,731     (372,277

Closing Balance as of June 30, 2016

    8,824,153        3,517,771        86,269,895        1,987,957        100,599,776   

 

21 EMPLOYEE BENEFIT OBLIGATIONS

21.1 General information

Certain entities of the Group in Colombia, Peru and Argentina provide various post-employment benefits for all or some of their active or retired employees. These benefits are calculated and recognized in the financial statements according to the criteria described in Note 3.j.1, and include primarily the following:

 

    Defined benefit plans:

Employee severance indemnities: The beneficiary receives a certain number of contractual salaries upon retirement. Such benefit is subject to a vesting minimum service requirement period, which depending on the company, varies within a range from 5 to 15 years.

 

    Other benefits:

Five-year benefits: A benefit certain employees receive after 5 years; accrues from the second year onwards.

Unemployment: A benefit paid regardless of whether the employee is fired or leaves voluntarily. This benefit accrues on a daily basis and is paid at the time of contract termination (although the law allows for partial withdrawals for housing and education).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Seniority bonuses in Peru: There is an agreement to give workers (“subject to the collective agreement”) an extraordinary bonus for years of service upon completion of the equivalent of five years of actual work. This benefit is granted according to the following scale:

 

After 5, 10, and 15 years       1 base monthly salary
After 20 years       1 12 base monthly salaries
After 25, 30, 35, and 40 years       2 12 base monthly salaries

New Health Plan of Emgesa: This plan involves the hiring of an operator for the provision of family medical and dental services (basic household) to Emgesa pensioners (currently 121 beneficiaries). This benefit was under the administration of the Trade Union Organization (Sintraelecol) until March 31, 2016. From April 1, 2016, the administration of this benefit was passed to the employer, Emgesa. As a result a contract with the company MEDPLUS Medicina Prepagada was signed in order to continue provide this benefit. This benefit shelters beneficiaries of the pensioners, and in case of death of the holder, the benefit is maintained for the beneficiaries of the pensioner over 6 months, the period of benefit’s termination. The Company accounts for this benefit beginning this accounting period. The benefit was valued by an actuary company AON.

21.2 Details, changes and presentation in financial statements

 

  a) The post-employment obligations associated with the defined benefits plan as of June 30 and March 1, 2016 are as follows:

 

     Balance as of  
  6-30-2016     3-1-2016  
  ThCh$     ThCh$  

Post-employment obligations

    22,515,863        19,308,134   

Total

    22,515,863        19,308,134   

Non-current portion

    22,515,863        19,308,134   

 

b) The changes in post-employment defined benefit obligations for the four months period ended June 30, 2016 are as follows:

 

Actuarial Value of Post-employment Obligations   ThCh$  

Closing balance as of March 1, 2016

    19,308,134   

Current service cost

    327,719   

Net interest cost

    790,429   

Actuarial (gains) losses from changes in financial assumptions

    48,511   

Actuarial (gains) losses from changes in seniority adjustments

    1,300,521   

Foreign currency translation differences

    1,379,820   

Contributions paid

    (1,501,746

Past service cost obligation of defined benefit plans

    1,039,815   

Personnel transfer

    (177,340

Closing balance as of June 30, 2016

    22,515,863   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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As of June 30, 2016, of the total amount of post-employment benefit obligations, 0.11% is from defined benefit plans in Chilean companies (0.99% as of March 1, 2016); 80.94% is from defined benefit plans provided by our subsidiaries in Colombia (79.20% as of March 1, 2016), 15.46% is from defined benefit plans in Argentina (16.30% as of March 1, 2016), and 3.49% from defined benefit plans granted in Peru (3.51% as of March 1, 2016).

Group companies make no contributions to funds for financing the payment of these benefits.

c) The following amounts were recognized in the consolidated statement of comprehensive income for four months ended June 30, 2016:

 

Expense Recognized in the Statements of Comprehensive Income   Four months ended  6-30-2016  
  ThCh$  

Current service cost for defined benefits plan

    327,719   

Interest cost for defined benefits plan

    790,429   

Past service costs

    1,039,815   

Expenses recognized in the Statement of Income

    2,157,963   

Gains from remeasurement of defined benefit plans

    1,349,033   

Total expense recognized in the Statement of Comprehensive Income

    3,506,996   

21.3 Other disclosures

Actuarial assumptions

As of June 30 and March 1, 2016 the following assumptions were used in the actuarial calculation of defined benefits:

 

     Chile     Colombia     Argentina     Peru  
  Balance as of  
  6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016  

Discount rate used

    4.7     5.0     7.4     7.3     5.5     5.5     6.7     7.6

Expected rate of salary increases

    4.0     4.0     4.2     4.2     0.0     0.0     3.0     3.0

Mortality tables

    RV2009        RV2009        RV2008        RV2008        RV2004        RV2004        RV2009        RV2009   

Expected rotation rate

    7.0     7.0     0.4     0.4     1.2     1.2     3.9     3.9

Sensitivity

As of June 30, 20116, the sensitivity of the value of the actuarial liability for post-employment benefits to variations of 100 basis points in the discount rate assumes a decrease of ThCh$ 1,764,205 if the rate rises and an increase of ThCh$ 2,408,906 if the rate falls.

Defined contributions

The total expense recognized in the consolidated statement of comprehensive income in the caption “Employee expenses” represents contributions payables to the defined contribution plans by the Group. For four months ended June 30, 2016, the amount recognized as expense was ThCh$ 101,143.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Future disbursements

The estimates available indicate that disbursements for defined benefit plans will increase to ThCh$ 1,577,123 in the next year.

Term of commitments

The Group’s obligations have a weighted average term of 10.01 years, and the flow of benefits for the next 5 years and more is expected to be as follows:

 

Years    ThCh$  

1

     1,577,123   

2

     1,147,211   

3

     1,516,355   

4

     1,371,783   

5

     1,253,842   

More than 5

     10,953,517   

 

22 TOTAL EQUITY

22.1 Equity attributable to the Parent

22.1.1 Subscribed and paid-up capital and number of shares.

Endesa Américas’ issued capital as of June 30 and March 1, 2016 is ThCh$ 778,936,764, divided into 8,201,754,580 fully subscribed and paid no par value shares listed at the Bolsa de Comercio de Santiago de Chile, Bolsa Electrónica de Chile, Bolsa de Valores de Valparaíso, New York Stock Exchange (NYSE).

Capital contributions made in 1986 and 1994 resulted in share premiums of ThCh$ 120,497,065.

These amounts come from the equity distribution of Endesa Chile that as a result of their division, were determined and distributed to Endesa Américas on the basis of the net assets allocated to each company.

For more information on the general background of Endesa Américas S.A. see Note 1.

22.1.2 Dividends

The shareholders at the Ordinary Shareholders’ Meeting held on April 27, 2016 approved a distribution of dividends, from May 24, 2016, totalling Ch$ 9.37144 per share, with a charge to earnings for the year ended December 31, 2015 (coming from division of Endesa Chile).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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22.2 Foreign currency translation reserve

The following table details currency translation adjustments attributable to the shareholders of the Parent in the consolidated statement of financial position for four months ended June 30, 2016:

 

     Balance as of  
  6-30-2016     3-1-2016  
  ThCh$     ThCh$  

Emgesa S.A. E.S.P.

    44,355,528        27,078,691   

Generandes Perú

    65,655,184        56,557,982   

Hidroelectrica El Chocón S.A.

    (105,425,381     (105,354,562

Endesa Argentina

    (16,840,118     (14,923,600

Central Costanera

    4,480,567        5,270,235   

Enel Brasil

    (148,794,766     (226,588,380

Others

    (3,851,955     (5,781,467

Total

    (160,420,941     (263,741,101

2.3 Capital management

The Company’s objective is to maintain an adequate level of capitalization in order to be able to secure its access to the financial markets, so as to fulfil its medium- and long-term goals while maximizing the return to its shareholders and maintaining a solid financial position.

22.4 Restrictions on transferring funds from subsidiaries to the parent

Certain of the Group’s subsidiaries must comply with financial ratio covenants which require them to have a minimum level of equity or other requirements that restrict the transfer of assets to the parent company. The Group’s restricted net assets as of June 30, 2016 from its subsidiaries Edegel S.A.A. and Hidroeléctrica El Chocón S.A. are ThCh$ 51,202,366 and ThCh$ 94,844,060, respectively.

22.5 Other reserves

Other reserves within equity attributable to shareholders of the Parent for the four months ended June 30, 2016 are as follows:

 

     Balance as of     Movements
2016
    Balance as of  
  3-1-2016       6-30-2016  
  ThCh$     ThCh$     ThCh$  

Exchange differences on translation

    (263,741,101     103,320,160        (160,420,941

Cash flow hedges

    (8,696,789     2,365,939        (6,330,850

Remeasurement of available-for-sale financial assets

    (118,662     227,258        108,596   

Other miscellaneous reserves

    (778,748,054     (732,942     (779,480,996

Total

    (1,051,304,606     105,180,415        (946,124,191

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Other miscellaneous reserves as of June 30 and March 1, 2016 are as follows:

 

Other miscellaneous reserves   Balance as of  
  6-30-2016     3-01-2016  
  ThCh$     ThCh$  

Corporate reorganization reserve (“Spin-off”)

    (532,560,122     (532,560,122

IFRS first-time adoption

    (99,337,234     (99,337,234

Business combinations reserves

    (144,289,449     (144,289,449

Other reserves

    (3,294,191     (2,561,249

Total

    (779,480,996     (778,748,054

 

    Reserves for Exchange differences on translation: These arise primarily from exchange differences relating to:

 

    Translation of the financial statements of our foreign operations from their functional currencies to our presentation currency (i.e. Chilean peso) (see Notes 2.6 and 3.k).

 

    Translation of goodwill arising from the acquisition of foreign operations with a functional currency other than the Chilean peso (see Note 3.b).

 

    Cash flow hedges reserve: These represent the cumulative portion of gains and losses on hedging instruments deemed effective in cash flow hedges (see Note 3.f.4).

 

    Remeasurement of available-for-sale financial assets: These represent variations in fair value, net of their effect on the available-for-sale investments (see Note 3.f.1).

 

    Corporate reorganization reserve (“Spin-Off”): These represent the effect generated by the reorganization of Endesa Chile and allocation of its foreign business to Endesa Américas (see Notes 1 and 2).

 

    IFRS first-time adoption: These represent the reserves generated by the transition to IFRS of Endesa Chile’s businesses outside of Chile.

 

    Business combinations reserve: These represent the effects of business combinations under common control and purchases of non-controlling interest, all related to foreign subsidiaries.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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22.6 Non-controlling interests

The details of non-controlling interests are as follows:

 

Companies   Non-controlling interests  
  Ownership     Equity     Ownership     Equity     Profit (loss)  
  6-30-2016    

Balance as of

6-30-2016

    3-1-2016    

Balance as of

3-1-2016

   

Four months ended

6-30-2016

 
  %     ThCh$     %     ThCh$     ThCh$  

Emgesa S.A. E.S.P.

    73.13     531,576,820        73.13     564,214,537        49,987,240   

Generandes Perú

    39.00     126,230,556        39.00     115,594,477        6,893,885   

Edegel S.A.A

    16.40     97,777,286        16.40     89,501,190        5,347,058   

Chinango S.A.C.

    20.00     14,604,419        20.00     13,960,790        967,151   

Central Costanera S.A.

    24.32     2,814,213        24.32     1,145,900        2,065,621   

Hidroelectrica El Chocón S.A.

    32.33     45,584,455        32.33     45,511,370        588   

Others

            3,361,393                3,298,569        1,341   

TOTAL

            821,949,142                833,226,833        65,262,884   

 

23 REVENUE AND OTHER INCOME

The detail of revenue and other income recognized in the statements of comprehensive income for the four months ended June 30, 2016 is as follows:

 

Revenue   Four months ended  6-30-2016  
  ThCh$  

Energy sales

    408,098,103   

Generation

    408,098,103   

Regulated customers

    65,465,446   

Non-regulated customers

    238,003,860   

Spot market sales

    91,374,466   

Other customers

    13,254,331   

Other sales

    3,929,523   

Natural gas sales

    3,929,523   

Revenue from other services

    27,581,115   

Tolls and transmission

    26,862,995   

Engineering services

    24,609   

Other services

    693,511   

Total operating revenue

    439,608,741   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Other Operating Income   Four months ended  6-30-2016  
  ThCh$  

Rent income

    21,837,548   

Other revenue

    4,845,684   

Total other operating income

    26,683,232   

 

24 RAW MATERIALS AND CONSUMABLES USED

The detail of raw materials and consumables recognized in the statements of comprehensive income for the four months ended June 30, 2016 is as follows:

 

Raw Materials and Consumables   Four months ended  6-30-2016  
  ThCh$  

Energy purchases

    (63,809,156

Fuel consumption (*)

    (46,355,758

Transportation costs

    (37,998,863

Other raw materials and consumables

    (20,246,572

Total

    (168,410,349

 

(*) See Note 9.

 

25 EMPLOYEE BENEFITS EXPENSE

The detail of employee benefits expenses recognized in the statements of comprehensive income for the four months ended June 30, 2016, is as follows:

 

Employee Benefits Expense   Four months ended  6-30-2016  
  ThCh$  

Wages and salaries

    (19,715,386

Post-employment benefit obligations expense

    (1,468,677

Social security and other contributions

    (4,648,155

Total

    (25,832,218

 

26 DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

The detail of depreciation, amortization and impairment losses recognized in the statements of comprehensive income for the four months ended June 30, 2016, is as follows:

 

     Four months ended  6-30-2016  
  ThCh$  

Depreciation (See Note 14)

    (34,780,689

Amortization (See Note 12)

    (614,797

Total depreciation and amortization

    (35,395,486

Reversal (losses) from impairment (1)

    114,573   

Total depreciation and amortization and impairment losses

    (35,280,913

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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(1) Impairment Losses   Four months ended  6-30-2016  
  ThCh$  

Impairment reversal (loss) on financial assets (see Note 7.c)

    114,573   

Total

    114,573   

 

27 OTHER EXPENSES BY NATURE

The detail of other expenses by nature recognized in the statements of comprehensive income for the four months ended June 30, 2016, is as follows:

 

Other Expenses   Four months ended  6-30-2016  
  ThCh$  

Professional, outsourced and other services

    (6,038,201

Other supplies and services

    (3,788,551

Insurance premiums

    (6,090,752

Taxes and charges

    (1,628,727

Repairs and maintenance

    (3,851,657

Compensation and fines

    (305,278

Marketing, public relations and advertising

    (90,000

Leases and rental costs

    (511,923

Environmental expenses

    (389,837

Other supplies

    (3,368,451

Travel expenses

    (227,988

Total

    (26,291,365

Research costs amounted to ThCh$ 18,910 for four months ended June 30, 2016.

 

28 FINANCIAL RESULTS

The detail of other gains, net, recognized in the statements of comprehensive income for the four months ended June 30, 2016, is as follows:

 

Financial Income   Four months ended  6-30-2016  
  ThCh$  

Term deposits and other fixed-income investments

    9,916,275   

Other financial income

    800,725   

Total

    10,717,000   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Financial Costs   Four months ended  6-30-2016  
  ThCh$  

Financial costs

    (51,847,433

Secured and unsecured liabilities

    (33,158,799

Liabilities account payables to CAMMESA

    (10,648,013

Bank loans

    (5,170,128

Debt arrangement and other associated expenses

    (1,168,290

Other financial costs

    (810,421

Post-employment benefit obligations

    (790,429

Valuation of financial derivatives

    (101,353

Profit (loss) from indexed assets and liabilities

    15   

Foreign currency exchange losses, net (*)

    (6,960,901

Positive

    22,571,649   

Negative

    (29,532,550

Total Financial Costs

    (58,808,319

Total Financial Results

    (48,091,319

The effects on financial results from exchange differences originated from the following:

 

(*) Foreign currency exchange losses, net   Four months ended  6-30-2016  
  ThCh$  

Cash and cash equivalents

    (1,093,959

Other financial assets (derivative instruments)

    (12,077,514

Other non-financial assets

    (127,208

Trade and other accounts receivable

    3,337,032   

Other financial liabilities (financial debt and derivative instruments)

    504,991   

Trade and other accounts payable

    461,044   

Other non-financial liabilities

    2,034,713   

Total

    (6,960,901

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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29 INCOME TAXES

The following table presents the components of the income tax expense/(benefit) recognized in the statements of comprehensive income for the four months ended June 30, 2016:

 

Current Income Tax and Adjustments to Current Income Tax for Previous Periods   Four months ended  6-30-2016  
  ThCh$  

Current income tax

    (60,890,131

Tax benefit arising from previously unrecognized tax credit of prior period used to reduce current tax expense

    930,092   

Adjustments to current tax from the previous period

    (113,249

Other current tax expense

    1,559,087   

Current tax expense, net

    (58,514,201

Benefit/(expense) from deferred taxes for origination and reversal of temporary differences

    2,419,480   

Prior year deferred tax adjustments

    363,287   

Total deferred tax benefit

    2,782,767   

Income tax expense

    (55,731,434

The following table reconciles income tax expense resulting from applying the applicable statutory tax rate to profit before income taxes and the actual income tax expense recognized in the statements of comprehensive income for the four months ended June 30, 2016:

 

Reconciliation of Tax Expense    Four months ended  
   Rate      6-30-2016  
   %      ThCh$  

PROFIT BEFORE TAX

              188,952,329   

Income tax expense using statutory rate

     (24.00 %)       (45,348,559

Tax effect of rates applied in other countries

     (11.00 %)       (20,779,816

Tax effect of non-taxable revenues

     5.61      10,598,288   

Tax effect of non-tax-deductible expenses

     (9.43 %)       (17,814,652

Tax effect of adjustments to current taxes in previous periods

     (0.06 %)       (113,249

Tax effect of adjustments to deferred taxes in previous periods

     0.19      363,288   

Price level restatement for tax purposes (investments and equity)

     9.19      17,363,267   

Total adjustments to tax expense using statutory rates

     (5.49 %)       (10,382,874

Actual income tax expense

     (29.49 %)       (55,731,433

The principal temporary differences are detailed in Note 15.a.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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30 INFORMATION BY SEGMENT

Segmentation criteria.

The activities of Endesa Américas were previously organized primarily around its core business, electric energy generation.

Considering the differentiated information that was analysed by the Company’s chief operating decision maker, segment information had been organized by the geographical areas in which the Group operates:

 

    Chile

 

    Argentina

 

    Peru

 

    Colombia

As the corporate organization of Endesa Américas basically coincides with the business and therefore the segments, the information presented below is based on the financial information of the companies comprising each segment. The accounting policies used to determine segment information are the same that have been used in the preparation of the consolidated financial statements of Endesa Américas.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The following tables present the asset and liability information on the segmentation basis.

 

Country   Chile     Argentina     Colombia     Peru     Eliminations     Total  
ASSETS   6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016  
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

CURRENT ASSETS

    55,528,004        58,213,520        86,329,167        66,854,976        181,057,104        268,698,829        157,004,787        135,183,909        (31,451,262     (12,653,236     448,467,800        516,297,998   

Cash and cash equivalents

    860,484        33,977,634        15,601,886        13,071,922        81,964,787        143,484,272        15,210,526        20,718,608        —          —          113,637,683        211,252,436   

Other current financial assets

    480,111        870,740        —          —          2,850,841        3,155,603        7        —          —          —          3,330,959        4,026,343   

Other current non-financial assets

    —          —          652,825        418,876        3,954,834        5,309,637        3,574,762        5,337,313        —          —          8,182,421        11,065,826   

Trade and other current receivables

    95,615        29,408        62,216,362        45,764,867        68,689,991        85,676,395        97,025,486        80,173,949        (10     58,774        228,027,444        211,703,393   

Current accounts receivable from related parties

    52,608,859        23,335,738        5,699,839        5,578,728        13,279,704        25,251,385        26,570,492        13,053,454        (31,451,252     (12,712,010     66,707,642        54,507,295   

Inventories

    —          —          2,158,255        2,020,583        10,313,346        5,814,195        14,623,514        14,727,547        —          —          27,095,115        22,562,325   

Current tax assets

    1,482,935        —          —          —          3,601        7,342        —          1,173,038        —          —          1,486,536        1,180,380   

NON-CURRENT ASSETS

    1,075,099,837        1,075,127,281        347,382,582        349,617,770        1,832,067,668        1,679,056,226        776,099,726        751,974,239        (498,753,196     (588,642,739     3,531,896,617        3,267,132,777   

Other non-current financial assets

    —          —          —          —          1,489,313        570,183        1,699        7,536        —          —          1,491,012        577,719   

Other non-current non-financial assets

    —          —          —          1,752,641        1,130,895        1,012,248        —          —          —          —          1,130,895        2,764,889   

Trade and other non-current receivables

    —          —          208,202,013        218,696,272        9,999,558        1,955,377        —          —          —          —          218,201,571        220,651,649   

Investments accounted for using the equity method

    1,075,079,502        1,075,079,502        1,305,665        2,135,285        —          —          48,573,339        39,585,187        (590,107,984     (678,052,929     534,850,522        438,747,045   

Intangible assets other than goodwill

    —          —          —          —          20,986,265        18,748,022        10,545,396        10,190,840        —          —          31,531,661        28,938,862   

Goodwill

    —          —          866,445        871,998        4,345,042        3,988,262        —          —          91,354,788        89,410,190        96,566,275        94,270,450   

Property, plant and equipment

    —          —          137,007,572        126,138,984        1,778,406,051        1,636,449,282        716,979,292        702,190,676        —          —          2,632,392,915        2,464,778,942   

Deferred tax assets

    20,335        47,779        887        22,590        15,710,544        16,332,852        —          —          —          —          15,731,766        16,403,221   

TOTAL ASSETS

    1,130,627,841        1,133,340,801        433,711,749        416,472,746        2,013,124,772        1,947,755,055        933,104,513        887,158,148        (530,204,458     (601,295,975     3,980,364,417        3,783,430,775   

 

Country   Chile     Argentina     Colombia     Peru     Eliminations     Total  
LIABILITIES AND EQUITY   6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016     6-30-2016     3-1-2016  
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

CURRENT LIABILITIES

    14,702,662        41,032,571        178,548,707        160,430,579        373,840,306        329,215,892        129,378,894        115,933,309        (31,451,262     (12,653,236     665,019,307        633,959,115   

Other current financial liabilities

    1,711,926        141,549        25,873,566        26,513,424        170,793,677        119,207,904        51,906,442        53,100,376        —          —          250,285,611        198,963,253   

Trade and other current payables

    1,301,107        16,421,464        102,532,296        86,311,098        110,587,257        83,151,026        53,711,440        52,663,595        6,088        —          268,138,188        238,547,183   

Current accounts payable to related parties

    11,689,629        24,469,558        9,520,369        8,783,502        56,384,027        31,867,955        13,558,879        5,509,807        (31,457,350     (12,653,236     59,695,554        57,977,586   

Other current provisions

    —          —          5,290,645        2,564,656        32,729,329        60,875,169        3,708,603        3,609,696        —          —          41,728,577        67,049,521   

Current tax liabilities

    —          —          35,331,831        36,257,899        2,489,062        33,317,876        5,543,558        47,840        —          —          43,364,451        69,623,615   

Other current non-financial liabilities

    —          —          —          —          856,954        795,962        949,972        1,001,995        —          —          1,806,926        1,797,957   

NON-CURRENT LIABILITIES

    24,435        190,210        98,485,655        105,989,598        912,347,449        846,971,210        200,084,231        217,374,009        —          —          1,210,941,770        1,170,525,027   

Other non-current financial liabilities

    —          —          31,434,503        33,652,262        838,685,380        801,067,863        55,325,296        73,647,347        —          —          925,445,179        908,367,472   

Trade and other non-current payables

    —          —          35,396,432        37,652,705        —          —          —          —          —          —          35,396,432        37,652,705   

Non-current accounts payable to related parties

    —          —          —          —          55,438,366        30,612,016        3,432,833        3,310,516        —          —          58,871,199        33,922,532   

Other non-current provisions

    —          —          28,173,783        31,536,526        —          —          122,808,337        122,189,998        —          —          150,982,120        153,726,524   

Deferred tax liabilities

    24,435        190,210        3,480,937        3,148,105        18,223,703        15,291,331        786,788        678,488        —          —          22,515,863        19,308,134   

Non-current provisions for employee benefits

    —          —          —          —          —          —          17,730,977        17,547,660        —          —          17,730,977        17,547,660   

EQUITY

    1,115,900,744        1,092,118,020        156,677,387        150,052,569        726,937,017        771,567,953        603,641,388        553,850,830        (498,753,196     (588,642,739     2,104,403,340        1,978,946,633   

Equity attributable to Shareholders of the Parent

    1,115,900,744        1,092,118,020        156,677,387        150,052,569        726,937,017        771,567,953        603,641,388        553,850,830        (498,753,196     (588,642,739     1,282,454,198        1,145,719,800   

Issued capital

    778,936,764        778,936,764        31,002,860        31,201,570        148,534,890        136,338,421        302,296,411        295,493,695        (481,834,161     (463,033,686     778,936,764        778,936,764   

Retained earnings

    587,015,973        563,233,247        43,256,360        39,526,095        76,749,302        194,874,431        40,506,591        48,732,586        581,616,334        451,224,218        1,329,144,560        1,297,590,577   

Share premium

    120,497,065        120,497,065        —          —          25,674,401        23,566,229        —          —          (25,674,401     (23,566,229     120,497,065        120,497,065   

Other reserves

    (370,549,058     (370,549,056     82,418,167        79,324,904        475,978,424        416,788,872        260,838,386        209,624,549        (572,860,968     (553,267,042     (946,124,191     (1,051,304,606

NON-CONTROLLING INTERESTS

                                                                                    821,949,142        833,226,833   

TOTAL LIABILITIES AND EQUITY

    1,130,627,841        1,133,340,801        433,711,749        416,472,746        2,013,124,772        1,947,755,055        933,104,513        887,158,148        (530,204,458     (601,295,975     3,980,364,417        3,783,430,775   

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Country   Chie     Argentina     Colombia     Peru     Eliminations     Total  
Statements of comprehensive income for the four months period ended 6-30-2016   ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

REVENUES AND OTHER OPERATING INCOME

    —          47,132,588        285,645,836        133,513,549        —          466,291,973   

Revenue from ordinary activities

    —          25,282,403        281,296,006        133,030,332        —          439,608,741   

Energy sales

    —          25,282,403        277,327,668        105,488,032        —          408,098,103   

Other sales

    —          —          3,929,523        —          —          3,929,523   

Other services rendered

    —          —          38,815        27,542,300        —          27,581,115   

Other operating revenue

    —          21,850,185        4,349,830        483,217        —          26,683,232   

RAW MATERIALS AND CONSUMABLES

    —          (2,679,462     (108,343,090     (57,387,797     —          (168,410,349

Energy purchases

    —          (215,067     (53,334,256     (10,259,833     —          (63,809,156

Fuel consumption

    —          (549,986     (19,740,085     (26,065,687     —          (46,355,758

Transportation expenses

    —          (364,801     (24,164,864     (13,469,198     —          (37,998,863

Other miscellaneous supplies and services

    —          (1,549,608     (11,103,885     (7,593,079     —          (20,246,572

CONTRIBUTION MARGIN

    —          44,453,126        177,302,746        76,125,752        —          297,881,624   

Other work performed by the entity and capitalized

    —          1,031,404        (68,052     —          —          963,352   

Employee benefits expense

    (46,864     (13,747,849     (5,981,575     (6,055,930     —          (25,832,218

Other expenses

    (2,671,365     (5,934,380     (9,824,088     (7,861,532     —          (26,291,365

GROSS OPERATING RESULT

    (2,718,229     25,802,301        161,429,031        62,208,290        —          246,721,393   

Depreciation and amortization expense

    —          (6,862,455     (14,114,687     (14,418,344     —          (35,395,486

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          114,573        —          —          114,573   

GROSS OPERATING RESULT

    (2,718,229     18,939,846        147,428,917        47,789,946        —          211,440,480   

FINANCIAL RESULT

    1,911,870        (13,400,966     (33,670,431     (2,931,792     —          (48,091,319

Financial income

    462,202        5,862,370        4,163,287        229,141        —          10,717,000   

Term deposits and other fixed-income investments

    28,029        5,910,593        3,751,436        226,217        —          9,916,275   

Other financial income

    434,173        (48,223     411,851        2,924        —          800,725   

Financial costs

    (370,480     (11,538,997     (38,043,395     (1,894,561     —          (51,847,433

Bank loans

    —          (716,945     (4,076,775     (376,408     —          (5,170,128

Secured and unsecured liabilities

    —          —          (32,096,041     (1,062,758     —          (33,158,799

Other

    (370,480     (10,822,052     (1,870,579     (455,395     —          (13,518,506

Foreign currency exchange losses, net

    15        —          —          —          —          15   

Positive

    1,820,133        (7,724,339     209,677        (1,266,372     —          (6,960,901

Negative

    4,788,775        5,310,085        778,830        11,693,959        —          22,571,649   

Profit (loss) from indexed assets and liabilities

    (2,968,642     (13,034,424     (569,153     (12,960,331     —          (29,532,550

Share of profit of investments accounted for using the equity method

    22,382,797        589,402        —          2,590,352        —          25,562,551   

Other gains, net

    —          (2,961     41,588        1,990        —          40,617   

Gain (loss) from the sale of assets

    —          (2,961     41,588        1,990        —          40,617   

Profit before tax

    21,576,438        6,125,321        113,800,074        47,450,496        —          188,952,329   

Income tax expense

    1,451,419        2,136,015        (45,441,492     (13,877,376     —          (55,731,434

Net profit from continuing operations

    23,027,857        8,261,336        68,358,582        33,573,120        —          133,220,895   

NET PROFIT

    23,027,857        8,261,336        68,358,582        33,573,120        —          133,220,895   

Net profit attributable to:

                                               

Parent Company

                                            67,958,011   

Non-controlling interests

                                            65,262,884   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Statement of cash flows   Chile     Argentina     Colombia     Peru     Eliminations     Total  
For four months ended 6-30-2016   ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Cash flow from (used in) operating activities

    (2,258,642     22,241,556        97,915,432        13,835,088        861,631        132,595,065   

Cash flow from (used in) investment activities

    33,303,158        (14,473,021     (25,054,227     (5,655,438     (34,036,750     (45,916,278

Cash flows from (used in) financing activities

    (63,988,457     (4,640,729     (141,335,638     (14,233,076     33,175,119        (191,022,781

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases

and sales of energy and services.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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31 THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

31.1. Direct guarantees

 

Contract  

Creditor of the

guarantee

  Debtor   Type of
guarantee
  Committed assets   Balance pending as of  
Type   Maturity     Company   Relationship     Type  

Cur-

rency

  Book value  

Cur-

rency

  6-30-2016     3-1-2016  

Loan

  10-7-2014   Citibank N.A.   Endesa Argentina   Creditor   Pledge   Deposit in current account   US$   1,300,000   AR$     —          8,000,000   

Loan

  12-15-2032   Mitsubishi Corporation   Central Costanera   Creditor   Pledge   Combined Cycle   AR$   184,495,845   USD     50,325,366        49,854,108   

As of June 30 and March 1, 2016 the amount of the Group’s property, plant and equipment pledged as collateral for liabilities amounted to ThCh$ 8,113,033 and ThCh$ 8,513,044, respectively (see Note 14.e.1).

As of June 30 and March 1, 2016 the Group had future energy purchase commitments totaled ThCh$ 16,052,381 and ThCh$ 7,864,276, respectively.

31.2 Indirect guarantees

As a result of the corporate reorganization, Endesa Américas has become jointly and severally liable of local bonds of Endesa Chile, whose outstanding balance as of June 30 and March 1, 2016 amounted to ThCh$ 323,254,142 and ThCh$ 324,305,109, respectively.

31.3 Lawsuits and Arbitrations Proceedings

As of the date of these interim consolidated financial statements, the most relevant contingent liabilities, for which no provisions have been recognized, because the Management believes that a present obligation does not exists, related to current litigation involving the Group are as follows:

 

  a) Pending lawsuits of Endesa Américas and subsidiaries:

Empresa Generadora de Energía Eléctrica S.A. (Emgesa)

 

  1.

In 2001, a lawsuit was filed against the Group’s Colombian generation subsidiary Emgesa, as well as the non-related companies, Empresa de Energía de Bogotá S.A. E.S.P. (EEB) and Corporación Autónoma Regional de Cundinamarca (“CAR” for its acronym in Spanish), by the residents of Sibaté, in the Colombian Department of Cundinamarca. This lawsuit seeks to hold the defendants jointly liable for the damages and prejudices derived from the pollution to the El Muñá dam reservoir, resulting from the pumping of polluted waters from the Bogotá River by Emgesa. Emgesa has denied these allegations arguing, among others, that it does not have any responsibility since it receives the waters already contaminated. The plaintiffs’ initial demand was for approximately ThCP 3,000,000,000 (approximately ThCh$ 680,400,000). Emgesa filed a motion for the joinder of numerous public and private entities that dump into the waters of the Bogotá River or that in any way are responsible for the environmental stewardship of the river basin. The Third Section of the State Council has received the petition and ordered certain companies joined as defendants. In January 2013, several of the defendants filed responses to the complaint. In June 2013, a motion to annul the proceedings was denied. The resolving preliminary objections and the summons to a conciliation hearing are currently pending. In June 2015 a resolution was enacted instructing the dismissal of EEB by reason of a nullity defect as well as the exclusion of those entities that had been identified by the Cundinamarca Administrative

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  Court as defendants for having polluted the waters of Bogotá River, which had been confirmed by the State Council. A motion for reversal was filed against this decision, or an appeal. The resolution for such actions was unfavourable. The amount involved in this proceeding is estimated to be approximately ThCP 112,320,000 (approximately ThCh$ 25,474,176).

 

  2. Central Betania (currently Emgesa) was granted with a tax benefit known as “Ley Páez”, applicable to the income tax on corporations. The Law stated that those entities located in a geographical area affected by natural catastrophe were exempt from taxation. The Colombian tax authorities (DIAN) rejected the method used by Central Betania to determine the tax base applicable to the tax benefit. The DIAN believes that certain revenues of Central Betania, such as inflation adjustments and non-operating income, do not qualify for the exemption since they are not related to the electricity generation activity. On the other hand, Central Betania (currently Emgesa) believes that, in accordance with the Law, this special benefit is applicable to it as an entity and not only to certain revenues of the company. The resolution of the Administrative Court of first instance is pending. Since June 2010, the date when final arguments were filed, the proceedings have not been active due to lack of tax expertise of the Huila Court. In February 2016 the process in motion began in order to activate the proceedings. The amount of this claim is ThCP 96,393,426 (approximately ThCh$ 21,862,029).

 

  3. A class action lawsuit has been filed by residents of the Colombian Municipality of Garzón, alleging that the construction of the El Quimbo hydro electrical project has caused the plaintiffs’ income from handicrafts or entrepreneurial activities to decrease by an average of 30%. The lawsuit claims the decrease was not considered when the project’s social-economic impact report was drafted. Emgesa has denied these allegations on the basis that (i) the social-economic impact report complied with all methodological criteria, including giving all interested parties the opportunity to be registered in the report, (ii) the plaintiffs are not residents and therefore, compensation is allowed only for those whose revenues are, in their majority, coming from of their activity in the direct area of influence of the El Quimbo hydro electrical project and (iii) compensation must not go beyond the “first link” of the production chain and must be based on the status of the income indicators of each affected person. A proceeding was filed in parallel by 38 inhabitants of the Municipality of Garzón, who are claiming compensation for being affected by the El Quimbo hydro electrical project since they were not included in the social-economic impact report. A mandatory settlement hearing was unsuccessful. The court ordered a test, which is currently in the preliminary phase. In the parallel proceeding, an exception previous of pending lawsuit was filed, based on the existence of the principal proceeding. The proposed exception is pending ruling. The amount involved in this proceeding is estimated to be approximately ThCP 93,000,000 (approximately ThCh$ 21,092,400).

 

  4.

The CAR in Colombia, through Resolution No. 506, enacted on March 28, 2005, and Resolution No. 1189, enacted on July 8, 2005, imposed on Emgesa, EEB and EAAB (Empresa de Acueducto y Alcantarillado de Bogotá) the execution of construction work on the El Muña dam reservoir, whose effectiveness, among other things, depends on maintaining Emgesa’s water concession. Emgesa filed an action for annulment and reestablishment of Law against these Resolutions before the Administrative Court of Law of Cundinamarca, Section One. The first instance court denied the nullity of these resolutions. Appeals were filed by Emgesa, EEB and the EAAB, which are pending a decision. Emgesa filed another action for annulment and reestablishment against the CAR for annulment of Article 2 of Resolution 1318 of 2007 and Article 2 of Resolution 2000 of 2009, both of which required Emgesa to implement a Contingency Plan and to carry out study on “Air Quality” for the potential suspension of water pumping in the dam reservoir. This action seeks to annul the administrative acts

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  imposed due to impracticability of anticipating the “Air Quality” and implementing the Contingency Plan. In this action a favourable accountant expert report was presented, for which it was requested clarification to Emgesa. Clarification of previous expert report and a second expert report to value the works anticipated by the company is still pending. The amount at issue is undetermined.

 

  5. In February 2015 Emgesa was notified of a Popular Action filed by Comepez S.A. and other fish farming companies located near the Betania dam, on the grounds of protection of the right to a healthy environment, public health and food safety, in order to prevent, in the opinion of the plaintiffs, the danger of a massive fish mortality among other damages from the filling of the reservoir for the El Quimbo Hydro electrical Project dam, also located at the basin of the Magdalena river. Regarding the status of the proceeding, the Huila administrative court issued in February 2015, a preliminary injunction that prevents the filling of the El Quimbo dam reservoir until the river has reached the optimal flow, among other requirements. Emgesa filed a motion for reversal against this decision requesting a probation order and the release of such measure, which motion was denied by the court. The appeal filed by Emgesa was granted only in the remand effect. The preliminary injunction was amended, allowing Emgesa to start filling the dam reservoir. Nevertheless, the Regional Environmental Authority (“CAM”), in Resolution No. 1503 issued on July 3, 2015 directed Emgesa to temporarily stop filling the El Quimbo dam reservoir. The legal actions to be adopted are under analysis by Emgesa, notwithstanding the filling procedure continues normally. The appeal is pending. The Colombian Government, through Decree 1979, has requested the lifting of the generation suspension and reported that Emgesa must abide by such Decree. On December 15, 2015, the Constitutional Court decided that the Decree No. 1979 was unenforceable, consequently, EMGESA suspended at midnight of that date the generation of energy at El Quimbo. Emgesa presented the corresponding arguments.

On December 24, 2015, the Colombian Ministry of Energy and Mining and the National Authority of Aquaculture and Fishing (“AUNAP”) filed a writ of protection of constitutional rights to the Civil Courts of Circuito de Neiva as a transitional mechanism to avoid irreparable damage, while the Huila administrative court decides on releasing the precautionary measure, and requested that the generation of energy at El Quimbo be permitted. They have requested such generation to be authorized as an interim measure until a ruling on the writ of protection is made. On January 8, 2016, Emgesa was notified of the decision of the Civil Court of Circuito de Neiva which authorized Emgesa to immediately restore the generation of energy as a transitional measure until the Huila administrative court decides on releasing the precautionary measure. The amount involved in this proceeding is undetermined.

Edegel S.A.A. (Edegel)

 

  1.

The fiscal authority in Peru, SUNAT (in Spanish Superintendencia Nacional de Administración Tributaria), questioned Edegel in 2001 regarding the manner in which it was accounting for the valuation of its depreciating assets. Edegel had conducted a voluntary re-evaluation for the 1996 fiscal year, and as a result of such re-evaluation it recorded a reduction of goodwill with respect to assets. This depreciation was recorded as an expense. The amount rejected by SUNAT is related to financial interest paid during the construction phase of the power plants. SUNAT claims (i) that Edegel has not demonstrated that it was necessary to obtain financing to build the power plants and (ii) that such financing was actually incurred. Edegel has responded that SUNAT cannot request such evidence because the re-evaluation assigns the assets a market value when the re-evaluation was performed,

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  instead of the historical value of the assets. In this case, the methodology considered that the power plants of such scale were built with financings. In addition, Edegel claimed that if SUNAT disagreed with the valuation, it should have conducted its own appraisal, which it failed to do.

On February 2, 2012, the Tax Court (“TF”) issued a ruling for the 1999 fiscal year in favour of two of Edegel’s power plants, and against four power plants, based on the fact that a verified financing was only evidenced for the first two power plants. Consequently, the TF ordered SUNAT to recalculate the taxes payable by Edegel, which amounted to €11 million that were paid by Edegel in June 2012. This amount will be recovered if Edegel obtains favourable rulings in the following claims it has subsequently filed:

 

  i. An administrative contentious claim before the Judicial System against the TF’s ruling, filed in May 2012 (which would result in a complete recovery of the taxes); and

 

  ii. A partial appeal against the recalculation that SUNAT performed according to TF’s ruling, on the basis that the recalculation was incorrect, filed in July 2012 (which would result in a partial recovery of the taxes).

In August 2013, Edegel received notice of an unfavourable ruling with respect to claim i). Edegel filed an annulment appeal against the ruling, since the resolution violates its motivation right and it is untimely. In May 2015, Edegel received notice of the resolution of the Court of Appeal which: (i) annulled the resolution from the Justice Department (“JD”) which rejected the petitions of the demand of the company; (ii) declared admitted the claims previously rejected; and (iii) ordered the JD to return to the stage of determination of the controversy points. In June 2015, Edegel received notice from the JD that it declared admitted the claims previously rejected and it had submitted to the attorney general’s office a request for issuance of a new pronouncement (in Peru when the Government is engaged as a party in a judicial process an attorney general designated by the Public Ministry must be involved, in order for him to be informed and to opine regarding the controversy. Such opinion is not binding on the judge or the Court that must resolve the litigation). In November 2015, Edegel presented its verbal report.

For the 2000 to 2001 fiscal years, Edegel paid the equivalent of €5 million, and made a provision the equivalent of €1 million. In November 2015, Edegel was notified of Resolution No. 15281-8-2014, stating that the TF had ruled with respect to the indicated appeal by which it was declared annulled the Resolution which the SUNAT objected the loss deductions related to the financial derivative instruments. The TF ruling also revoked the objections related to the non-deductibility of depreciation of the non-accredited technical assistance services rendered to Generandes and the financial interests accrued on the loans for the acquisition of treasury shares. It is important to note that, although the TF’s resolution revoked the objections related to the excess in depreciation of the revalued assets, nevertheless, stated that the SUNAT shall apply what is resolved in the company’s appeal of Income Taxes filed for the fiscal year 1999 (EXp. No. 10099 to 2012), which is still pending resolution.

In December 2015, it was still pending from SUNAT to recalculate the debt based on the established criteria.

In February 2016, Edegel filed an appeal to the JD against the TF’s resolution (Resolution No. 15281-8-2014) in order to partially revoke the stated criterion, specifically in the portion that the TF resolved that the SUNAT shall apply the decision on the Income Tax for the fiscal year 1999, and avoiding to apply any other pronouncement.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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During the same month, the JD accepted Edegel’s appeal. In March 2016, the TF and SUNAT answered the appeal, which means that the JD shall resolve against Edegel because the resolution does not “cause status” as the TF did not rule on the claimed concept. Also, in March 2015, Edegel was notified of the procedural corrective measures (Resolution on Procedural Correction). In June 2016, Edegel was notified of the JD’s District Attorney Opinion, and Edegel was requested to provide a verbal report.

For the 1999 fiscal year it is expected that the Judicial System will enact a new resolution on the Edegel lawsuit and that the TF will decide on the partial appeal filed by Edegel. For the 2000 and 2001 fiscal years it is still pending from the SUNAT to recalculate the debt based on the established criteria. The SUNAT and the TF responded the demand and is pending resolution from the Public Ministry. It is expected that the JD respond Edegel demand and set a date for Edegel render verbal report. The amount involved in this proceeding is ThS/. 64,173 (approximately ThCh$ 12,892,497).

 

  2. In 1997, Edegel, Perené and Simsa entered into a joint venture agreement for the development of Yanango and Chimay power plants, reaching the agreement on a payment of US$ 13 million to Edegel. In 1998, Edegel signed a contract with its parent company Generandes for supervision services for the construction of power plants to be provided by the latter, agreeing the payment of US$ 13 million to Generandes. In turn, Generandes signed contracts with its shareholders, Entergy Peru and Conosur, transferring its commitments to Edegel and agreeing a payment amounting US$ 3 million to each party. The SUNAT challenged in respect of these contracts: (i) in Edegel: using VAT charged by Generandes as a tax credit; and (ii) in Generandes: treating expenses for the services provided by shareholders as tax deductible expenses and using VAT charged by its shareholders as a tax credit. The position of the SUNAT was that these operations were fake, because Generandes and its shareholders are a holding companies that do not have staff to provide such services. Supervision services were provided directly by Edegel through its staff. The position of the company was that the TF already issued a Resolution No. 15281-8-2014 in respect of the Edegel’s appeal related to company’s 2000-2001 income tax which states that the technical assistance provided by Generandes qualified as non-existent. As a result of the direct implications of this statement is in this proceeding, the TF will issue a ruling against Generandes. In this regard, it is expected the TF order SUNAT to recalculate the income tax of the company, considering not only Generandes’s costs, but also revenues of (invoices issued to Edegel) to be invalid. According to this expected new determination, an income tax payment already realized would occur in excess in the Generandes’s income tax expenses, and this excess should be offset by VAT, eliminating the contingency for these proceedings. The appeal is pending the Tax Court ruling. The resolution is expected for the second half of 2016. The amount involved in this proceeding is ThS/. 85,211 (approximately ThCh$ 17,119,077).

 

  b) Pending lawsuits of the associated companies:

Enel Brasil and subsidiaries:

 

  1.

The Brazilian IRS claims an alleged underreporting of dividends by Enel Brasil than it reported. The Brazilian IRS claims that the total amortization of goodwill (greater value) recorded by Enel Brasil in 2009 in the equity accounts, should have been recorded in the comprehensive income accounts. As a result, the procedure performed was inadequate and a greater profit would have been generated and consequently, a higher amount of dividends distributed. The alleged surplus in dividends was interpreted by the Brazilian IRS as payments to non-residents, which would be subject to a 15%

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  income tax retained at the source. Enel Brasil responded that all the procedures adopted by Enel Brasil were based on the company’s interpretation and in accordance with Brazilian accounting standards (Brazilian GAAP), and confirmed by the external auditor and by a legal opinion from Souza Leão Advogados. Enel Brasil has filed its defence in the administrative first instance. In July 2016, the tax authorities issued an unfavourable ruling against Enel Brasil. Enel Brasil will file an appeal to the second instance Administrative Court, and will use an expert opinion on the accounting entries recorded in 2009. The amount involved in this proceeding is ThR$ 244,428 (approximately ThCh$ 50,363,681).

Ampla Energía S.A. (Ampla, subsidiary of our associate)

 

  1. The State of Rio de Janeiro filed complaints against Ampla for the periods 1996 to 1999 and 2007 to 2014, since it considered that the ICMS calculation for fixed assets acquisition was incorrect. Specifically, the State of Rio de Janeiro believes that Ampla does not have all necessary supporting documentation and that the fixes assets were not used for the electric energy generation and distribution activities. In its defence, Ampla states that (i) the corresponding legislation does not specify the different types of fixed assets that could be used for the ICMS credit purposes; (ii) such fixed assets are related to the main activity of the companies, even if they are used at the offices and administrative premises. It also intends to compare the credits with the acquisition invoices; Ampla filed its administrative and judicial defence in all the processes and is awaiting for final resolutions. The amount of this claim is ThR$ 109,702 (approximately ThCh$ 22,603,779).

 

  2.

In Brazil, Basilus S/A Serviços, Empreendimentos e Participações (successor to Meridional S/A Serviços, Empreendimentos e Participações from 2008) is the holder of the litigation rights that it acquired from the construction companies Mistral and CIVEL, which had a civil works contract with Centrais Elétricas Fluminense S.A. (CELF). This contract was terminated before CELF’s privatization process. Since CELF’s assets were transferred to Ampla during the privatization process, Basilus (previously Meridional) sued Ampla in 1998, arguing that the transfer of the referred assets was done in detriment of its rights. Ampla only acquired assets from CELF, but is not its legal successor since CELF, a state-owned company, still exists and maintains its legal personality. Basilus demanded payment of pending invoices and contractual penalties for termination of the civil works contract. In March 2009, the court decided in favour of Basilus, and Ampla and the State of Rio de Janeiro filed the corresponding appeals. On December 15, 2009, the State Court accepted the appeal and overturned the lower court’s decision obtained by Basilus, in Ampla’s favour. Basilus filed an appeal against the resolution, which was denied. In July 2010, Basilus filed an Appeal under Specific Court Regulations (Agravo Regimental) before the Superior Court of Justice of Brazil, which also rejected the appeal in August 2010. Seeking to overturn such decision, Basilus filed a Petition for Writ of Mandamus (Mandado de Seguranca), which was also rejected. In June 2011, Basilus filed an Appeal to Amendment of Judgement (Embargos de Declaração) in order to clarify a supposed omission by the Superior Court of Justice in the decision on the Petition for Writ of Mandamus, which was not accepted by the court. Against this decision, Basilus filed an Ordinary Appeal (Recurso Ordinario) before the Superior Court of Justice (in Brazil). On March 28, 2012 the Reporting Justice decided the Ordinary Appeal in favour of Basilus. Ampla and the State of Rio de Janeiro filed an Appeal under Specific Court Regulations against the Reporting Justice’s decision, which was accepted by the First Court Room of the Superior Court of Justice on August 28, 2012, determining that the Ordinary Appeal of the Petition for Writ of Mandamus must be submitted to the decision by an “en banc” session and not by a

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  single Reporting Justice. Basilus challenged the decision. The decision of August 28, 2012 was published on December 10, 2012, and the Appeal to Amendment of Judgment had been filed by Ampla and the State of Rio de Janeiro to remedy the existing error in its publication, in order to avoid future divergence. Basilus filed its arguments and on May 27, 2013, the Appeal to Amendment of Judgment filed by Ampla and the State of Rio de Janeiro were accepted and the error corrected. On August 25, 2015 the appeal filed by the plaintiff was rejected. The decision was published on December 10, 2015 and on December 15, 2015 Basilus filed an appeal to Amendment of Judgment. On March 3, 2016 the Superior Court of Justice has begun the judgement of the appeal and first vote (Minister Rapporteur) was favourable to the appeal and the next Minister has suspended its resolution to perform a deeper analysis of the arguments. On May 3, 2016, the Superior Court of Justice has resumed the judgment of the appeal, which is tied 1 vote to 1. Other Minister has again suspended its resolution to perform a deeper analysis of the appeal. The resolution is adopted by the vote of three Ministers. The amount involved in this proceeding is estimated to be approximately ThR$ 1,369,544 (approximately ThCh$ 282,190,658).

 

  3. The State Public Ministry filed a Public Civil Action against Ampla for the frequent interruptions of power supply to consumers in the districts of Boa Vista, Porto da Pedra, Monjolos, Pacheco and others, located in the municipality of San Gonzalo. The applicant claims, principally, condemning Ampla to pay compensation for material and moral damage caused to regular consumers of this Municipality.

The “Projeto Morros” was a procedure implemented by Ampla to combat theft of electricity in communities with lack of resources, where the theft rate was very high. This procedure involved replacing the fuses of transformers that fed the entire community with limited capacity fuses for Ampla consumers. This resulted in the power outage in the periods of high consumption, which are the periods of the highest demand that the above transformers could handle, leaving the community without power supply for the night time. This procedure was considered illegal by ANEEL and by the courts, as regular consumers harmed in process of avoiding energy theft.

The process is in the second instance court.

As of January 27, 2006 the ruling was issued condemning Ampla to provide the regular supply of energy, in accordance with quality requirements established by ANEEL. The judge rejected the applicant request condemning Ampla to pay collective moral damages. Ampla filed an appeal claiming that, according to the regulatory terms of ANEEL, the public service concessionaire is entitled to interrupt the supply when it detects irregularities in the connection, as well as in other situations. Meanwhile, the State Public Ministry also filed an appeal requesting the Ampla to pay the collective moral damages. The court accepted the appeal of the State Public Ministry and modified the ruling, condemning Ampla to pay moral damages in the amount to be defined on the finalization of the ruling. Ampla filed Extraordinary (Supreme Federal Court) and Special (Superior Court of Justice) appeals, which to date have yet to be resolved. It should be noted that the State Public Ministry began a accrue penalties for non-compliance with the anticipatory first instance court ruling, which were rejected by Ampla, as it initiated the clarification process with ANEEL to verify that the failure occurs in regulatory terms determined by ANEEL. The ruling on the collection initiated by the State Public Ministry is pending. The amount involved in this case is ThR$ 60,611 (approximately ThCh$ 12,488,770).

 

  4.

In December 2001, the Brazilian Federal Constitution was amended to apply the CONFINS tax (Contribuicao para o Financiamento da Seguridade Social) a tax levied on revenues, to electricity

 

 

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  energy sales. The Constitution states that the changes on social contributions are effective 90 days after their publication. Ampla started to pay this COFINS tax in April 2002. However, the Brazilian Internal Revenue Service notified Ampla that the 90-day delay of entry into force is applied to statutory amendments, but are not applicable to constitutional amendments, which are effective immediately. In November 2007, the appeal filed before the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, ruled against Ampla. In October 2008, Ampla filed a special appeal that was rejected. On December 30, 2013, Ampla was notified of the decision to reject its position that the COFINS tax payments were not due for the period from December 2001 to March 2002 based on the Constitution providing that legislative changes are effective 90 days after their publication. Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds and was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 120%. Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defence in July 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. There is a first instance ruling unfavourable to Ampla which was published in August 2015. In the same month Ampla filed an appeal to the second instance court. The amount involved in this case is estimated to be approximately ThR$ 152,907 (approximately ThCh$ 31,506,044).

 

  5. Companhia Brasileira de Antibióticos (Cibran) filed suit against Ampla in order to receive compensation for the loss of products and raw materials, machinery breakdown, among other things that occurred as a consequence of poor service provided by Ampla between 1987 and May 1994 and compensation for moral damages. This litigation is related to other five actions filed by Cibran against Ampla based on power outages allegedly caused by Ampla in the period from 1987 to 1994, 1994 to 1999 and part of 2002. The judge decided to conduct a single expert assessment for these various claims, which was in part adverse to Ampla. Ampla challenged such assessment and requested a new expert assessment. On September 5, 2013, the judge rejected the prior petition, whereupon Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) and subsequently a Special Appeal (Agravo de Instrumento), both of which were rejected by the court. Against the latter, Ampla filed a Special Appeal before the Superior Court of Justice, which is pending review. In September 2014, a first instance judgment in one of these proceedings ordered Ampla to pay compensation of ThR$ 200 (approximately ThCh$ 41,209) for moral damages, in addition to the payment of material damages caused due to failures in supply of service, which have to be assessed by an expert in the sentence execution stage. Ampla filed a Clarification Attachment against this ruling that was rejected. In December 2014, Ampla filed an appeal, currently pending decision. On June 1, 2015, a judgement in another of the proceedings ordered Ampla to pay moral damages of ThR$ 80 (approximately ThCh$ 16,484), in addition to material damages for Ampla’s failures in supply of service of ThR$ 95,465 (approximately ThCh$ 19,670,308) (plus price-level restatement and interest). Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) against this judgement, which was rejected by the court. Ampla has filed an appeal. In the remaining proceedings, a first instance court ruling is pending. The amount involved for all these cases is estimated to be approximately ThR$ 384,667 (approximately ThCh$ 79,259,471).

 

  6.

In August 1996, Ampla obtained a favourable ruling granting it an exemption from paying the COFINS tax for the period prior to the 2001 amendment of the Brazilian Federal Constitution which expressly

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  made electric power operations subject to the COFINS tax. Following the definite decision in favour of Ampla issued in 2010, the Brazilian Treasury attempted to overturn the 1996 decision favourable to Ampla through a recession action. Ampla refiled a suit originally filed in 1996 seeking a refund of its COFINS tax payments from April 1992 to June 1996, based on the favourable ruling in the first lawsuit described above. The suit seeking a refund of the COFINS tax had been suspended pending the resolution of the first lawsuit above. In June 2013, Ampla received a favourable decision entitling it to a refund of its COFINS tax payments for the periods requested. The decision is not final and must still be confirmed by a Superior Court. The Brazilian Treasury appealed the decision, but only for issues of form, before the court of Rio de Janeiro. In October 2014, the Court of the State of Río de Janeiro ordered a new trial since it considered that the Brazilian Treasury did not have the opportunity to appear in the prior decision judgment. In May 2015, the Brazilian Treasury presented its final plea and in July 2015 a new favourable first instance ruling entitling Ampla to a refund of its COFINS tax payments made from 1992 to 1996 was issued. In August 2015, the tax authorities filed an appeal with the Court of the State of Rio de Janeiro. The sum Ampla has requested as a tax refund amounts to ThR$ 169,450 (approximately ThCh$ 34,914,681).

 

  7. Perma Industria de Bebidas (“Perma”) filed a lawsuit against Ampla, based on the electric energy tariff adjustment applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (“DNAEE”), in February 1986. The Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283, of February 28, 1986. On April 16, 2010 a ruling rejected Perma’s request, and Perma filed an appeal against such ruling, which was accepted and Ampla was ordered to pay the amounts unduly collected during 1986. Ampla and Perma each filed a Special Appeal before the Supreme Court of Justice, which were rejected by means of “eligibility trial”. In July 2011, the parties filed a Special Appeal. On December 16, 2015 the ruling was issued, rejecting the Special Appeal filed by the two parties. On February 11, 2016, the prior ruling was published confirming the final ruling. The amount involved is ThR$ 76,359 (approximately ThCh$ 15,733,600).

 

  8.

The Trade Union of Niterói, representing 2,841 employees, filed a labour claim against Ampla, requesting the payment of salary differences of 26.05% retroactive to February 1989, pursuant to the Economic Plan instituted by Law Decree No. 2,335/87. In the court of first instance, the decision was partially unfavourable for Ampla. The court ordered payment of the salary differences requested retroactive to February 1, 1989, and legal fees of 15% of such amount. Ampla filed several appeals, among them an Extraordinary Appeal which is currently pending. A mandatory mediation was unsuccessful. In parallel, Ampla has filed a motion for Advanced Dismissal of Enforcement (Exceção de Pré-Executividade) based on the jurisprudence of the Federal Supreme Court, which has previously declared the non-existence of a right acquired on the URP readjustment of Law Decree No. 2,335/87. In addition, Ampla alleged the exception of the payment for these readjustments and, alternatively, requested the limitation of this readjustment using October 1989 salaries as a baseline. In the court of first instance, Ampla obtained the declaration of unenforceability of legal title, against which the applicant filed an appeal (Agravo de Petição). The decision was partly favourable regarding the exception of payment, but not regarding the limitation of the salary differences, using October 1989 salaries as a baseline. On September 10, 2014, the court rejected the Special Appeals (Agravo de Instrumento) presented by both parties, who filed a Petition for Clarification of the Decision (Embargos de Aclaración) against this judgment. In June 2015, Ampla presented its arguments to the

 

 

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  Court regarding the Extraordinary Appeal filed by the Union, which were rejected by the Court. On December 16, 2015 the Extraordinary Appeal was submitted to the Federal Superior Court of Law for its judgment. The amount involved in this proceeding is estimated to be approximately ThR$ 71,233 (approximately ThCh$ 14,677,324).

 

  9. In order to fund the purchase of Coelce in 1998, Ampla issued long-term debt abroad through securities called Fixed Rate Notes (FRNs) which were governed by a special tax regime whereby interest payments received by non-resident holders were exempt from taxation in Brazil, as long as the debt was issued with a minimum maturity of 8 years. In 2005, the Brazilian Internal Revenue Service (“IRS”) (responsible for tax collection and compliance with tax laws) notified Ampla the special tax regime did not apply based on its understanding that prepayments were made before the stated maturity, due to the fact that Ampla had received financing in Brazil which was allocated to repay the FRN holders. Ampla argues that these two transactions are independent and legally valid. The non-application of the special tax regime means that Ampla would have failed to comply with its obligation to retain the tax and to record it as interest payments made to non-resident holders. The tax resolution was appealed and in 2007 the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, annulled it. However, the Brazilian IRS contested this decision before the Superior Chamber of Fiscal Resources (Cámara Superior de Recursos Fiscales), the final administrative appeals level, and on November 6, 2012, it ruled against Ampla. The decision was notified to Ampla on December 21, 2012. On December 28, 2012, Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) before the Superior Chamber of Fiscal Resources in order to obtain a final resolution regarding contradictory points of the decision and to incorporate in it the relevant defence arguments that were omitted. The petition was denied. As a consequence, Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds. Ampla was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 120%. In April 2014 Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defence on June 27, 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. A legal investigation will be carry out by an expert designated by the judge. It is expected first instance resolution upon investigation of the expert to be designed by the judge. The amount involved in this case is estimated to be approximately ThR$ 1,159,588 (approximately ThCh$ 238,929,745).

 

  10.

In 2002, the State of Rio de Janeiro issued a decree stating that the ICMS (a tax similar to the Chilean Value Added Tax) should be paid and filed on the 10th, 20th and 30th days of the same month of the tax accrual. Ampla continued paying ICMS in accordance with the previous system (filing within five days after the end of the month of its accrual) and did not adopt the new system between September 2002 and February 2005 due to cash flow issues. Additionally, Ampla filed a lawsuit to dispute the constitutionality of the new filing requirement. These lawsuits were unsuccessful, and Ampla has filed suit alleging constitutional violations before the Brazilian Supreme Federal Tribune. Since March 2005, Ampla has been paying the ICMS according to the new system. In September 2005, the IRF imposed on Ampla a penalty fee and interests due to the delay in filling the ICMS as set forth in the aforementioned decree of 2002. Ampla appealed the resolution before the Administrative Courts, based on the fiscal Amnesty Laws of the State of Río de Janeiro published in 2004 and 2005 (forgiving interest and penalties if the taxpayer paid the taxes due). Ampla alleges that if the aforementioned tax

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  amnesties are found to be inapplicable to it, the law would punish taxpayers that are delayed only a few days in their tax payments (as in the case of Ampla) more harshly than those who failed to pay their taxes and later formally adopted the various tax amnesties and thus, regulate their tax situation through the filing of overdue unpaid taxes.

On May 9, 2012, The “En Banc Council” (a special body within the Taxpayers Council, representing the last administrative instance) issued a judgment against Ampla. The decision was notified on August 29, 2012. Ampla appealed to the State Public Treasury (Hacienda Pública Estadual) using a special review procedure based on the equity principle, before the Governor of the State of Rio de Janeiro. The appeal has not been resolved and therefore, the tax should be suspended. However, the State of Río de Janeiro recorded the tax due in the Public Register as if demandable and therefore, on November 12, 2012, Ampla was obliged to post a surety bond in the amount of € 101 million (R$ 293 million) in order to receive a certification of fiscal good standing to continue receiving public funds. On June 4, 2013, in a decision of second instance, the State Public Treasury obtained a ruling against Ampla’s surety bond. In September 2013, Ampla filed a letter of guarantee to substitute for the surety bond rejected by the court. However, Ampla reiterated to the attorney of the State, the petition of review, which is still pending decision. Despite this, the State Public Treasury submitted the fiscal execution and Ampla opposed its defence. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. In June 2015, the Supreme Court of Brazil issued a favourable ruling for Ampla for a lawsuit filed in 2002 to dispute the constitutionality of the new filing requirements. This resolution will lead to the suspension of the collection procedures of penalties and interests, since the tax is already paid. The State of Rio de Janeiro might eventually appeal, but its likelihood of winning are very limited as the outcome of the procedure was issued by the plenary. Also, the final decision will mean the release of the guarantee. The decision was published on October 2, 2015 and the Brazilian Treasury has 10 days to appeal. Once the appeal period has elapsed, the letter of resolution becomes final, and at that time the resolution will be presented to the administrative collection body (process). The State Public Treasury did not file an appeal and on October 25, 2015, Ampla presented to the special collection body the favourable resolution issued by the Supreme Court of Brazil. On April 20, 2016, the first instance resolution favourable to Ampla was issued which ruled for the termination of the legal proceeding and the State extinguished the debt. Ampla requested the guarantee to be released and is waiting for the decision. Closed case that will no longer be informed.

Compañía de Interconexión Energética S.A. (CIEN, subsidiary of our associated company)

 

  1.

In October 2009, Tractebel Energía S.A. sued CIEN claiming an alleged breach of the contract “Purchase & Sale Agreement for 300 MW of Firm Capacity and associated energy originating from Argentina” signed in 1999 between CIEN and Centrais Geradoras do Sul do Brasil S.A (which is now known as Tractebel Energía). Tractebel Energía asked the court to order CIEN to pay a rescission penalty of R$ 117,666,976 (approximately ThCh$ 24,244,939) plus other fines due to the unavailability of energy. The breach allegedly occurred due to a failure by CIEN to ensure sufficient capacity as contracted with Tractebel Energía during the 20-year period, which allegedly took place beginning in March 2005. In May 2010, Tractebel Energía notified CIEN via a written statement, but not judicially, its intention to exercise step-in rights of Line I (30%). The proceeding is currently at the first instance. CIEN petitioned to join this proceeding with the lawsuit filed by it against Tractebel Energía in 2001, which involves a dispute relative to exchange rates and taxing issues. The petition to join both

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  proceedings was rejected by the court. Subsequently, CIEN filed a request to suspend the proceeding for 180 days in order to avoid potentially divergent decisions. The court ordered the suspension of proceedings for one year pending the outcome of the other lawsuit of CIEN against Tractebel Energía. The court issued a resolution extending this suspension until July 9, 2015. This proceeding has not had any changes to date.

 

  2. In 2010, Furnas Centrais Eletricas S.A. filed a suit against CIEN, based on CIEN’s alleged breach of the contract “Firm Capacity Purchase with associated Energy for the purchase of 700 MW of firm capacity with related energy originating from Argentina”, which was signed in 1998 with a term of 20 years beginning in June 2000. In its lawsuit, Furnas requested a compensation of ThR$ 520,801 (approximately ThCh$ 107,309,465) corresponding to a rescission penalty included in the contract, plus adjustments and default interests, from the date of filing of the claim until actual payment. Furnas also requested for additional penalties based on the lack of availability of the “firm power and related energy” and for other damages to be determined upon the final decision. The first trial judgment denied the claims of Furnas for CIEN’s responsibility for breach of its contractual obligations. The Court recognized the existence of force majeure because of the energy crisis in Argentina. The claimant filed an appeal against this sentence. On July 10, 2015 CIEN presented its arguments to the Court regarding the appeal filed by Furnas. Moreover, regarding the foreign language documents presented by CIEN, the judge of first instance determined that those documents would be excluded from the lawsuit, which decision was confirmed by the 12th Civil Section of the State Court. CIEN has filed a Special Appeal (Recurso Especial) against this decision, which will be decided by the Superior Court of Justice. In addition to the foregoing, CIEN received a notice from Furnas, not at the judicial headquarters, indicating that in case of rescission due to CIEN’s breach, Furnas would have the right to acquire 70% of Line I.

Companhia Energética do Ceará S.A. (Coelce, subsidiary of our associated company)

 

  1.

In 1982 under the framework of an electricity supply network expansion in Brazilian rural areas, which was financed principally by international development banks (IDBs), the then-state-owned Coelce signed contracts with 13 cooperatives at the request of the Brazilian government and the IDBs to implement this project. Under the contracts, Coelce operated and maintained the assets and paid a monthly fee, which was price-level restated for inflation. These contracts were of indefinite length and failed to clearly identify the networks that were under their scope due the public nature of Coelce and the fact that they were often repaired, creating confusion between the assets that were operated and maintained by Coelce, and the assets that were owned by it. From 1982 until June 1995 COELCE regularly paid rent for the use of the electric system to cooperatives, adjusted monthly by the relevant rate of inflation. However, from June 1995, Coelce, while it was still state-owned, decided not to continue adjusting the payments for inflation. In 1998 Coelce was privatized and acquired by the Enersis Group, and continued to pay the rent to the network cooperatives in the same manner as before its privatization, that is, without adjusting the rent for inflation. As a consequence, some of these cooperatives have brought legal action against Coelce, including the two actions initiated by Cooperativa de Eletrificacao Rural do V do Acarau Ltda (Coperva), for the payment of the adjustment for inflation as described below. Coelce’s defence is basically grounded on the argument that the adjustment is not applicable, since the assets lacked value due to their much extended useful lives, taking into consideration their depreciation; or, alternatively, if the assets were deemed to have any value, it would be very low since Coelce performed their replacement, extension and maintenance. The

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  amount involved in this litigation is approximately ThR$ 190,492 (approximately ThCh$ 39,250,268). One of the plaintiffs in this litigation, Coperva, filed a review action requesting expert evaluation of the issue. Once the expert report was delivered, Coelce claimed there were technical inconsistencies therein and requested a new evaluation to be conducted, but the court denied the claim and in February 2013 ruled the “anticipated execution of the decision”, which entails the preliminary determination of the adjusted monthly payments Coelce should have made and ordering the immediate payment of the difference between such adjusted values and the values Coelce actually paid. An appeal has been filed and a precautionary measure has been obtained in favour of Coelce, staying the anticipated execution of the decision. On April 7, 2014 a court of first instance denied Coperva’s claims. Coperva filed an appeal which was rejected. Coperva filed a Petition for Clarification of the Decision (Embargos de Aclaración), which was rejected on January 11, 2016. On February 3, 2016 Coperva filed a special appeal to the Superior Court of Justice.

Another plaintiff in the ligation filed a review action in 2007, through which Coperva is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 1% of the value of the asset leased, estimated by Coperva to be at ThR$ 15,600 (approximately ThCh$ 3,214,335). This proceeding is in a first instance and has not yet started the evidence presenting stage. The amount involved in this proceeding is estimated to be approximately ThR$ 99,716 (approximately ThCh$ 20,546,154). In Coelce’s case, the review action was filed in 2006 and Coelce is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 2% of the value of the asset leased. The amount involved in this proceeding is approximately ThR$ 114,795 (approximately ThCh$ 23,653,184). This proceeding, as well as the one for Coperva, has not been advanced by the plaintiff and both are in their first instance.

 

  2.

Coelce bills the “low income” consumer with a social discount that determines a final rate called “baja renta” (low income). The State compensates Coelce for this discount as a state subsidy. The ICMS (a tax similar to the Chilean Value Added Tax) is transferred (deducted) by Coelce over the amount of the normal rate (without the discount). On the other hand, the State of Ceará establishes that the ICMS does not apply to billings that fluctuate between 0 and 140 kW/h. Also, Coelce, in order to calculate the ICMS deductible amount in reference to the total ICMS supported in energy purchases must apply the “pro rata” rule. The rule states that the percentage that represents revenues subject to ICMS over the total income (whether or not subject to ICMS). Coelce considers, for the purpose of its inclusion in the pro rata denominator, that the revenue not subject to ICM is the result of applying the end sales price of energy (price after the subsidy is discounted) and the Brazilian IRS holds that the income not subject to ICMS is the price of the normal rate (without discounting the subsidy). The Brazilian IRS’s position implies a lower ICMS deduction percentage. The Brazilian Treasury view is that the “ICMS pro rata” calculation should be based on the normal rate value in “low income” energy sales cases, instead of the reduced rate that Coelce uses. The Brazilian Treasury criteria results in a greater ICMS non-recoverable percentage, which results in a higher ICMS payable. Coelce argues that its calculation is correct, since it must be used in the “ICMS Pro Rata” calculation, reducing the value of the ICMS rate since that is the accurate value of the energy sales transaction (the ICMS’s base is the transaction value of the merchandise sold). In reference to the 2005 and 2006 litigation, the rulings were unfavourable for Coelce. In reference to the 2007, 2008 and 2009 litigation, the rulings were unfavourable for Coelce but some of them resulted in a reduction of the amounts due to expiration. Coelce filed legal claims in order to ensure its certification of a regular tax status, which will allow it to continue receiving public funding, having previously guaranteed its tax debt. The State of Ceará filed Fiscal Executions (legal

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  collection procedures) for the years 2006, 2007 and 2009. For the other years, it is pending the filing of the corresponding fiscal executions. In reference to the 2010 and 2011 litigation, the complaints were received in January 2015 and January 2016, respectively, and Coelce filed its first instance administrative defence. The next step is to continue with the defence of the judicial and administrative processes. The amount of these claims is ThR$ 112,082 (approximately ThCh$ 23,094,171).

 

  3. Vicunha do Nordeste S/A (Finobrasa) filed a lawsuit against Coelce by reason of the adjustment to the electric energy tariffs applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. These Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283 of February 28, 1986. The intention of the lawsuit is to declare such adjustment illegal, seeking to extend illegality effects until the present time. During the proceeding, FINOBRASA filed another lawsuit with similar requests. Regarding the first process, Finobrasa obtained a final ruling against Coelce, which ordered Coelce to pay the unduly collected amounts, extending the effects of such ruling until the present time, which does not coincide with the jurisprudence of the Supreme Court of Justice. Considering the above, Coelce filed a rescission action, which seeks to amend a final decision and may be filed up to 2 years after the final period to file appeals has ended. This is a new action, with extremely restrictive requirements and its proceeding is started on second instance, with the purpose of questioning an error in the decision, either any procedural defect or a substantial defect of rulings by supreme courts (which is the basis for this lawsuit). Regarding the second action, the judge dismissed it due to his pendency and matter adjudged, since both are similar petitions. For this reason, the purpose of the three lawsuits is the same, that is, to assess the wide or restrictive effect of the 1986 adjustment illegality. Coelce filed this Rescission Action in 1999, and on September 28, 2010 a ruling was passed and the “Civil United Chambers” unanimously declared that the illegality of the collection made by Coelce is limited to 9 months of 1986 (March to November). On September 30, 2015 a ruling rejected the Special Appeal filed by Finobrasa. On November 6, 2015, Vicunha filed a Petition for Clarification of the Decision (Embargo de Aclaración) against this judgement, which is pending resolution. On February 4, 2016, the Court began the judgement and the vote is tied one to one. The judgement must be resumed in the following Court sessions. The amount of this claim is ThR$ 71,976 (approximately ThCh$ 14,830,431).

 

  4. Lawsuits filed by Industria Barbalhense di Cemento Portland S.A. (IBACIP) against Coelce, by reason of the adjustment to the electric energy tariffs applied by concessionaires based on Orders No. 38 and 45 granted by the National Department of Water and Electric Energy (DNAEE), in February 1986. These Orders authorized an increase of 20% over the tariff for industrial clients during the frozen price period, also implemented by the Federal Government through Decree Law No. 2283, of February 28, 1986. The intention of the lawsuit is to obtain a refund of the values that the petitioner would have paid in excess for the use of electric energy by reason of the allegedly illegal 20% increase over the tariffs of industrial clients. On March 17, 2008 a ruling was issued declaring illegal to charge the tariff increased by the DNAEE Orders, but only with respect to the invoices issued within the period between March and November 1986. Both parties filed appeals against this ruling before the Court of Justice and they were both dismissed. Coelce has filed a Special Appeal with the Supreme Court of Justice, and the Court has not yet issued a decision. The amount involved is ThR$ 64,084 (approximately ThCh$ 13,204,325).

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  5. Collective lawsuit filed by Sindeletro against Coelce with the intention of obtaining a supplementary salary payment based on a 30% over the base salary for employees exposed to hazards.

In its defence, Coelce sustains that the amendments made in the payment and determination of this salary supplement were legal, since they were the result of an analysis made by a commission established for this purpose aimed to identify which activities were hazardous and which employees worked in such areas.

In the first instance Coelce was condemned to pay to all employees a hazardous salary supplement by 30% as of January 1, 1986. Also, it was ordered to pay attorney fees of 15% over the punishment value. Coelce filed an ordinary appeal with the Regional Labour Court (TRT).

In the second instance, the ordinary appeal filed by Coelce was partly accepted, it states that such supplement should not be paid to employees not performing hazardous activities. Also, it acknowledged that the percentage due for this hazardous salary supplement could be reduced according to the length of time of the employee’s exposure to hazards. Sindeletro filed a review appeal against this ruling in the second instance before the Supreme Labour Court (TST).

In the third instance, the TST accepted the review appeal filed by Sindeletro, rejecting the possibility of reducing the percentage based on a shorter length of time of exposure to hazards. The TST declared that if an employee has performed a hazardous activity the employee is entitled to receive a 30% supplement over his or her base salary, regardless if he performed such hazardous activity only for one day or for the entire month. The TST ruling is based on the TST jurisprudence of its Statement 361 and is not subject to appeals.

The settlement phase (values assessment) has begun with the calculation delivered by Sindeletro. Coelce has been urged to make its statement. After starting the execution phase, Coelce was urged to pay or to guarantee execution for an amount of ThR$ 5,014 (€ 1,538,119). Thus, Coelce made a deposit of the guarantee and filed its disclaim to execution. On November 4, 2015 Coelce released R$ 1.73 million for the distribution to employees by Sindeletro. Colece appealed against that decision. The amount involved is ThR$ 67,000 (approximately ThCh$ 13,805,156).

 

  6. The State of Ceará filed complaints against Coelce for the periods 2003, and 2004 to 2010, since it considered that the ICMS calculation for fixed assets acquisition was incorrect. Specifically, the State of Ceará states that Coelce does not have all the necessary supporting documents and that some fixed assets were not devoted to the activity of electric energy production or distribution. In its defence, Coelce explains that (i) the corresponding legislation does not specify the different types of fixed assets that could be used for the ICMS credit purposes; (ii) such fixed assets are related to the main activity of the companies, even if they are used at the offices and administrative premises. It also intends to compare the credits with the acquisition invoices; Coelce filed its administrative defence in all administrative processes and is awaiting for final resolutions. The amount of this claim is ThR$ 127,417 (approximately ThCh$ 26,253,903).

Endesa Fortaleza (subsidiary of our associated company)

 

  1.

In February 2004, two Brazilian taxes, COFINS and PIS were amended from an accrued regime (rate of 3.65% without credit deduction) to a non-accrued regime (9.25% with credit). According to legislation, long term assets and service supply agreements performed before October 31, 2003 under

 

 

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  “predetermined price” could remain in the accrued regime. Endesa Fortaleza had entered into energy purchase agreements that complied with the requirements, and as a result the revenues for such agreements were initially taxed under the accrued regime, which is more advantageous. In November 2004, an administrative order was released which defines the concept of “predetermined price”. According to it, CGTF agreements (Endesa Fortaleza) must be subject to the non-accrued regime. In November 2005, a new Law clarified the “predetermined price” concept. On the basis of the 2005 legislation, the regime that should be applied to the agreements was the accrued regimen (more advantageous). The ANEEL issued a (Administrative Law) Technical Note indicating that the agreements entered into by virtue of its standards and with its approval comply with the legislative requirement. PIS and COFINS tax paid in excess under the non-accrued regime by CGTF and CIEN between November 2004 and November 2005 generate tax credits which were used to pay other taxes due. Nevertheless, in 2009 the tax authorities rejected the compensation procedures. In February 2007, the Brazilian tax authorities audited Endesa Fortaleza regarding the payment of PIS/COFINS tax during December 2003 and from February 2004 to November 2004. The audit resulted in a claim alleging differences between the amounts stated in Endesa Fortaleza’s annual tax return (where the PIS/COFINS tax amounts were reported under the new non-accrued regime) and the amounts stated in monthly tax returns (where the amounts due were reported under an older accrual system). Endesa Fortaleza filed an appeal to the second instance administrative court which was unfavourable and confirm the first instance resolution. Endesa Fortaleza filed an appeal to the Superior Chamber of Fiscal Resources which is pending resolution. The amount involved in this proceeding is ThR$ 77,766 (approximately ThCh$ 16,023,459).

31.4 Financial restrictions

As of June 30, 2016, Endesa Américas individually, had no debt obligations and therefore was not affected by any financial covenant or events of default. However a number of the loan agreements of its subsidiaries include the obligation to comply with certain financial ratios, which is normal in contracts of this nature. There are also affirmative and negative covenants requiring the monitoring of these commitments. In addition, there are restrictions in the events-of-default clauses of the agreements which require compliance to avoid acceleration of such debt.

 

  1) Financial covenants

Financial covenants are contractual commitments with respect to minimum or maximum financial ratios that the company is obliged to meet at certain periods of time (quarterly, annually, etc.). Most of the financial covenants of Enersis Américas limit the level of indebtedness and evaluate the ability to generate cash flows in order to service the companies’ debts. Various companies are also required to certify these covenants periodically. The types of covenants and their respective limits vary according to the type of debt.

In Peru, the debt of Edegel S.A.A. (“Edegel”) includes the following covenants:

 

    Local bonds whose outstanding amount as of June 30, 2016 was ThCh$ 49,725,445 and final maturity in January 2028, are subject to Debt to Equity Ratio which is calculated by dividing Debt less cash by Equity.

 

    Finance lease agreement with Banco Scotiabank whose outstanding amount as of June 30, 2016 was ThCh$ 19,190,035 and final maturity in March 2017, is subject to the Debt ratio calculated by dividing Debt by Equity and the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    Bank borrowings of Chinango, a Edegel’s subsidiary, with Bank of Nova Scotia, whose outstanding amount as of June 30, 2016 was ThCh$ 5,586,543 and final maturity in January 2019, is subject to the covenants, calculated on an stand-alone basis, Debt to Equity Ratio calculated by dividing Net debt less Cash by Net Equity and Debt Repayment Capacity calculated by dividing Debt by EBITDA.

 

    As of June 30, 2016, the most restrictive financial covenant for Edegel was the Debt to Equity Ratio corresponding to the financial lease agreement with Banco Scotiabank.

In Argentina, the debt of Hidroeléctrica El Chocón S.A. (“El Chocón”) includes the following covenants:

 

    Syndicated Loan, whose outstanding amount as of June 30, 2016 was ThCh$ 1,873,492 and final maturity in September 2016, is subject to the following covenants: Maximum Debt denominated in Argentine pesos ratio, Maximum Debt denominated in Foreign Currency ratio, Debt to Equity ratio and Debt Repayment Capacity ratio calculated by dividing Debt by EBITDA.

 

    As of June 30, 2016, the most restrictive financial covenant for El Chocón was the Debt to Equity Ratio.

In Colombia, the debt of Empresa Generadora de Energía Eléctrica S.A. (“Emgesa”) includes the following covenants:

 

    Loan with the Bank of Tokyo whose outstanding amount as of June 30, 2016 was ThCh$ 30,047,991 and final maturity in June 2017, is subject to the Debt Repayment Capacity Ratio calculated by dividing Debt by EBITDA. However, the obligation to comply with this covenant is subject to a downgrade in the credit rating of Emgesa that could result in losing is Investment Grade quality, as stated in the debt agreement. As of June 30, 2016, the covenant was not triggered.

All of our subsidiaries not mentioned in this note are not subject to compliance with financial covenants.

Lastly, in most of the contracts, debt acceleration for non-compliance with these covenants does not occur automatically but is subject to certain conditions, such as a cure period.

As of June 30, 2016, neither Endesa Américas nor any of its subsidiaries were in default under their financial obligations summarized herein or other financial obligations whose defaults might trigger the acceleration of their financial commitments.

31.5 Other information

 

    On March 18, 2015, the Undersecretary of Electric Energy issued its Note S.E. No. 476/2015, which establishes the procedure to coordinate the remuneration according to Resolution S.E. No. 95/2013 and the Availability Agreements for Combined Cycles and Turbosteam entered into between Central Costanera S.A. and CAMMESA, as from February 2014. As established in the above, Central Costanera S.A. shall temporarily relinquish to receive the Additional Remuneration Trust established Resolution S.E. No. 95/2013, its amendments and supplements which were already undertaken, as well as the Remuneration for Non Recurrent Maintenance as established in Resolution S.E. No. 529/2014, its amendments and supplements.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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The procedure implies the reversal of the deductions made and applied to the Company as established in Notes S.E. No. 7594/2013 and No. 8376/2013, as from the validity of this standard. Since the economic transaction in the month of January, 2015, the concepts relinquished by the Company shall be applied to the compensation funds transferred by CAMMESA to the company as of that date to perform the tasks provided for in the agreements. In case the amount accrued for this concept it not enough to offset the total funds transferred by CAMMESA to the Company, they shall be accrued in a special account “Available Agreements Account”. In order to materialize the conditions established above, the company and CAMMESA should enter into the corresponding addendum to the agreements.

On June 29, 2015, the Secretary of Energy issued Note S.E. No.1210/2015 instructing CAMMESA on the method to adapt the conditions on remunerate as stated in the corresponding terms of the Availability Agreements for Combined Cycles and Turbosteam, taking into account the concepts defined in Resolutions S.E. No. 95/2013 and S.E. No. 529/2014 and also the current applicable regulations.

On July 3, 2015 the company entered into the addendum with CAMMESA to the Availability Agreements for Combined Cycles and Turbosteam. The terms of these Agreements and the amendments made by the addendum regulate the agreement between the parties and they shall be understood as entirely valid until the validity term established in such agreements expires.

As a consequence of the above, during the year 2015 a decrease of Ar$ 14,418,986 (approximately ThCh$ 693,214) in revenues for sales and a net loss of Ar$ 59,225,685 (approximately ThCh$ 2,847,363) in other operating income/expenses were recognized. At the end of the reporting period the concepts relinquished by the Company based on the addenda to the contracts were approximately Ar$ 551,587,099 (ThCh$ 26,518,370).

On March 30, 2016, the Energy Secretariat under the supervision of Ministry of Energy and Mining through Resolution 22/2016 updated the generators’ remuneration in effect under Resolution 482/2015, replacing for this purpose Appendices I, II, III, IV, V, VI and VII of the mentioned Resolution. It is noteworthy that the increases were based on the remuneration charged by. The new resolution increased recognition of fixed costs for thermal plants by 70% and for hydro electrical plants by 120%. The variable costs were adjusted by 40% for thermal and hydro electrical plants. The cost for non-recurrent maintenance was increased by 60% for thermal plants and 25% for hydro electrical plants, respectively. The additional remuneration was not updated. The increases were applied retroactively to February 2016 to all remuneration concepts that are collected by the generators. This new resolution is a temporary measure adopted until the new regulatory framework announced by the government becomes effective.

 

    In December 2014, the Vuelta de Obligado (VOSA) thermal plant started to operate it open cycle with two gas turbines of 270 MW each, it is expected the closing as Combined Cycle of high efficiency in October 2016.

According to the technical report issued by VOSA’s authorities, the gas turbines have passed all operational tests and have functioned properly. There is still pending to nationalize very few components to complete stage two, and there is certainty that the works will be completed and implemented in 2016.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Based on above, in December 2015, were accounted for the effects of the redenomination to U.S. dollar of the receivables previously denominated in Argentine pesos, resulting in the recognition of the following income:

 

    Exchange difference for redenomination to U.S. dollar of the receivables at an exchange rate lower than the closing exchange rate of 2015 for Ar$ 1,323,430,283 (ThCh$ 63,625,879) in Hidroeléctrica El Chocón and Ar$ 129,092,580 (ThCh$ 6,206,318) in Central Costanera S.A.

 

    Interest accrued between the maturity date of each Sales Settlements with Unspecified Due Dates (“LVFVD” in its Spanish acronym) contributed to the VOSA project and the execution date of the Agreement, at the interest rate that CAMMESSA obtain from its financial investments, capitalized and redenominated to U.S. dollar as discussed above, for a total of Ar$ 49,797,906 (ThCh$ 2,394,108) in Hidroeléctrica El Chocón.

 

    Interest accrued on redenominated to U.S. dollar receivables, once included the interests mentioned in the preceding paragraph, at an interest rate LIBOR 30 days + 5%, for a total of Ar$ 493,816,698 (ThCh$ 23,740,972) in Hidroeléctrica El Chocón and Ar$ 43,989,703 (ThCh$ 2,114,870) in Central Costanera S.A.

According to a technical report issued by VOSA in December 2015, gas turbines in the simple cycle power plant had passed all performance tests and their operational performance was outstanding. At 2015 year end it only remained very few components and equipment pending to be imported in order to complete the second stage of the construction (combined cycle power plant). Therefore, it was concluded that there existed certainty about the completion of the whole project.

On February 12, 2016 General Electric International Inc. (GE), the supplier in charge of the plant construction, made a claim to the VOSA Trust for the recognition of cost increases. The first stage of the negotiation between both parties ended without reaching an agreement between them. In any case, GE has not called for the arbitration stage, as allowed by their signed agreement. VOSA believes that such claims are unfounded and unjustified. Notwithstanding the foregoing, the claim could have an impact on the timing of completion of the construction second phase of the project, and GE may incur in milestones breaches of the work-plan agreed. VOSA, acting on behalf of the Trust VOSA, is executing contractual guarantees against such breaches. Nevertheless, in the opinion of the management of the Company, although this situation could eventually have an impact on the initial timeline set for completion of the project, it does not affect the completion of the second phase of the project itself.

 

    On July 25, 1990, the Italian Government authorized MedioCredito Centrale to grant a financial loan to the Government of the Republic of Argentina of up to US$ 93,995,562 aimed to finance the acquisition of assets and the delivery of services of Italian origin, used in the restoration of four groups at the thermal station owned by Servicios Eléctricos del Gran Buenos Aires (“SEGBA”) (Electric Services for Great Buenos Aires). This loan financed the acquisition of assets and services included in the Work Order No. 4322 (the “Order”) issued by SEGBA in favour of a consortium headed by Ansaldo S.p.A. from Italy.

In accordance with the terms of the “Contract related to the Work Order No. 4322”: (i) SEGBA granted to Central Costanera S.A. a power to manage the execution of the services contained in the Order, and it performed the works and services that according to the Order corresponded to SEGBA; and (ii) Central Costanera S.A. undertook to pay to the Secretary of Energy of the Nation (the “Secretary of

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Energy”) the capital instalments plus interests originated by the loan granted by MedioCredito Centrale, at an annual rate of 1.75% (the “Contract”).

As a collateral for the compliance with the economic obligations undertaken by Central Costanera S.A., the buyers set up a pledge over the total shares owned by them. In the event of non-compliance which provokes the execution of the collateral, the Secretary of Energy will be entitled to immediately proceed with the sale of the pledged shares through a public bid, and it could exercise the political rights related to the pledged shares.

By reason of application of Law No. 25,561, Decree No. 214/02 and its regulatory stipulations, the payment obligation by Central Costanera S.A. resulting from the Contract and subject to the Argentinian legislation was mandatorily converted into Argentine pesos, at an exchange rate of one Argentine peso equivalent to one U.S. dollar, plus the application of the stabilization reference coefficient (“CER”), maintaining the original interest rate of the obligation.

On January 10, 2003, the National Executive Power enacted Decree No. 53/03 which amended Decree No. 410/02 by incorporating a paragraph j) in its first article. By means of this standard, the obligation to deliver funds in foreign currency to the province states, municipalities, companies of the public and private sector and the National Government originated by subsidiary or other nature loans and guarantors originally financed by multilateral credit organizations, or originated by liabilities assumed by the National Treasury and refinanced with external creditors is exempt from the mandatory conversion into Argentine pesos.

Central Costanera S.A. considers that the loan resulting from the Contract does not match with any of the assumptions provided for in Decree No. 53/03, and even if it did, there are solid grounds to consider Decree No. 53/03 unconstitutional since it evidently violates the principle of equality and the right of property as established in the National Constitution.

On May 30, 2011, the company repaid the last instalment of the loan’s capital and notified this fact to the Secretary of Energy and to the Secretary of Finance and, even if as of the date of these financial statements the Secretary of Energy has not made any claim for the payments effected by Central Costanera S.A., on October 22, 2015 we received a letter from the Secretary of Finance–Directorate for the Administration of the Public Debt, which indicates that the Ministry of Economy and Public Finance included the balance of the debt for the financial credit with MedioCredito Centrale in the agreement entered into with the Club of Paris creditors on April 30, 2014. According to the letter, the Secretary also claims from Costanera the reimbursement of US$ 5,472,703.76, corresponding to the two payments made by National State under that agreement.

As a result, Central Costanera S.A. rejected the indicated requirement indicating, among other, that (i) it does not have a debt related to the Contract since on May 30, 2011, the company repaid the last instalment of it and notified such circumstance to the Secretary of Energy and to the Secretary of Finance, (ii) the creditor has not expressed any caution to the Contract payments derived from the mandatory conversion into Argentine pesos imposed by the Argentinian legislation, and (iii) notwithstanding the fact that the company does not acknowledge the terms of the agreement entered into with the Club of Paris creditors, the decisions of the Argentinian Government regarding the debt with such organization are unrelated to the company.

The Secretary of Finance, due to the rejection from Costanera, submitted the DADP Note No. 2127/2015 attaching Resolution DGAJ No. 257501 from the Ministry of Economy and Public Finance,

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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insisting on the existence of the debt and requesting the Company to pay the claimed amounts. The Company filed a hierarchy appeal so as to the Minister of Economy and Public Finance revoke the petition of the note due to lack of legitimacy.

 

    On January 28, 2015, at the Extraordinary Shareholders Meeting it was approved the amendment to Article 1 of Costanera’s by-laws, changing its corporate name to “Central Costanera S.A.”. On March 28, 2016, the National Stock Commission approved the corporate name’s change and submitted the file to register the by-laws amendment with the Justice General Inspection, which was formally registered under number 10,302 of Book 79 of Stock Corporations on June 9, 2016.

 

32 PERSONNEL FIGURES

The Group personnel, including that of subsidiaries and jointly-controlled companies in the four Latin American countries where the Group is present, is distributed as follows as of June 30, 2016:

 

Country   6-30-2016    

Four months

ended 6-30-2016

 
 

Managers and

Main Executives

   

Professionals

and Technicians

   

Workers and

Others

    Total     Average  

 Chile

    —            1          —            1          2     

 Argentina

    8          487          51          546          538     

 Peru

    16          238          —            254          258     

 Colombia

    11          498          13          522          523     

 Total

    35          1,224          64          1,323          1,321     

 

33 SANCTIONS

The following sanctions have been received from administrative authorities:

 

  a) Endesa Américas S.A. and subsidiaries

 

1. Endesa Américas S.A.

 

    During the four months ended June 30, 2016, no sanctions have been imposed by administrative authorities.

 

2. Hidroeléctrica El Chocón S.A. (El Chocón)

 

    During the four months ended June 30, 2016, no sanctions have been imposed by administrative authorities.

 

3. Central Costanera S.A. (Central Costanera)

 

    As of June 30, 2016, the company has a fine pending resolution, imposed by the Federal Administration of Public Revenue (“AFIP” for its acronym in Spanish) for the year 2015 amounted to Ar$ 58,479.75 (approximately ThCh$ 2,572). Also, along with this fine, the payment of difference in taxes of Ar$ 9,746.63 (approximately ThCh$ 429) was imposed for breaching of Article 970 of the Customs Code (i.e., for not having re-imported of temporarily exported goods back to the country within the period granted). The company appealed to the sanction because it duly complied in time and substance with the re-importing the goods temporary exported, which was evidenced from the corresponding supporting documentation.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    During the four months ended June 30, 2016, the company received a fine, imposed by the National Prefecture of Argentina (“PNA” for its acronym in Spanish) for Ar$ 52,500 (approximately ThCh$ 2,309), for the breach of the Article No. 807.0107 of REGINAVE by dumping of polluting product to the waters of the Rio de la Plata, from one of the landfills in the power station. The fine was paid as of June 13, 2016.

 

4. Edegel S.A.A. (Edegel)

 

    In June 2016, Edegel received a number of fines from the Energy and Mining Investment Supervisory Agency (“OSINERGMIN” for its acronym in Spanish) for noncompliance with the technical and commercial standards for a total of S/. 1,447,052.58 (approximately ThCh$ 290,716). The company paid S/. 220,954.22 (approximately ThCh$ 44,390).

 

    In June 2016, Edegel received fines from the fiscal authority in Peru (“SUNAT” for its acronym in Spanish) for breaching the tax regulation for a total of S/. 28,966,061.52 (approximately ThCh$ 5,819,345). The company paid S/. 317,300 (approximately ThCh$ 63,746).

 

    In June 2016, Edegel received one (1) fine from Callahuanca Municipality for noncompliance with security rules for a total of S/. 37,000 (approximately ThCh$ 7,433). The company challenged the fine, consequently it has not been paid.

 

5. Chinango S.A.C. (Chinango)

 

    In June 2016 Chinango received a number of fines from the OSINERGMIN for noncompliance with the technical and commercial standards for a total of S/. 97,607 (approximately ThCh$ 19,609). Company paid all the fines received.

 

    In June 2016 Chinango received a number of fines from SUNAT for breaching the tax regulation for a total of S/. 2,405,427 (approximately ThCh$ 483,256). No fines have been paid as of the date of these financial statements.

 

6. Empresa Generadora de Energía Eléctrica S.A. (Emgesa)

 

    As of June 30, 2016 there is no any pending resolution that involves a possible fine from the Superintendency of Public Services, for consistent breaches of the regulation, specifically Law No. 142, Law No. 143 and Regulation issued by the Energy and Gas Regulatory Commission (“CREG” for its acronym in Spanish). With a cut-off as of June 30, 2016, this authority closed 2013 with one (1) sanctioning procedure for reasons similar to those mentioned in this paragraph whose fine (with no monetary value) was pending.

 

    As of June 30, 2016, the ruling of the National Environmental Licensing Authority (“ANLA” for its acronym in Spanish) in respect of the appeal filed by the Resolution No. 0381 as of April 7, 2016, was pending. The subject of appeal was a fine imposed on Emgesa, amounting to ThCP 2,503,259 (approximately ThCh$ 567,728), for the alleged breach of the Environmental License, in relation to the withdrawal of wood and forestry biomass product from the reservoir basin of the el Quimbo hydro electrical project.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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7. Sociedad Portuaria Central Cartagena (SPCC)

 

    As of June 30, 2016 there is no any pending resolution that involves a possible fine from the Superintendence of Ports and Transportation for violations of Law No. 001 of 1991 or other regulatory provisions governing the port activity in Colombia. Cutting as of June 30, 2016, the authority closed in 2014 one (1) sanctioning procedure involving the payment of ThCP 2,142 (approximately ThCh$ 486), for reporting accounting and financial information for the 2010 year within the improper time period.

 

  b) Associated companies

1. Enel Brasil S.A. and subsidiaries

1.1 Ampla Energía S.A. (Ampla)

 

    As of June 30, 2016 the company has 3 fines pending resolutions, imposed by National Electrical Energy Agency (“ANEEL” for its acronym in Spanish) related to quality of service and other formalities for € 2,026,659 (approximately ThCh$ 1,490,609). No infringement proceeding has been closed in 2016.

 

    As of June 30, 2016, the company has 143 fines pending resolutions, imposed by environmental agencies (Brazilian Institute of Environment and Natural Renewable Resources (“IBAMA” for its acronym in Portuguese) and Chico Mendes Institute for Biodiversity Conservation (“ICM-Bio” for its acronym in Portuguese)) for irregular plant removal, lack of environmental license, death of animals and others for € 1,437,795 (approximately ThCh$ 1,057,499). In 2016 two infringement proceedings have been closed by payment of € 3,102 (approximately ThCh$ 2,282) for death of animals and lack of environmental license.

 

    As of June 30, 2016, the company has 39 fines pending resolutions, imposed by the Consumer Defence and Protection Agency (“PROCON” for its acronym in Portuguese) for quality of service, improper collection, electrical damage and other issues for the amount of € 2,765,466 (approximately ThCh$ 2,034,002). No infringement proceeding has been closed in 2016.

 

    As of June 30, 2016, the company has 14 pending infringement proceedings initiated by the employee defence agencies (SRTE) for breaches of formalities and some security procedures without defined value* as of the date of these financial statements. In 2016 three infringement proceedings related to the abovementioned issues have been closed by payment of € 1,703 (approximately ThCh$ 1,253). (*) Clarification: The value of some fines will be defined after Ampla presents certain information.

1.2 Compañía Energética Do Ceará S.A. (Coelce)

 

    As of June 30, 2016, the company has 7 fines pending resolution, imposed by ANEEL or its local representative (ARCE) for quality of service, quality of customer service, return of improper collection to municipalities and other formalities for the total amount of € 17,154,414 (approximately ThCh$ 12,617,079). In 2016 11 procedures have been closed by payment of € 5,380,698 (approximately ThCh$ 3,957,506) specifically related to an accident with population and to return of improper payment to municipalities.

 

    As of June 30, 2016, the company has 1 fine pending resolution, imposed by environmental agencies (IBAMA and ICM-Bio) for lack of environmental license for € 5,640 (approximately ThCh$ 4,148). No infringement proceeding has been closed in 2016.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    As of June 30, 2016, the company has 11 fines pending resolution, imposed by Consumer Defence and Protection Autarchy (PROCON/CE and DECON/CE) for quality of service, rates, electrical damage and others for the total amount of € 1,857,349 (approximately ThCh$ 1,366,081). In 2016 one infringement procedure related to the abovementioned issued has been closed by payment of the amount of € 608.

 

    As of June 30, 2016, the company has 16 pending infringement procedures initiated by the employee defence agencies (SRTE) for breaches of formalities and some security procedures for the total amount of € 2,574,539 (approximately ThCh$ 1,893,575). No infringement proceeding has been closed in 2016.

1.3 Compañía de Interconexión Energética S.A. (CIEN)

 

    As of June 30, 2016 there is no fine pending resolution, imposed by the ANEEL. No infringement proceeding has been closed in 2016.

 

    As of June 30, 2016, the company has one (1) fine pending resolution, imposed by the employee defence agencies (SRTE) for € 953 (approximately ThCh$ 701). No infringement proceeding has been closed in 2016.

 

    As of June 30, 2016 there is no fine pending resolution in respect of other issues (environmental). No infringement proceeding has been closed in 2016.

1.4. Transportadora de Energía S.A. (TESA, o Transener S.A.)

 

    During the four months ended June 30, 2016, no sanctions have been imposed by administrative authorities.

1.5. Compañía de Transmisión del Mercosur S.A. (CTM S.A.)

 

    During the four months ended June 30, 2016, no sanctions have been imposed by administrative authorities.

The Company and its Board of Directors have not received other fines from the SVS nor from other administrative authorities.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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34 ENVIRONMENT

Environmental expenses for four months ended June 30, 2016 are as follows:

 

Company   Project name   Description  

Project
status
(Terminated,

In process)

   

Four months ended 6-30-2016

ThCh$

 
        Disbursements     Amortized     Expenses     Future
disbursements
    Estimated date of
future
disbursement
    Total
disbursement
 

 EMGESA

    Hydro environment management     Termozipa hoppers improvement     In process        307,398          307,398          —            —            —            307,398     
      Payment of operating limits     In process        15,180          15,180          —            —            —            15,180     

 EDEGEL

    Preventive activities     Biodiversity protection of the environment, wastewater treatment     Terminated        17,736          —            17,736          113,603          12-31-2016          131,339     
    Environment studies     Studies on environmental issues     Terminated        2,087          —            2,087          34,832          12-31-2016          36,919     
    Waste management     Hazardous waste management     Terminated        103,586          —            103,586          1,223          12-31-2016          104,809     
    Mitigations and Restorations     Protection and recovery of soil and water     Terminated        —            —            —            18,600          12-31-2016          18,600     
    Environment monitoring     Air and climate protection, noise reduction, protection against radiation     Terminated        73,326          —            73,326          24,183          12-31-2016          97,509     
    Landscaping and Green Areas     Maintenance of green areas and wildlife     Terminated        43,969          —            43,969          56,570          12-31-2016          100,539     

 CHINANGO        

    Preventive activities     Biodiversity protection of the environment, wastewater treatment     Terminated        —            —            —            5,283          12-31-2016          5,283     
    Impacts compensation     Compensations, green areas increases     Terminated        —            —            —            3,664          12-31-2016          3,664     
    Environment studies     Studies on environmental issues     Terminated        595          —            595          17,835          12-31-2016          18,430     
    Waste management     Hazardous waste management     Terminated        19,710          —            19,710          24,001          12-31-2016          43,711     
    Mitigations and Restorations     Protection and recovery of soil and water     Terminated        —            —            —            9,300          12-31-2016          9,300     
    Environment monitoring     Air and climate protection, noise reduction, protection against radiation     Terminated        125,382          —            125,382          64,054          12-31-2016          189,436     
    Landscaping and Green Areas     Maintenance of green areas and wildlife     Terminated        3,446          —            3,446          2,564          12-31-2016          6,010     
              Total        712,415          322,578          389,837          375,713                  1,088,128     

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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35 FINANCIAL INFORMATION ON SUBSIDIARIES, SUMMARIZED

As of June 30 and March 1, 2016 the summarized financial information of our principal subsidiaries under IFRS is as follows:

 

  As of 6-30-2016  

Financial

Statements

  

Current

Assets

    

Non-current

Assets

     Total Assets     

Current

Liabilities

    

Non-current

Liabilities

     Equity     

Total Liabilities

and equity

 
        ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

  Endesa Argentina S.A.

    Separate      1,350,460           26,555,655           27,906,115           (132,948)           —              (27,773,167)           (27,906,115)     

  Central Costanera S.A.

    Separate      33,387,444           132,740,097           166,127,541           (108,069,277)           (46,486,047)           (11,572,217)           (166,127,541)     

  Hidroinvest S.A.

    Separate      566,481           9,250,225           9,816,706           (476,695)           —              (9,340,011)           (9,816,706)     

  Hidroeléctrica El Chocón S.A.

    Separate      52,257,745           213,354,205           265,611,950           (71,102,749)           (53,493,931)           (141,015,270)           (265,611,950)     

  Southem Cone Power Argentina S.A.

    Separate      —             —             —             —              —              —              —        

  Emgesa S.A. E.S.P.

    Separate      180,966,352           1,827,667,647           2,008,633,999           (373,765,910)           (912,347,449)           (722,520,640)           (2,008,633,999)     

  Generandes Perú S.A.

    Separate      578,194           217,505,849           218,084,043           (3,744)           —              (218,080,299)           (218,084,043)     

  Edegel S.A.A.

    Separate      147,240,877           692,721,019           839,961,896           (122,692,645)           (163,234,205)           (554,035,046)           (839,961,896)     

  Chinango S.A.C.

    Separate      9,511,266           107,368,911           116,880,177           (7,008,056)           (36,850,025)           (73,022,096)           (116,880,177)     

  Group Generandes Perú

    Consolidated        157,004,787           783,731,493           940,736,280           (129,378,894)           (200,084,230)           (611,273,156)           (940,736,280)     

  Group Endesa Argentina

    Consolidated        86,329,168           347,382,582           433,711,750           (178,548,708)           (98,485,656)           (156,677,386)           (433,711,750)     

 

  Four months ended 6-30-2016  

Financial

Statements

  Revenues     Costs     Contribution
margin
    Gross
operating
income
    Net
operating
income
    Financial
results
    Profit
before tax
    Income tax
expense
    Net profit
(loss)
    Other
comprehensive
income
    Total
comprehensive
income
 
       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

  Endesa Argentina S.A.

    Separate     —          —          —          (38,125     (38,125     336,151        298,026        (104,326     193,700        (6,447,036     (6,253,336

  Central Costanera S.A.

    Separate     45,372,111        (2,247,766     43,124,345        19,459,234        10,656,140        (12,867,605     (2,133,370     1,801,889        (331,481     (2,960,630     (3,292,111

  Hidroinvest S.A.

    Separate     —          —          —          (8,029     (8,029     7,260        (769     (9,760     (10,529     (2,202,305     (2,212,834

  Hidroeléctrica El Chocón S.A.

    Separate     16,407,191        (1,805,308     14,601,883        11,223,378        10,224,234        22,545,381        33,281,774        (11,480,424     21,801,350        (30,144,954     (8,343,604

  Southem Cone Power Argentina S.A.

    Separate     —          —          —          —          —          —          —          —          —          (70,141     (70,141

  Emgesa S.A. E.S.P.

    Separate     432,998,341        (171,489,068     261,509,273        235,166,518        213,617,279        (48,805,952     163,149,565        (67,046,529     96,103,036        23,236,816        119,339,852   

  Generandes Perú S.A.

    Separate     —          —          —          (3,917     (3,917     15,373        3,204,742        1,701        3,206,443        (7,654,624     (4,448,181

  Edegel S.A.A.

    Separate     188,524,522        (84,775,820     103,748,702        85,286,040        65,140,356        (3,521,382     66,257,487        (18,135,191     48,122,296        (16,974,712     31,147,584   

  Chinango S.A.C.

    Separate     19,484,855        (4,291,015     15,193,840        13,015,056        11,447,943        (296,663     11,151,280        (3,212,671     7,938,609        (1,762,632     6,175,977   

  Group Generandes Perú

    Consolidated     207,842,323        (88,899,781     118,942,542        98,297,180        76,584,382        (3,802,672     75,913,093        (21,346,161     54,566,932        (8,807,887     45,759,045   

  Group Endesa Argentina

    Consolidated     61,177,749        (4,053,074     57,124,675        30,636,458        20,834,221        9,867,867        31,252,833        (9,792,620     21,460,213        (34,071,251     (12,611,038

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  As of 3-1-2016  

Financial

Statements

  

Current

Assets

    

Non-current

Assets

     Total Assets     

Current

Liabilities

    

Non-current

Liabilities

     Equity     

Total Liabilities

and equity

 
        ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

  Endesa Argentina S.A.

    Separate      1,611,893           26,509,155           28,121,048           (580,335)           —             (27,540,713)           (28,121,048)     

  Central Costanera S.A.

    Separate      23,147,595           122,993,227           146,140,822           (91,415,465)           (50,471,060)           (4,254,297)           (146,140,822)     

  Hidroinvest S.A.

    Separate      545,468           9,309,514           9,854,982           (450,062)           —             (9,404,920)           (9,854,982)     

  Hidroeléctrica El Chocón S.A.

    Separate      42,354,375           224,499,336           266,853,711           (68,785,142)           (57,075,615)           (140,992,954)           (266,853,711)     

  Southem Cone Power Argentina S.A.

    Separate      6,518           468,768           475,286           (10,447)           —             (464,839)           (475,286)     

  Emgesa S.A. E.S.P.

    Separate      268,669,014           1,675,079,597           1,943,748,611           (329,249,524)           (846,971,210)           (767,527,877)           (1,943,748,611)     

  Generandes Perú S.A.

    Separate      603,152           212,611,215           213,214,367           (49,448)           —             (213,164,919)           (213,214,367)     

  Edegel S.A.A.

    Separate      125,882,577           677,417,790           803,300,367           (109,352,631)           (179,109,130)           (514,838,606)           (803,300,367)     

  Chinango S.A.C.

    Separate      8,899,917           105,901,876           114,801,793           (6,732,966)           (38,264,879)           (69,803,948)           (114,801,793)     

  Group Generandes Perú

    Consolidated        135,183,908           758,454,766           893,638,674           (115,933,309)           (217,374,009)           (560,331,356)           (893,638,674)     

  Group Endesa Argentina

    Consolidated        66,848,458           349,149,001           415,997,459           (160,420,132)           (105,989,598)           (149,587,729)           (415,997,459)     

 

36 SUBSEQUENT EVENTS

There are no subsequent events that have occurred between July 1, 2016 and the issuance date of these financial statements other than those include in these interim consolidated financial statements.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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APPENDIX 1 GROUP COMPANIES

This appendix is part of Note 2.4, “Subsidiaries”. It presents the Group’s percentage of control in each subsidiary.

 

Taxpayer 

ID No.

(RUT)

 

Company

(in alphabetical order)

  Functional Currency  

Percentage of control as of

6-30-2016

   

Percentage of control as of

3-1-2016

    Relationship   Country   Activity
      Direct     Indirect     Total     Direct     Indirect     Total        

Foreign

  Chinango S.A.C.   Peruvian sol     0.00     80.00     80.00     0.00     80.00     80.00   Subsidiary   Peru   Electric energy generation, sales, and distribution

Foreign

  Edegel S.A.A   Peruvian sol     29.40     54.20     83.60     29.40     54.20     83.60   Subsidiary   Peru   Electric energy generation, sales, and distribution

Foreign

  Empresa Generadora de Energía Eléctrica S.A. (Emgesa)   Colombian peso     56.43     0.00     56.43     56.43     0.00     56.43   Subsidiary   Colombia   Electric energy generation

Foreign

  Emgesa Panama S.A.   U.S. dollar     0.00     56.43     56.43     0.00     56.43     56.43   Subsidiary   Colombia   Electric energy purchases and sales

Foreign

  Endesa Argentina S.A.   Argentine peso     99.66     0.34     100.00     99.66     0.34     100.00   Subsidiary   Argentina   Portfolio company

Foreign

  Central Costanera S.A.   Argentine peso     24.85     50.82     75.67     24.85     50.82     75.67   Subsidiary   Argentina   Electric energy generation and sales

Foreign

  Generandes Perú S.A.   Peruvian sol     61.00     0.00     61.00     61.00     0.00     61.00   Subsidiary   Peru   Portfolio company

Foreign

  Hidroeléctrica El Chocón S.A. (H. El Chocón S.A.)   Argentine peso     2.48     65.19     67.67     2.48     65.19     67.67   Subsidiary   Argentina   Electric energy production and sales

Foreign

  Hidroinvest S.A.   Argentine peso     41.94     54.15     96.09     41.94     54.15     96.09   Subsidiary   Argentina   Portfolio company

Foreign

  Ingendesa do Brasil Ltda.   Brazilian real     1.00     99.00     100.00     1.00     99.00     100.00   Subsidiary   Brazil   Project engineering consulting

Foreign

  Sociedad Portuaria Central Cartagena S.A.   Colombian peso     0.00     94.95     94.95     0.00     94.95     94.95   Subsidiary   Colombia   Investment, construction and maintenance of public or private wharves and  ports

Foreign

  Southern Cone Power Argentina S.A.   Argentine peso     98.00     2.00     100.00     98.00     2.00     100.00   Subsidiary   Argentina   Portfolio company

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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APPENDIX 2 ASSOCIATED COMPANIES

This appendix is part of Note 2.5, “Investments in associated companies”.

 

Taxpayer  

ID No.  

 

Company

(in alphabetical order)

  Functional currency  

Ownership Interest

as of 6-30-2016

   

Ownership Interest

as of 3-1-2016

    Relationship   Country   Activity
      Direct     Indirect     Total     Direct     Indirect     Total        

Foreign

  Distrilec Inversora S.A. (*)   Argentine peso     0.89     0.00     0.89     0.89     0.00     0.89   Associate   Argentina   Portfolio company

Foreign

  Enel Brasil S.A.   Brazilian real     34.64     4.00     38.64     34.64     4.00     38.64   Associate   Brazil   Portfolio company

Foreign

  Endesa Cemsa S.A.   Argentine peso     0.00     45.00     45.00     0.00     45.00     45.00   Associate   Argentina   Wholesale purchase and sale of electric energy

Foreign

  Central Térmica Manuel Belgrano   Argentine peso     0.00     24.18     24.18     0.00     24.18     24.18   Associate   Argentina   Production and marketing of electric energy

Foreign

  Central Térmica San Martin   Argentine peso     0.00     24.18     24.18     0.00     24.18     24.18   Associate   Argentina   Production and marketing of electric energy

Foreign

  Central Vuelta Obligada S.A.   Argentine peso     0.00     3.45     3.45     0.00     3.45     3.45   Associate   Argentina   Production and marketing of electric energy

 

(*) Significant influence is exercised through Endesa Américas’s parent 51.5% ownership of Distrilec Inversora S.A.

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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APPENDIX 3 ADDITIONAL INFORMATION ON FINANCIAL DEBT

This appendix is part of Note 16, “Other financial liabilities”.

The following tables present the contractual undiscounted cash flows by type of financial debt:

a) Bank loans

 

    Summary of bank loans by currency and maturity

 

Country    Currency     Effective
Interest Rate
    Nominal
Interest Rate
    Balance as of 6-30-2016  
        Current     Non-current  
        One to
three
months
   

Three to

twelve months

    Total    

One to

two years

   

Two to

three years

   

Three to

four years

   

Four to

five years

   

More than

five years

    Total  
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        2.69     2.64     1,083,404        17,748,026        18,831,430        19,457,873        846,739        —          —          —          20,304,612   

Argentina

    Ar$        39.02     34.26     1,671,432        1,479,358        3,150,790        93,996        —          —          —          —          93,996   

Colombia

    CP        7.43     7.24     2,478,362        72,537,019        75,015,381        14,036,986        13,269,259        12,501,531        11,733,805        25,975,704        77,517,285   

Colombia

    Sol        5.82     5.65     603,041        42,947,052        43,550,093        —          —          —          —          —          —     

Total

                            5,836,239        134,711,455        140,547,694        33,588,855        14,115,998        12,501,531        11,733,805        25,975,704        97,915,893   

 

Country    Currency   Effective
Interest Rate
    Nominal
Interest Rate
    Balance as of 3-1-2016  
        Current     Non-current  
        One to
three
months
   

Three to

twelve months

    Total    

One to

two years

   

Two to

three years

   

Three to

four years

   

Four to

five years

   

More than

five years

    Total  
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

  US$     2.83     2.73     26,056,914        3,169,375        29,226,289        21,105,939        1,184,127        —          —          —          22,290,066   

Argentina

  Ar$     46.59     39.59     2,539,698        3,804,882        6,344,580        644,159        —          —          —          —          644,159   

Colombia

  CP     6.92     6.76     2,223,861        36,045,555        38,269,416        40,973,208        12,381,536        11,691,590        11,001,643        28,865,246        104,913,223   

Colombia

  Sol     5.82     5.65     611,058        42,740,224        43,351,282        —          —          —          —          —          —     

Total

                        31,431,531        85,760,036        117,191,567        62,723,306        13,565,663        11,691,590        11,001,643        28,865,246        127,847,448   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    Identification of bank loans by company

 

Taxpayer
ID No.

(RUT)

  Company     Country    

Taxpayer
ID No.

(RUT)

    Company   Country     Currency     Nominal
Interest
Rate
    Balance as of 6-30-2016  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total     One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Chinango S.A.C.        Peru        Foreign      Banco de Credito del Peru     Peru        US$        2.39     293,434        873,615        1,167,049        17,457,791        —          —          —          —          17,457,791   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.44     434,243        1,281,358        1,715,601        836,429        —          —          —          —          836,429   

Foreign

    Chinango S.A.C.        Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.55     304,533        898,740        1,203,273        1,163,653        846,739        —          —          —          2,010,392   

Foreign

    Edegel S.A.A        Peru        Foreign      Bank Nova Scotia     Peru        US$        1.40     51,194        14,694,313        14,745,507        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      BBVA Colombia     Colombia        CP        8.30     1,060,683        9,856,054        10,916,737        10,351,039        9,785,341        9,219,643        8,653,946        19,159,936        57,169,905   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Bogota     Colombia        CP        8.34     378,805        3,509,171        3,887,976        3,685,947        3,483,918        3,281,888        3,079,859        6,815,768        20,347,380   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      BBVA Colombia     Colombia        CP        7.48     522,345        28,088,687        28,611,032        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Peru     Colombia        Sol        5.66     276,723        19,637,370        19,914,093        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Peru     Colombia        Sol        5.73     186,156        13,065,949        13,252,105        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      Banco de Crédito del Peru     Colombia        Sol        5.52     140,162        10,243,733        10,383,895        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign      The Bank Of Tokyo     Colombia        CP        7.00     516,529        31,083,107        31,599,636        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Galicia     Argentina        Ar$        40.56     219,535        394,728        614,263        —          —          —          —          —          —     

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Itaú Argentina     Argentina        Ar$        45.97     88,145        162,216        250,361        13,824        —          —          —          —          13,824   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Santander Río     Argentina        Ar$        44.60     53,852        99,297        153,149        8,498        —          —          —          —          8,498   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Banco Supervielle     Argentina        Ar$        44.49     84,094        155,084        239,178        13,276        —          —          —          —          13,276   

Foreign

    Central Costanera S.A.        Argentina        Foreign      Citibank     Argentina        Ar$        37.00     266,670        497,224        763,894        43,580        —          —          —          —          43,580   

Foreign

    Central Costanera S.A.        Argentina        Foreign      ICBC Argentina     Argentina        Ar$        40.22     92,051        170,809        262,860        14,818        —          —          —          —          14,818   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Santander - Sindicated IV     Argentina        Ar$        39.22     203,726        —          203,726        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Itau- Sindicated IV     Argentina        Ar$        39.22     181,743        —          181,743        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Galicia - Sindicated IV     Argentina        Ar$        39.22     174,415        —          174,415        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Hipotecario - Sindicated IV     Argentina        Ar$        39.22     58,042        —          58,042        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Banco Ciudad -Sindicated IV     Argentina        Ar$        39.22     23,449        —          23,449        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina        Foreign      ICBC - Sindicated IV     Argentina        Ar$        39.22     225,710        —          225,710        —          —          —          —          —          —     

Total

                                                        5,836,239        134,711,455        140,547,694        33,588,855        14,115,998        12,501,531        11,733,805        25,975,704        97,915,893   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Taxpayer
ID No.

(RUT)

  Company   Country    

Taxpayer
ID No.

(RUT)

    Company   Country     Currency     Nominal
Interest
Rate
    Balance as of 3-1-2016  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total     One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

  Chinango S.A.C.     Peru        Foreign      Banco de Credito del Peru     Peru        US$        2.35     297,844        887,204        1,185,048        18,570,944        —          —          —          —          18,570,944   

Foreign

  Chinango S.A.C.     Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.37     457,463        1,351,739        1,809,202        1,320,762        —          —          —          —          1,320,762   

Foreign

  Chinango S.A.C.     Peru        Foreign      Bank Of Nova Scotia     Peru        US$        3.40     313,907        930,432        1,244,339        1,214,233        1,184,127        —          —          —          2,398,360   

Foreign

  Edegel S.A.A     Peru        Foreign      Bank Nova Scotia     Peru        US$        1.38     24,987,700        —          24,987,700        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign      BBVA Colombia     Colombia        CP        8.19     953,389        5,963,858        6,917,247        9,639,583        9,131,109        8,622,636        8,114,162        21,291,642        56,799,132   

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign      Banco de Bogota     Colombia        CP        8.22     340,262        2,124,265        2,464,527        3,431,901        3,250,427        3,068,954        2,887,481        7,573,604        20,212,367   

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign      BBVA Colombia     Colombia        CP        7.85     453,341        26,526,824        26,980,165        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign      Banco de Crédito del Peru     Colombia        CP        5.70     282,254        19,546,835        19,829,089        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign      Banco de Crédito del Peru     Colombia        CP        5.76     189,423        13,007,751        13,197,174        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign      Banco de Crédito del Peru     Colombia        CP        5.50     139,381        10,185,638        10,325,019        —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign      The Bank Of Tokyo     Colombia        CP        6.90     476,869        1,430,608        1,907,477        27,901,724        —          —          —          —          27,901,724   

Foreign

  Endesa Argentina S.A.     Argentina        Foreign      Citibank     Argentina        Ar$        34.00     29,266        360,840        390,106        —          —          —          —          —          —     

Foreign

  Central Costanera S.A.     Argentina        Foreign      Banco Galicia     Argentina        Ar$        39.75     183,608        464,148        647,756        148,993        —          —          —          —          148,993   

Foreign

  Central Costanera S.A.     Argentina        Foreign      Banco Itaú Argentina     Argentina        Ar$        42.50     74,984        191,058        266,042        73,080        —          —          —          —          73,080   

Foreign

  Central Costanera S.A.     Argentina        Foreign      Banco Santander Río     Argentina        Ar$        39.00     45,611        116,623        162,234        44,828        —          —          —          —          44,828   

Foreign

  Central Costanera S.A.     Argentina        Foreign      Banco Supervielle     Argentina        Ar$        40.00     72,915        185,161        258,076        70,489        —          —          —          —          70,489   

Foreign

  Central Costanera S.A.     Argentina        Foreign      Citibank     Argentina        Ar$        38.00     225,403        584,046        809,449        228,633        —          —          —          —          228,633   

Foreign

  Central Costanera S.A.     Argentina        Foreign      ICBC Argentina     Argentina        Ar$        39.75     78,656        202,018        280,674        78,136        —          —          —          —          78,136   

Foreign

  H. El Chocón S.A.     Argentina        Foreign      Banco Macro     Argentina        Ar$        38.45     931,668        —          931,668        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina        Foreign      Banco Santander - Sindicated IV     Argentina        Ar$        44.47     210,893        399,657        610,550        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina        Foreign      Banco Itau- Sindicated IV     Argentina        Ar$        44.47     188,136        356,531        544,667        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina        Foreign      Banco Galicia - Sindicated IV     Argentina        Ar$        44.47     180,551        342,156        522,707        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina        Foreign      Banco Hipotecario - Sindicated IV     Argentina        Ar$        44.47     60,083        113,862        173,945        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina        Foreign      Banco Ciudad - Sindicated IV     Argentina        Ar$        44.47     24,274        46,000        70,274        —          —          —          —          —          —     

Foreign

  H. El Chocón S.A.     Argentina        Foreign      ICBC - Sindicated IV     Argentina        Ar$        44.47     233,650        442,782        676,432        —          —          —          —          —          —     

Total

                                                    31,431,531        85,760,036        117,191,567        62,723,306        13,565,663        11,691,590        11,001,643        28,865,246        127,847,448   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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b) Secured and unsecured liabilities

 

    Summary of secured and unsecured liabilities by currency and maturity

 

Country   Currency     Effective
Interest Rate
    Nominal
Interest Rate
    Balance as of 6-30-2016  
        Current     Non-current  
        One to
three
months
    Three to
twelve
months
    Total     One to two
years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
    Total  
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.61     6.50     13,817,723        1,281,317        15,099,040        8,148,786        6,494,065        830,315        7,158,328        9,484,852        32,116,346   

Peru

    Sol        6.40     6.30     157,515        472,546        630,061        630,062        630,062        5,375,515        318,460        5,349,548        12,303,647   

Colombia

    CP        12.79     12.29     24,448,254        109,971,850        134,420,104        91,812,000        221,340,641        170,190,775        222,808,954        536,963,183        1,243,115,553   

Total

                            38,423,492        111,725,713        150,149,205        100,590,848        228,464,768        176,396,605        230,285,742        551,797,583        1,287,535,546   

 

Country   Currency     Effective
Interest Rate
    Nominal
Interest Rate
    Balance as of 3-1-2016  
        Current     Non-current  
        One to
three
months
    Three to
twelve
months
    Total     One to
two years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
    Total  
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Peru

    US$        6.61     6.50     657,066        15,390,628        16,047,694        8,636,304        6,914,130        845,649        7,611,573        9,994,136        34,001,792   

Peru

    Sol        6.40     6.30     152,979        458,937        611,916        611,916        611,916        5,353,350        314,562        5,334,306        12,226,050   

Colombia

    CP        12.09     11.64     22,573,504        103,375,924        125,949,428        83,578,074        208,674,315        107,530,981        261,688,421        507,453,499        1,168,925,290   

Total

                            23,383,549        119,225,489        142,609,038        92,826,294        216,200,361        113,729,980        269,614,556        522,781,941        1,215,153,132   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    Identification of secured and unsecured liabilities by company

 

Taxpayer ID No.
(RUT)
  Company     Country     Taxpayer
ID No.
(RUT)
    Company     Country     Currency     Nominal
Interest
Rate
    Secured
(Yes/
No)
    Balance as of 6-30-2016  
                  Current     Non-current  
                  One to
three
months
    Three to
twelve
months
    Total     One to two
years
    Two to three
years
    Three to
four years
    Four to five
years
    More than
five years
    Total  
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        Sol        6.33     No        79,615        238,845        318,460        318,460        318,460        318,460        318,460        5,349,548        6,623,388   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        Sol        6.19     No        77,900        233,701        311,601        311,602        311,602        5,057,055        —          —          5,680,259   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        US$        6.56     No        108,604        325,813        434,417        434,417        434,417        434,417        434,417        9,484,852        11,222,520   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        US$        8.04     No        108,783        326,348        435,131        435,131        5,663,750        —          —          —          6,098,881   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        6.89     No        6,662,962        —          6,662,962        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        6.20     No        6,727,656        —          6,727,656        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        5.98     No        98,974        296,923        395,897        395,898        395,898        395,898        6,723,911        —          7,911,605   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        6.69     No        110,744        332,233        442,977        6,883,340        —          —          —          —          6,883,340   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B09-09        Colombia        CP        13.47     No        1,669,470        5,008,410        6,677,880        6,677,880        50,127,368        —          —          —          56,805,248   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B10        Colombia        CP        13.65     No        1,241,029        3,723,088        4,964,117        4,964,117        39,671,991        —          —          —          44,636,108   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B-103        Colombia        CP        15.49     No        1,495,256        41,112,851        42,608,107        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B12        Colombia        CP        13.67     No        695,252        2,085,756        2,781,008        2,781,008        2,781,008        2,781,008        2,781,008        20,582,618        31,706,650   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B15        Colombia        CP        13.95     No        439,807        1,319,422        1,759,229        1,759,229        1,759,229        1,759,229        1,759,229        17,299,819        24,336,735   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B6-13        Colombia        CP        12.07     No        1,045,735        3,137,206        4,182,941        4,182,941        4,182,941        35,697,642        —          —          44,063,524   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B6-14        Colombia        CP        11.29     No        840,462        2,521,386        3,361,848        3,361,848        3,361,848        32,858,298        —          —          39,581,994   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Foreign bonds        Colombia        CP        10.12     No        517,214        1,551,642        2,068,856        2,068,857        2,068,857        2,068,857        21,653,116        —          27,859,687   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo        Colombia        CP        10.12     No        3,716,816        11,150,447        14,867,263        14,867,263        14,867,263        14,867,263        155,604,107        —          200,205,896   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B10        Colombia        CP        11.33     No        1,930,961        5,792,884        7,723,845        7,723,845        7,723,845        7,723,845        7,723,845        79,740,046        110,635,426   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B10-14        Colombia        CP        11.70     No        1,238,331        3,714,994        4,953,325        4,953,326        4,953,326        4,953,326        4,953,326        56,800,540        76,613,844   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B12-13        Colombia        CP        12.81     No        2,640,478        7,921,435        10,561,913        10,561,914        10,561,914        10,561,914        10,561,914        127,361,626        169,609,282   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B15        Colombia        CP        11.45     No        1,300,746        3,902,237        5,202,983        5,202,982        5,202,982        5,202,982        5,202,982        79,255,570        100,067,498   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B16-14        Colombia        CP        12.01     No        1,108,449        3,325,346        4,433,795        4,433,795        4,433,795        4,433,795        4,433,795        76,451,576        94,186,756   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B6-13        Colombia        CP        12.07     No        338,957        1,016,872        1,355,829        1,355,829        1,355,829        11,570,782        —          —          14,282,440   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B6-14        Colombia        CP        11.29     No        705,354        2,116,063        2,821,417        2,821,418        2,821,418        27,576,202        —          —          33,219,038   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B3-16        Colombia        CP        11.17     No        1,490,029        4,470,087        5,960,116        5,960,116        57,331,395        —          —          —          63,291,511   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B7-16        Colombia        CP        12.34     No        2,033,908        6,101,724        8,135,632        8,135,632        8,135,632        8,135,632        8,135,632        79,471,388        112,013,916   

Total

                                                                    38,423,492        111,725,713        150,149,205        100,590,848        228,464,768        176,396,605        230,285,742        551,797,583        1,287,535,546   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Taxpayer ID No.
(RUT)
  Company     Country     Taxpayer
ID No.
(RUT)
    Company     Country     Currency     Nominal
Interest
Rate
    Secured
(Yes/
No)
    Balance as of 3-1-2016  
                  Current     Non-current  
                  One to
three
months
    Three to
twelve
months
    Total     One to two
years
    Two to three
years
    Three to
four years
    Four to five
years
    More than
five years
    Total  
                  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        Sol        6.31     No        78,640        235,921        314,561        314,562        314,562        314,562        314,562        5,334,306        6,592,554   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        Sol        6.28     No        74,339        223,016        297,355        297,354        297,354        5,038,788        —          —          5,633,496   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        US$        6.34     No        110,610        331,830        442,440        442,440        442,440        442,440        442,440        9,994,136        11,763,896   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Continental        Peru        US$        7.78     No        110,792        332,375        443,167        443,166        6,068,481        —          —          —          6,511,647   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        6.63     No        117,457        7,012,232        7,129,689        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        6.00     No        104,616        7,073,416        7,178,032        —          —          —          —          —          —     

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        5.78     No        100,802        302,407        403,209        403,209        403,209        403,209        7,169,133        —          8,378,760   

Foreign

    Edegel S.A.A        Peru        Foreign        Banco Scotiabank        Peru        US$        6.47     No        112,789        338,368        451,157        7,347,489        —          —          —          —          7,347,489   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B09-09        Colombia        CP        13.59     No        1,500,095        4,500,286        6,000,381        6,000,381        48,264,920        —          —          —          54,265,301   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B10        Colombia        CP        13.47     No        1,164,990        3,494,971        4,659,961        4,659,961        38,230,574        —          —          —          42,890,535   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B-103        Colombia        CP        13.49     No        1,678,988        40,692,369        42,371,357        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B12        Colombia        CP        13.78     No        625,006        1,875,018        2,500,024        2,500,024        2,500,024        2,500,024        2,500,024        19,829,978        29,830,074   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B15        Colombia        CP        13.78     No        412,770        1,238,311        1,651,081        1,651,081        1,651,081        1,651,081        1,651,081        16,593,684        23,198,008   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B6-13        Colombia        CP        11.97     No        307,622        922,867        1,230,489        1,230,490        1,230,490        11,087,216        —          —          13,548,196   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds B6-14        Colombia        CP        11.15     No        661,486        1,984,458        2,645,944        2,645,944        2,645,944        2,645,944        23,732,631        —          31,670,463   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Foreign bonds        Colombia        CP        10.17     No        472,138        1,416,413        1,888,551        1,888,550        1,888,550        1,888,550        20,607,562        —          26,273,212   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo        Colombia        CP        10.17     No        3,392,885        10,178,656        13,571,541        13,571,541        13,571,541        13,571,541        148,090,520        —          188,805,143   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B10        Colombia        CP        11.25     No        1,747,566        5,242,699        6,990,265        6,990,266        6,990,266        6,990,266        6,990,266        75,736,790        103,697,854   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B10-14        Colombia        CP        11.55     No        1,160,933        3,482,800        4,643,733        4,643,734        4,643,734        4,643,734        4,643,734        54,193,530        72,768,466   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B12-13        Colombia        CP        12.71     No        2,399,413        7,198,240        9,597,653        9,597,654        9,597,654        9,597,654        9,597,654        120,130,315        158,520,931   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B15        Colombia        CP        11.37     No        1,177,550        3,532,651        4,710,201        4,710,201        4,710,201        4,710,201        4,710,201        74,133,908        92,974,712   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B16-14        Colombia        CP        11.87     No        1,038,940        3,116,819        4,155,759        4,155,758        4,155,758        4,155,758        4,155,758        72,523,138        89,146,170   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B6-13        Colombia        CP        11.97     No        949,062        2,847,187        3,796,249        3,796,250        3,796,250        34,205,767        —          —          41,798,267   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B6-14        Colombia        CP        11.15     No        788,191        2,364,572        3,152,763        3,152,763        3,152,763        3,152,763        28,278,508        —          37,736,797   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B3-16        Colombia        CP        11.22     No        1,413,249        4,239,746        5,652,995        5,652,994        54,914,083        —          —          —          60,567,077   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Bonds Quimbo B7-16        Colombia        CP        12.40     No        1,682,620        5,047,861        6,730,481        6,730,482        6,730,482        6,730,482        6,730,482        74,312,156        101,234,084   

Total

                                                                    23,383,549        119,225,489        142,609,038        92,826,294        216,200,361        113,729,980        269,614,556        522,781,941        1,215,153,132   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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c) Finance lease obligations

 

  Identification of finance lease obligations by company

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company     Country     Currency   Nominal
Interest
Rate
    Balance as of 6-30-2016  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total     One to
two
years
    Two to
three
years
    Three
to four
years
    Four
to five
years
    More
than
five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A.        Peru        Foreign        Banco Scotiabank        Peru      US$     2.46     2,415,398        17,022,550        19,437,948        —          —          —          —          —          —     

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Banco Corpbanca        Colombia      CP     8.67     7,073        20,460        27,533        27,244        10,708        —          —          —          37,952   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Equirent S.A.        Colombia      CP     7.99     6,938        20,110        27,048        25,442        8,851        —          —          —          34,293   

Total

                                                        2,429,409        17,063,120        19,492,529        52,686        19,559        —          —          —          72,245   

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company     Country     Currency   Nominal
Interest
Rate
    Balance as of 3-1-2016  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total     One to
two years
    Two to
three
years
    Three
to four
years
    Four
to five
years
    More
than
five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Edegel S.A.A.        Peru        Foreign        Banco Scotiabank        Peru      US$     2.37     2,540,380        7,537,003        10,077,383        15,239,264        —          —          —          —          15,239,264   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Banco Corpbanca        Colombia      CP     10.80     6,461        18,744        25,205        25,358        17,796        —          —          —          43,154   

Foreign

    Emgesa S.A. E.S.P.        Colombia        Foreign        Equirent S.A.        Colombia      CP     6.55     6,351        18,455        24,806        24,302        15,396        —          —          —          39,698   

Total

                                                        2,553,192        7,574,202        10,127,394        15,288,924        33,192        —          —          —          15,322,116   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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d) Other obligations

 

  Identification of other obligations by company

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company   Country     Currency   Nominal
Interest
Rate
    Balance as of 3-1-2016  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total     One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Central Costanera S.A.        Argentina        Foreign      Mitsubishi (secured debt)      Argentina      US$     0.66     551,654        1,652,838        2,204,492        6,416,784        1,637,664        1,725,870        1,778,926        21,397,688        32,956,932   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Other     Argentina      Ar$     28.49     4,951,119        13,175,823        18,126,942        —          —          —          —          —          —     

Foreign

    Hidroinvest S.A.        Argentina        Foreign      Other     Argentina      US$     2.49     1,132        183,442        184,574        —          —          —          —          —          —     

Total

                                                    5,503,905        15,012,103        20,516,008        6,416,784        1,637,664        1,725,870        1,778,926        21,397,688        32,956,932   

 

Taxpayer

ID No.

(RUT)

  Company     Country     Taxpayer
ID No.
(RUT)
    Company   Country     Currency   Nominal
Interest
Rate
    Balance as of 3-1-2016  
                Current     Non-current  
                One to
three
months
    Three to
twelve
months
    Total     One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total  
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Foreign

    Central Costanera S.A.        Argentina        Foreign      Mitsubishi (secured debt)      Argentina      US$     0.25     575,060        1,723,066        2,298,126        6,225,880        1,745,358        1,834,455        1,886,993        22,681,019        34,373,705   

Foreign

    H. El Chocón S.A.        Argentina        Foreign      Other     Argentina      Ar$     28.78     4,445,098        12,022,730        16,467,828        —          —          —          —          —          —     

Foreign

    Hidroinvest S.A.        Argentina        Foreign      Other     Argentina      US$     2.53     1,146        191,946        193,092        —          —          —          —          —          —     

Total

                                                    5,021,304        13,937,742        18,959,046        6,225,880        1,745,358        1,834,455        1,886,993        22,681,019        34,373,705   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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APPENDIX 4 DETAIL OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY

This appendix forms an integral part of the Group’s financial statements.

The detail of assets denominated in foreign currencies is the following:

 

                Balance as of  
ASSETS                 6-30-2016     3-1-2016  
  Foreign Currency     Functional Currency     ThCh$     ThCh$  

CURRENT ASSETS

                               

Cash and cash equivalents

                    7,838,628        3,908,550   
      U.S. dollars        Chilean peso        312        —     
      U.S. dollars        Colombian peso        334,174        28,792   
      U.S. dollars        Sol        7,012,856        3,301,647   
      U.S. dollars        Argentine peso        491,286        578,111   

TOTAL CURRENT ASSETS

  

    7,838,628        3,908,550   

TOTAL ASSETS

                    7,838,628        3,908,550   

The detail of liabilities denominated in foreign currencies is the following:

 

Liabilities  

Foreign

Currency

   

Functional

Currency

    Balance as of 6-30-2016  
      Current     Non-current  
     

One to

four

months

   

Four to

twelve

months

    Total    

One to

two years

   

Two to

four

years

   

Four to

four

years

   

Four to

five

years

    More than
five years
    Total  
      ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Other financial liabilities

    U.S. dollars                                                                                   
      U.S. dollars        Sol        17,316,525        36,051,893        53,368,418        27,606,659        7,340,804        830,315        7,158,328        9,484,852        52,420,958   
      U.S. dollars        Argentine peso        552,786        1,836,280        2,389,066        6,416,784        1,637,664        1,725,870        1,778,926        21,397,688        32,956,932   

TOTAL LIABILITIES

                    17,869,311        37,888,173        55,757,484        34,023,443        8,978,468        2,556,185        8,937,254        30,882,540        85,377,890   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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Liabilities  

Foreign

Currency

   

Functional

Currency

    Balance as of 3-1-2016  
      Current     Non-current  
     

One to

four

months

   

Four to
twelve

months

    Total    

One to

two years

   

Two to
four

years

   

Four to
four

years

   

Four to
five

years

    More than
five years
    Total  
      ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Other financial liabilities

    U.S. dollars                                                                                   
      U.S. dollars        Sol        29,254,360        26,097,006        55,351,366        44,981,507        8,098,257        845,649        7,611,573        9,994,136        71,531,122   
      U.S. dollars        Argentine pesos        576,206        1,915,012        2,491,218        6,225,880        1,745,358        1,834,455        1,886,993        22,681,019        34,373,705   

TOTAL LIABILITIES

                    29,830,566        28,012,018        57,842,584        51,207,387        9,843,615        2,680,104        9,498,566        32,675,155        105,904,827   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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APPENDIX 5     ADDITIONAL INFORMATION CIRCULAR No. 715 OF FEBRUARY 3, 2012

This appendix forms an integral part of the Group’s financial statements.

a) Portfolio stratification

 

    Trade and other receivables by aging:

 

     Balance as of 6-30-2016  
  On demand     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days    

More than

251 days

    Total Current     Total Non-
current
 
Trade and Other Receivables   ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Trade receivables, gross

    145,434,854        22,671,546        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,452,091        217,646,382        206,959,522   

Allowance for doubtful accounts

    (1,097,712     —          —          (1,685     (4,309     —          —          —          —          (5,246,532     (6,350,238     —     

Other receivables, gross

    18,061,347        —          —          —          —          —          —          —          —          —          18,061,347        11,242,049   

Allowance for doubtful accounts

    (1,330,047     —          —          —          —          —          —          —          —          —          (1,330,047     —     

Total

    161,068,442        22,671,546        6,090,502        3,437,558        3,324,884        3,444,226        3,755,274        3,278,254        6,751,199        14,205,559        228,027,444        218,201,571   

 

     Balance as of 3-1-2016  
     On demand     1-30 days     31-60 days     61-90 days     91-120 days     121-150 days     151-180 days     181-210 days     211-250 days    

More than

251 days

    Total Current     Total Non-
current
 
Trade and Other Receivables   ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Trade receivables, gross

    154,761,716        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        4,343,043        201,822,287        217,115,983   

Allowance for doubtful accounts

    (173,179     —          (888,658     (203,612     (1,975     —          —          —          (647,562     (4,343,043     (6,258,029     —     

Other receivables, gross

    17,902,695        —          —          —          —          —          —          —          —          —          17,902,695        3,535,666   

Allowance for doubtful accounts

    (1,763,560     —          —          —          —          —          —          —          —          —          (1,763,560     —     

Total

    170,727,672        11,461,869        4,084,744        3,412,563        3,614,566        3,477,422        3,636,609        3,546,001        7,741,947        —          211,703,393        220,651,649   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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    By type of portfolio:

 

Aging of balances of trade receivables   Balance as of 6-30-2016  
  Non-renegotiated portfolio     Portfolio with
renegotiation terms
    Total gross portfolio  
  Number of
customers
   

Gross value

ThCh$

    Number of
customers
    Gross value
ThCh$
    Number of
customers
   

Gross value

ThCh$

 

On demand and non-current

    145        352,394,376        —          —          145        352,394,376   

1 to 30 days

    77        22,671,546        —          —          77        22,671,546   

31 to 60 days

    31        6,090,502        —          —          31        6,090,502   

61 to 90 days

    22        3,439,243        —          —          22        3,439,243   

91 to 120 days

    16        3,329,193        —          —          16        3,329,193   

121 to 150 days

    5        3,444,226        —          —          5        3,444,226   

151 to 180 days

    5        3,755,274        —          —          5        3,755,274   

181 to 210 days

    4        3,278,254        —          —          4        3,278,254   

211 to 250 days

    4        6,751,199        —          —          4        6,751,199   

More than 251 days

    46        19,452,091        —          —          46        19,452,091   

Total

    355        424,605,904        —          —          355        424,605,904   

 

Aging of balances of trade receivables   Balance as of 3-1-2016  
  Non-renegotiated portfolio     Portfolio with
renegotiation terms
    Total gross portfolio  
  Number of
customers
    Gross value
ThCh$
    Number of
customers
    Gross value
ThCh$
    Number of
customers
    Gross value
ThCh$
 

On demand and non-current

    162        371,877,698        —          —          162        371,877,698   

1 to 30 days

    46        11,461,869        —          —          46        11,461,869   

31 to 60 days

    21        4,973,402        —          —          21        4,973,402   

61 to 90 days

    9        3,616,175        —          —          9        3,616,175   

91 to 120 days

    10        3,616,541        —          —          10        3,616,541   

121 to 150 days

    5        3,477,422        —          —          5        3,477,422   

151 to 180 days

    3        3,636,609        —          —          3        3,636,609   

181 to 210 days

    4        3,546,001        —          —          4        3,546,001   

211 to 250 days

    6        8,389,509        —          —          6        8,389,509   

More than 251 days

    37        4,343,043        —          —          37        4,343,044   

Total

    303        418,938,269        —          —          303        418,938,270   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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  b) Portfolio in default and in legal collection process

 

     Balance as of  
     6-30-2016     3-1-2016  
     Number of
customers
    Amount     Number of
customers
    Amount  
Portfolio in Default and in Legal Collection Process     ThCh$       ThCh$  

Notes receivable in legal collection process (*)

    5        118,753        5        119,257   

Total

    5        118,753        5        119,257   

 

  (*) Legal collections are included in the portfolio in arrears.

 

  c) Provisions and write-offs

 

Provisions and Write-offs    Four months ended 6-30-2016  ThCh$  

Provision for non-renegotiated portfolio

     (114,573

Total

     (114,573

 

  d) Number and value of operations

 

     Four months ended  6-30-2016  
  Last quarter
ThCh$
    Period
ThCh$
 

Impairment provision and recoveries

               

Number of operations

    5        8   

Value of operations, in ThCh$

    4,523        (114,573

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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LOGO

 

APPENDIX 5.1 SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES

This appendix forms an integral part of the Group’s financial statements.

 

a) Portfolio stratification

 

    Trade receivables by aging:

 

Trade Receivables   Balance as of  
  6-30-2016  
  On
demand
   

1-30

days

   

31-60

days

   

61-90

days

   

91-120

days

    121-150
days
    151-180
days
    181-210
days
    211-250
days
    251-365
days
    More
than 365
days
    Total
Current
    Total Non-
current
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Generation and transmission receivables

    145,434,854        22,671,546        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        127,356        217,646,382        206,959,522   

– Large customers

    80,496,423        22,662,967        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        20,891        152,592,907        —     

– Institutional customers

    56,668,993        —          —          —          —          —          —          —          —          —          —          56,668,993        206,959,522   

– Others

    8,269,438        8,579        —          —          —          —          —          —          —          —          106,465        8,384,482        —     

Allowance for doubtful accounts

    (1,097,712     —          —          (1,685     (4,309     —          —          —          —          (5,140,023     (106,509     (6,350,238     —     

Unbilled services

    82,086,272        —          —          —          —          —          —          —          —          —          —          82,086,272        29,020,521   

Services billed

    63,348,582        22,671,546        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        127,356        135,560,110        177,939,001   

Total Trade Receivables, Gross

    145,434,854        22,671,546        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        127,356        217,646,382        206,959,522   

Total Allowance for doubtful accounts

    (1,097,712     —          —          (1,685     (4,309     —          —          —          —          (5,140,023     (106,509     (6,350,238     —     

Total Trade Receivables, Net

    144,337,142        22,671,546        6,090,502        3,437,558        3,324,884        3,444,226        3,755,274        3,278,254        6,751,199        14,184,712        20,847        211,296,144        206,959,522   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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LOGO

 

Trade Receivables   Balance as of  
  3-1-2016  
  On
demand
   

1-30

days

   

31-60

days

   

61-90

days

    91-120
days
    121-150
days
    151-180
days
    181-210
days
    211-250
days
    251-365
days
    More
than 365
days
    Total
Current
    Total Non-
current
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Generation and transmission receivables

    154,761,716        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        754,623        3,588,420        201,822,287        217,115,983   

– Large customers

    91,228,631        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        754,623        3,588,420        138,289,202        —     

– Institutional customers

    52,892,173        —          —          —          —          —          —          —          —          —          —          52,892,173        217,115,983   

– Others

    10,640,912        —          —          —          —          —          —          —          —          —          —          10,640,912        —     

Allowance for doubtful accounts

    (173,179     —          (888,658     (203,612     (1,975     —          —          —          (647,562     (754,623     (3,588,420     (6,258,029     —     

Unbilled services

    95,063,811        —          —          —          —          —          —          —          —          —          —          95,063,811        —     

Services billed

    59,697,905        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        754,623        3,588,420        106,758,476        217,115,983   

Total Trade Receivables, Gross

    154,761,716        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        754,623        3,588,420        201,822,287        217,115,983   

Total Allowance for doubtful accounts

    (173,179     —          (888,658     (203,612     (1,975     —          —          —          (647,562     (754,623     (3,588,420     (6,258,029     —     

Total Trade Receivables, Net

    154,588,537        11,461,869        4,084,744        3,412,563        3,614,566        3,477,422        3,636,609        3,546,001        7,741,947        —          —          195,564,258        217,115,983   

 

    By type of portfolio:

 

Portfolio Type   Balance as of  
  6-30-2016  
 

On

demand

   

1-30

days

    31-60
days
    61-90
days
    91-120
days
    121-150
days
    151-180
days
    181-210
days
    211-250
days
    251-365
days
    More
than 365
days
    Total
Current
    Total Non-
current
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

GENERATION AND TRANSMISSION

                                                                                                       

Non-renegotiated portfolio

    145,434,854        22,671,546        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        127,356        217,646,382        206,959,522   

– Large customers

    80,496,423        22,662,967        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        20,891        152,592,907        —     

– Institutional customers

    56,668,993        —          —          —          —          —          —          —          —          —          —          56,668,993        206,959,522   

– Others

    8,269,438        8,579        —          —          —          —          —          —          —          —          106,465        8,384,482        —     

Total gross portfolio

    145,434,854        22,671,546        6,090,502        3,439,243        3,329,193        3,444,226        3,755,274        3,278,254        6,751,199        19,324,735        127,356        217,646,382        206,959,522   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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LOGO

 

Portfolio Type   Balance as of  
  3-1-2016  
  On demand    

1-30

days

    31-60
days
    61-90
days
    91-120
days
    121-150
days
    151-180
days
    181-210
days
    211-250
days
    251-365
days
    More
than 365
days
    Total
Current
    Total Non-
current
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

GENERATION AND TRANSMISSION

                                                                                                       

Non-renegotiated portfolio

    154,761,716        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        754,623        3,588,420        201,822,287        217,115,983   

– Large customers

    91,228,631        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        754,623        3,588,420        138,289,202        —     

– Institutional customers

    52,892,173        —          —          —          —          —          —          —          —          —          —          52,892,173        217,115,983   

– Others

    10,640,912        —          —          —          —          —          —          —          —          —          —          10,640,912        —     

Total gross portfolio

    154,761,716        11,461,869        4,973,402        3,616,175        3,616,541        3,477,422        3,636,609        3,546,001        8,389,509        754,623        3,588,420        201,822,287        217,115,983   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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LOGO

 

APPENDIX 5.2 ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY

This appendix forms an integral part of the Group’s financial statements.

 

     Colombia     Peru     Argentina     Total  
STATEMEMENT OF FINANCIAL POSITION   Energy and Capacity     Tolls     Energy and Capacity     Tolls     Energy and Capacity     Tolls     Energy and Capacity     Tolls  

Balance as of

    6-30-2016        3-1-2016        6-30-2016        3-1-2016        6-30-2016        3-1-2016        6-30-2016        3-1-2016        6-30-2016        3-1-2016        6-30-2016        3-1-2016        6-30-2016        3-1-2016        6-30-2016        3-1-2016   

Current accounts receivable from related parties

    13,199,097        9,601,416        —          —          8,226,445        7,903,714        2,437,390        2,317,209        —          —          —          —          21,425,542        17,505,130        2,437,390        2,317,209   

Trade and other current receivables

    40,602,450        51,464,689        —          —          17,717,903        18,462,014        4,369,136        4,757,633        5,457,649        6,493,320        34,410        78,773        63,778,002        76,420,023        4,403,546        4,836,406   

Total Estimated Assets

    53,801,547        61,066,105        —          —          25,944,348        26,365,728        6,806,526        7,074,842        5,457,649        6,493,320        34,410        78,773        85,203,544        93,925,153        6,840,936        7,153,615   

Trade and other current payables to related parties

    —          —          2,299,987        2,129,158        —          —          —          —          —          —          —          —          —          —          2,299,987        2,129,158   

Trade and other current payables

    —          —          3,802,100        3,492,756        3,766,896        706,486        3,565,051        3,764,104        12,534        426,503        —          —          3,779,430        1,132,989        7,367,151        7,256,860   

Total Estimated Liabilities

    —          —          6,102,087        5,621,914        3,766,896        706,486        3,565,051        3,764,104        12,534        426,503        —          —          3,779,430        1,132,989        9,667,138        9,386,018   

 

Statements of income for the four months period ended 6-30-2016   Colombia     Peru     Argentina     Total  
  Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls     Energy and
Capacity
    Tolls  

Energy sales

    52,408,632        —          26,263,630        6,806,526        5,914,849        37,293        84,587,111        6,843,819   

Energy purchases

    —          5,944,106        3,813,254        3,608,924        13,584        —          3,826,838        9,553,030   

APPENDIX 6 DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS

This appendix forms an integral part of the Group’s financial statements.

 

      Balance as of 6-30-2016      Balance as of 3-1-2016  
      Goods      Services      Other      Total      Goods      Services      Other      Total  
Suppliers with Current Payment Amounts    ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

Up to 30 days

     —           18,218,334         —           18,218,334         —           15,499,999         —           15,499,999   

From 31 to 60 days

     —           11,749,072         —           11,749,072         —           10,358,508         —           10,358,508   

Total

     —           29,967,406         —           29,967,406         —           25,858,507         —           25,858,507   

 

 

The accompanying notes are an integral part to the Interim Consolidated Financial Statements

 

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ANNEX O

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL

POSITION AS OF JUNE 30, 2016 OF ENERSIS AMÉRICAS, AFTER GIVING

EFFECT TO THE MERGER

The pro forma consolidated statement of financial position of Enersis Américas S.A. (“Enersis Américas”) as of June 30, 2016 has not been examined, audited or reviewed in accordance with either the standards of the American Institute of Certified Public Accountants (AICPA) or the standards of the U.S. Public Company Accounting Oversight Board (PCAOB). The pro forma consolidated statement of financial position is considered unaudited for purposes of the U.S. Securities and Exchange Commission (the “SEC”). In addition, the unaudited pro forma consolidated statement of financial position as of June 30, 2016 has been prepared in accordance the requirements of the Chilean Superintendency of Securities and Insurance (the “SVS”) and has not been prepared in accordance with Article 11 of Regulation S-X of the SEC’s rules. The unaudited pro forma consolidated statement of financial position is being filed herewith as Annex O because it has been made publicly available in Chile to shareholders under Chilean law in connection with the proposed merger of Endesa Américas S.A. and Chilectra Américas S.A. with and into Enersis Américas, with Enersis Américas surviving under the name “Enel Américas S.A.”


Table of Contents

The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

INTRODUCTION TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF ENERSIS AMÉRICAS S.A. AND ITS SUBSIDIARIES AS OF JUNE 30, 2016

The following unaudited pro forma consolidated statement of financial position of Enersis Américas S.A. and its subsidiaries as of June 30, 2016, is derived from the interim consolidated financial statements of Enersis Américas S.A. and its subsidiaries (hereinafter “Enersis Américas”) as of June 30, 2016 (hereinafter, the “historical consolidated financial information”).

The unaudited pro forma consolidated statement of financial position of Enersis Américas S.A. and its subsidiaries as of June 30, 2016 has been prepared based on the requirements under Title IX, article 156, of the Chilean Corporations Act (“Reglamento de Sociedades Anónimas”). Such unaudited pro forma consolidated statement of financial position and its corresponding explanatory notes present the material effects on the historical consolidated financial information, as if the merger had occurred on June 30, 2016, based on the assumptions described in Note 2.b).

Accounting for the transaction

Enersis Américas S.A.’s Management has determined that this proposed merger of companies, if completed, should be accounted for as an equity transaction by Enersis Américas through issuance of its share to acquire the shares held by non-controlling interests in Chilectra Américas and Endesa Américas. Therefore, the pro forma consolidated financial information is prepared using the historical consolidated statement of financial position of Enersis Américas S.A. as of June 30, 2016, which has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), following the requirements of the International Accounting Standard (IAS) No. 34, Interim Financial Reporting.

The merger process would not result in changes to the current control structure of the Enel S.p.A. Group as of the date of the merger.

The main basis of presentation determined by Management are those described in Note 2.b to the accompanying pro forma consolidated statements of financial position.

The unaudited pro forma consolidated statement of financial position of Enersis Américas is derived from the interim consolidated financial statements of Enersis Américas S.A. and its subsidiaries as of June 30, 2016, and should be read in conjunction with the audited historical consolidated financial statements of Enersis Américas S.A. and subsidiaries and its related notes as of June 30, 2016, incorporated by reference.

The pro forma financial information included in this document is not intended to represent Enersis Américas’ financial position or the results of its operations in future periods or what the results actually would have been had the merger occurred prior to the merger date.

 

O-1


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The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

ENERSIS AMERICAS S.A. AND ITS SUBSIDIARIES

Unaudited Pro Forma Statement of Financial Position as of June 30, 2016

(In thousands of Chilean pesos)

 

 

ASSETS  

Enersis Américas
Consolidated
Historical

ThCh$

   

Less:

Deconsolidation of
Chilectra Américas,
Endesa Americas
and consolidation
adjustments

ThCh$

   

Enersis

Américas

Combined

ThCh$

   

Chilectra

Américas

Consolidated

ThCh$

   

Endesa

Américas

Consolidated

ThCh$

   

Consolidation

Adjustments

ThCh$

    Note  

Enersis

Américas

Consolidated

Historical

ThCh$

   

Pro Forma
Adjustments

ThCh$

    Note    

Pro Forma
Enersis

Américas

Merged

ThCh$

 
      (1)        (2)        (3)        (4)        (5)        (6)            (7)        (8)                (9)   

CURRENT ASSETS

                                                                                   

Cash and cash equivalents

    1,113,569,619        (133,223,343     980,346,276        19,585,660        113,637,683        —              1,113,569,619        —                  1,113,569,619   

Other current financial assets

    142,620,909        (3,351,615     139,269,294        20,656        3,330,959        —              142,620,909        —                  142,620,909   

Other current non-financial assets

    89,840,199        (8,182,421     81,657,778        —          8,182,421        —              89,840,199        —                  89,840,199   

Trade and other current receivables

    1,189,121,678        (228,346,902     960,774,776        25,417        228,027,444        294,041      (i)     1,189,121,678        —                  1,189,121,678   

Account receivables from related parties

    144,502,911        53,209,545        197,712,456        16,145,750        66,707,642        (136,062,937   (i)     144,502,911        —                  144,502,911   

Inventories

    75,897,505        (27,095,115     48,802,390        —          27,095,115        —              75,897,505        —                  75,897,505   

Current tax assets

    87,722,866        (3,044,045     84,678,821        1,557,509        1,486,536        —              87,722,866        —                  87,722,866   

Current assets other than assets or disposal groups classified as held for sale or as held for distribution to owners

    2,843,275,687        (350,033,896     2,493,241,791        37,334,992        448,467,800        (135,768,896         2,843,275,687        —                  2,843,275,687   

TOTAL CURRENT ASSETS

    2,843,275,687        (350,033,896     2,493,241,791        37,334,992        448,467,800        (135,768,896         2,843,275,687        —                  2,843,275,687   
                       

NON-CURRENT ASSETS

                                                                                   

Other non-current financial assets

    609,738,969        (1,491,012     608,247,957        —          1,491,012        —              609,738,969        —                  609,738,969   

Other non-current non-financial assets

    88,622,505        (1,130,895     87,491,610        —          1,130,895        —              88,622,505        —                  88,622,505   

Trade and other non-current receivables

    350,128,561        (218,201,571     131,926,990        —          218,201,571        —              350,128,561        —                  350,128,561   

Non-current account receivables from related parties

    270,698        —          270,698        —          —          —              270,698        —                  270,698   

Investments accounted for using the equity method

    31,241,693        1,587,466,011        1,618,707,704        504,243,419        534,850,522        (2,626,559,952   (ii)     31,241,693        —                  31,241,693   

Intangible assets other than goodwill

    1,153,454,168        (31,531,661     1,121,922,507        —          31,531,661        —              1,153,454,168        —                  1,153,454,168   

Goodwill

    479,483,670        (264,848,570     214,635,100        —          96,566,275        168,282,295      (iii)     479,483,670        —                  479,483,670   

Property, plant and equipment

    5,024,807,458        (2,632,392,915     2,392,414,543        —          2,632,392,915        —              5,024,807,458        —                  5,024,807,458   

Deferred tax assets

    137,434,192        (15,792,255     121,641,937        60,489        15,731,766        —              137,434,192        —                  137,434,192   

TOTAL NON-CURRENT ASSETS

    7,875,181,914        (1,577,922,868     6,297,259,046        504,303,908        3,531,896,617        (2,458,277,657         7,875,181,914        —                  7,875,181,914   

TOTAL ASSETS

    10,718,457,601        (1,927,956,764     8,790,500,837        541,638,900        3,980,364,417        (2,594,046,553         10,718,457,601        —                  10,718,457,601   

 

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The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

ENERSIS AMERICAS S.A. AND ITS SUBSIDIARIES

Unaudited Pro Forma Statement of Financial Position as of June 30, 2016

(In thousands of Chilean pesos)

 

 

EQUITY AND LIABILITIES  

Enersis

Américas

Consolidated
Historical

ThCh$

   

Less:

Deconsolidation of
Chilectra Américas,
Endesa Américas
and consolidation
adjustments

ThCh$

   

Enersis

Américas

Combined

ThCh$

   

Chilectra

Américas

Consolidated

ThCh$

   

Endesa

Américas

Consolidated

ThCh$

   

Consolidation

Adjustments

ThCh$

    Note  

Enersis

Américas

Consolidated

Historical

ThCh$

   

Pro Forma
Adjustments

ThCh$

    Note    

Pro Forma
Enersis

Américas

Merged

ThCh$

 
     (1)     (2)     (3)     (4)     (5)     (6)          (7)     (8)            (9)  

CURRENT LIABILITIES

                                                                                   

Other current financial liabilities

    819,420,506        (250,675,372     568,745,134        389,761        250,285,611        —              819,420,506        —                  819,420,506   

Trade and other current payables

    1,396,855,255        (268,343,809     1,128,511,446        205,621        268,138,188        —              1,396,855,255        18,499,833        (a)        1,415,355,088   

Accounts payable to related parties

    40,131,196        70,221,572        110,352,768        549,710        59,695,554        (130,466,836   (i)     40,131,196        —                  40,131,196   

Other current provisions

    103,068,360        (41,732,172     61,336,188        3,595        41,728,577        —              103,068,360        —                  103,068,360   

Current tax liabilities

    68,867,984        (43,364,451     25,503,533        —          43,364,451        —              68,867,984        —                  68,867,984   

Other current non-financial liabilities

    35,420,253        (1,806,926     33,613,327        —          1,806,926        —              35,420,253        —                  35,420,253   

Current liabilities other than liabilities included in disposal groups classified as held for sale

    2,463,763,554        (535,701,158     1,928,062,396        1,148,687        665,019,307        (130,466,836         2,463,763,554        18,499,833                2,482,263,387   

TOTAL CURRENT LIABILITIES

    2,463,763,554        (535,701,158     1,928,062,396        1,148,687        665,019,307        (130,466,836         2,463,763,554        18,499,833                2,482,263,387   

NON-CURRENT LIABILITIES

                                                                                   

Other non-current financial liabilities

    1,964,388,249        (925,445,179     1,038,943,070        —          925,445,179        —              1,964,388,249        —                  1,964,388,249   

Trade and other non-current payables

    293,476,435        (35,396,432     258,080,003        —          35,396,432        —              293,476,435        —                  293,476,435   

Non-current accounts payable to related parties

    —          5,302,060        5,302,060        —          —          (5,302,060   (i)     —          —                  —     

Other long-term provisions

    237,782,799        (58,871,199     178,911,600        —          58,871,199        —              237,782,799        —                  237,782,799   

Deferred tax liabilities

    226,689,740        (150,982,120     75,707,620        —          150,982,120        —              226,689,740        —                  226,689,740   

Non-current provisions for employee benefits

    206,274,254        (22,515,863     183,758,391        —          22,515,863        —              206,274,254        —                  206,274,254   

Other non-current non-financial liabilities

    19,085,817        (17,730,977     1,354,840        —          17,730,977        —              19,085,817        —                  19,085,817   

TOTAL NON-CURRENT LIABILITIES

    2,947,697,294        (1,205,639,710     1,742,057,584        —          1,210,941,770        (5,302,060         2,947,697,294        —                  2,947,697,294   

TOTAL LIABILITIES

    5,411,460,848        (1,741,340,868     3,670,119,980        1,148,687        1,875,961,077        (135,768,896         5,411,460,848        18,499,833                5,429,960,681   

EQUITY

                                                                                   

Issued capital

    3,575,339,010        —          3,575,339,010        137,790,702        778,936,764        (916,727,466   (iv)     3,575,339,010        1,046,470,168        (b)        4,621,809,178   

Retained earnings

    2,148,192,728        —          2,148,192,728        530,028,911        1,329,144,560        (1,859,173,471   (iv)     2,148,192,728        —                  2,148,192,728   

Share premium

    —          —          —          212,082        120,497,065        (120,709,147   (iv)     —          —                  —     

Other reserves

    (1,976,890,178     —          (1,976,890,178     (127,541,482     (946,124,191     1,073,665,673      (iv)     (1,976,890,178     (546,816,727     (c)        (2,523,706,905

Equity attributable to owners of parent

    3,746,641,560        —          3,746,641,560        540,490,213        1,282,454,198        (1,822,944,411         3,746,641,560        499,653,441                4,246,295,001   

Non-controlling interests

    1,560,355,193        (186,615,896     1,373,739,297        —          821,949,142        (635,333,246   (v)     1,560,355,193        (518,153,274     (d)        1,042,201,919   

TOTAL EQUITY

    5,306,996,753        (186,615,896     5,120,380,857        540,490,213        2,104,403,340        (2,458,277,657         5,306,996,753        (18,499,833             5,288,496,920   

TOTAL EQUITY AND LIABLITIES

    10,718,457,601        (1,927,956,764     8,790,500,837        541,638,900        3,980,364,417        (2,594,046,553         10,718,457,601        —                  10,718,457,601   

 

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ENERSIS AMERICAS S.A. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

 

1. DESCRIPTION OF THE TRANSACTION

The merger is part of a reorganization (the “Reorganization”) of certain companies ultimately controlled by Enel S.p.A., an Italian electricity generation company (“Enel”), which beneficially owned 60.6% of Enersis S.A. (former corporate name of Enersis Américas S.A., hereinafter “Enersis”). The Reorganization is intended to separate the electricity generation and distribution businesses and related assets and liabilities of Enersis and its consolidated subsidiaries in Chile from the electricity generation, transmission and distribution businesses and related assets and liabilities of Enersis and its consolidated subsidiaries located outside of Chile (in Argentina, Brazil, Colombia and Peru).

The Spin-Off stage of the Reorganization process was carried out as follows:

The Reorganization began with spin-offs by Enersis and its subsidiaries, Chilectra S.A. (“Chilectra”) and Endesa S.A. (“Endesa”).

Each of Chilectra and Endesa effected spin-offs, resulting in the formation of Chilectra Américas S.A. (“Chilectra Américas”) as a separate new company from the spin-off by Chilectra S.A. and the formation of Endesa Américas S.A. (“Endesa Américas”) as a separate new company from the spin-off by Endesa S.A., which were allocated the equity interests and related assets and liabilities of Chilectra’s and Endesa’s businesses outside of Chile, respectively. After the spin-offs, the remaining companies, Chilectra and Endesa, comprised the equity interests and related assets and liabilities of Chilectra’s and Endesa’s businesses in Chile, respectively.

Following the Chilectra and Endesa spin-offs, Enersis carried out a spin-off, resulting in the formation of a new entity (“Enersis Chile”), which was allocated the equity interests and related assets and liabilities of Enersis’ businesses in Chile, including the equity interests in each of Chilectra and Endesa (after the spin-offs of these entities as discussed above), and certain other assets and liabilities related to them. After the spin-off, the continuing company, Enersis S.A. (which after the spin-off was renamed Enersis Américas S.A.), retained the equity interests of Enersis’ businesses outside Chile, including the businesses held by each of the new companies, Chilectra Américas and Endesa Américas, that were created as a result of the spin-offs by Chilectra S.A. and Endesa S.A., as previously discussed.

The Merger stage of the Reorganization process would be carried out as follows:

At the Extraordinary Board of Directors Meeting held on May 6, 2016, it was unanimously agreed to formally begin the Merger process in which Enersis Américas would absorb Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A. (“Chilectra Américas”) by incorporation, each of which would then be dissolved without liquidation, replacing them in all their rights and obligations (the “Merger”); in line with the resolutions adopted at the Extraordinary Shareholders’ Meeting of Enersis Américas held on December 18, 2015, and according to the terms of the Merger presented in the aforementioned Meeting, particularly regarding to the following: (i) that the Merger is subject to compliance of the condition precedent in which the right to withdrawal, that the shareholders of Enersis Américas, Endesa Américas and Chilectra Américas might potentially exercise, because of the Merger, shall not exceed 10%, 7.72% and 0.91%, respectively; This, to the extent that the right to withdrawal from Enersis Américas shall not lead to any shareholder exceeding the maximum limit of 65% of share concentration of Enersis Américas after the merger is carried out; (ii) that, pursuant to the agreement adopted on November 24, 2015 by the Board of Directors of Enersis Américas, it was agreed to propose to the Board to decide on the Merger a share ratio of 2.8 of Enersis Américas shares for each

 

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ENERSIS AMERICAS S.A. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

 

Endesa Américas share and 5 Enersis Américas shares for each of Chilectra Américas share; (iii) that, pursuant to the agreement adopted on November 24, 2015, complemented by another agreement adopted on December 17, 2015, the Board of Directors of Enersis Américas also announced its intention to submit a tender offer for the acquisition of shares (“OPA,” in its Spanish acronym) related to all the shares and American Depositary Receipts (“ADRs”) issued by Endesa Américas which are not owned by Enersis Américas for the price of 285 Chilean pesos and that the tender offer would be subject to the approval of the Merger by Extraordinary Shareholders’ Meetings of Enersis Américas, Endesa Américas and Chilectra Américas, and that after the legal period to exercise the right to withdrawal from Enersis Américas and Endesa Américas expires, the conditions being met that the right to withdrawal has not been exercised above a certain number or percentage of shares as relevant, and any other term and condition that will be duly established at the time of presenting such an offer; (iv) that, by the agreement aforementioned on November 24, 2015, the Chief Executive Officer (“CEO”) has been instructed that, only and exclusively under the assumption that the Merger agreements are not adopted before December 31, 2017, the compensation commitment terms should be negotiated in good faith with Endesa Chile under which the tax costs borne by Endesa Chile as a result of its division and those benefits or tax credits that Endesa Américas or Endesa Chile are to obtain as a result of this division be duly accredited and deducted and offset by the tax benefits that Enersis Américas might obtain; (v) that the controlling shareholder, Enel S.p.A. (“Enel”), through two letters dated November 25 and December 17, 2015 said, on the one hand, (a) that it considered the exchange ratio announced for the Merger suitable to the interests of all shareholders and to the companies involved in the reorganization, in such a way that it would vote in the corresponding Extraordinary Meeting of Shareholders in favor of the Merger if, before the aforementioned Meeting, the relevant supervening facts that substantially affect the referred to exchange relations have not been met prior to the shareholders meeting and on the other hand (b) that if the Merger is approved, it is Enel’s intention, as the controlling shareholder, not to carry out or propose any other corporate reorganization processes that would affect Enersis Américas for a period of no less than five years as of the time the Extraordinary Shareholders’ Meeting approves the Merger, other than the ones dealt with at the aforementioned Extraordinary Meeting of Shareholders.

As previously discussed, Enersis Americas’ Management has determined that the accounting effects of this proposed transaction and related company merger processes, if completed, should be recognized as an equity transaction by virtue of which Enersis Américas acquires the share held by non-controlling interests in Chilectra Américas and Endesa Américas through issuance of shares. Therefore, Enersis Américas shall adjust the carrying amounts of the controlling and non-controlling interests as of June 30, 2016 to reflect the changes in their relative interests in the subsidiaries merged.

The reorganization process would not result in changes to the current control structure of the Enel S.p.A. Group as of the date of the merger.

 

2. BASIS OF PREPARATION AND PRESENTATION

 

a) Basis of preparation:

The historical consolidated financial statements of Enersis Américas S.A. and its subsidiaries as of June 30, 2016 that were approved by the Board of Directors at meeting held on July 27, 2016, have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), following the requirements of the International Accounting Standard (IAS) No. 34, Interim Financial Reporting.

 

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ENERSIS AMERICAS S.A. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

 

The accompanying unaudited pro forma consolidated statement of financial position of Enersis Américas as of June 30, 2016, including its related notes, should be read in conjunction with the historical consolidated financial statements of Enersis Américas S.A. and subsidiaries as of June 30, 2016, which are incorporated by reference in this document.1

 

b) Basis of preparation of the pro forma financial information:

The pro forma consolidated financial information of Enersis Américas S.A. was prepared assuming that the merger would have been approved by and effective on June 30, 2016, including the accounting effects originated through the merger.

The accompanying unaudited pro forma consolidated statement of financial position of Enersis Américas S.A. and subsidiaries as of June 30, 2016, are comprised of:

 

  Unaudited pro forma consolidated statement of financial position as of June 30, 2016.

 

  The related notes to the unaudited pro forma consolidated statement of financial position.

The structure for the preparation of the pro forma financial information is as follows:

 

1. Enersis Américas Consolidated Historical: Corresponds to the audited historical consolidated financial information of Enersis Américas S.A. and subsidiaries, that is, the interim consolidated statement of financial position of Enersis Américas S.A. and subsidiaries as of June 30, 2016.

 

2. Deconsolidation of Chilectra Américas, Endesa Américas and Consolidation Adjustments: Corresponds to the deconsolidation of Chilectra Américas S.A. and Endesa Américas S.A. Groups as of June 30, 2016, including the consolidation adjustments related to those groups.

 

3. Enersis Américas Combined: Represents the consolidation of Enersis Américas S.A. stand-alone with its subsidiaries and subgroups Distrilima Group, Enel Brazil Group, Codensa Group, Dock Sud Group, Caboblanco Group, Edesur, Generalima, Cemsa and Compañía Eléctrica Veracruz S.A., that have been recognized as investments accounted for using the equity method of Enersis Américas S.A. in Chilectra Américas Group, Endesa Américas Group, Generandes Peru Group and Emgesa Group.

 

4. Chilectra Américas Consolidated: Corresponds to the audited consolidated financial information of Chilectra Américas S.A. and subsidiary as of June 30, 2016, that has been submitted to the Superintendence of Securities and Insurance (SVS).

 

5. Endesa Américas Consolidated: Corresponds to the audited consolidated financial information of Endesa Américas S.A. and subsidiaries as of June 30, 2016, that has been submitted to the Superintendence of Securities and Insurance (SVS).

 

6. Consolidation Adjustments: The following consolidation adjustments were made:

 

  (i) Elimination of intercompany balances between Enersis Américas Combined and the subgroups Chilectra Américas Consolidated and Endesa Américas Consolidated;

 

1 These financial statements can be found at the following link:
  http://www.enersisamericas.cl/es/accionistas/Paginas/accionistas-inversionistas.aspx or by requesting a physical copy from Enersis S.A., Investor Relations, Santa Rosa 76, Santiago de Chile.

 

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ENERSIS AMERICAS S.A. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

 

  (ii) Elimination of balances of investments accounted for using the equity method over entities consolidated within Enersis Américas Group, that have been informed by Chilectra Américas and Endesa Américas as of June 30, 2016, plus the elimination of the carrying amounts of the investments accounted for using the equity method in Enersis Américas over Chilectra Américas Group, Endesa Américas Group, Generandes Peru Group and Emgesa Group;

 

  (iii) Reclassification of goodwill balances from Enersis Américas’ consolidated entities, which have been recognized in the carrying amount of the investments accounted for using the equity method in Chilectra Américas Consolidated and Endesa Américas Consolidated;

 

  (iv) Elimination of consolidated equity of Chilectra Américas Consolidated and Endesa Américas Consolidated;

 

  (v) Recognition of non-controlling interests of Enersis Américas over the consolidated net equity of Chilectra Américas Consolidated and Endesa Américas Consolidated, less the direct non-controlling interests of Enersis Américas.

 

7. Enersis Américas Consolidated: Corresponds to the audited consolidated historical financial information of Enersis Américas S.A. and subsidiaries as of June 30, 2016, that have been submitted to the Superintendence of Securities and Insurance (SVS). (See number 1 above)

 

8. Merger or Pro Forma Adjustments: For purposes of preparing the unaudited pro forma consolidated statement of financial position of Enersis Américas as of June 30, 2016, the management has considered assumptions which have led to the recognition of certain adjustments in order to prepare the pro forma financial information (“Pro forma adjustments”), reflected in the unaudited pro forma consolidated statement of financial position of Enersis Américas. The preparation of the pro forma financial information is based on current available information and also considers certain estimates in the determination of the pro forma adjustments. Enersis Américas S.A.’s management believes that the assumptions used as well as the use of certain estimates to prepare the pro forma financial information provide a reasonable basis for presenting the significant effects related to the merger and the pro forma adjustments reflect the assumptions determined by management. The main adjustments and assumptions determined by management are described below

 

  (a) Trade and other current payables

Corresponds to the estimate for the tax that Enersis Américas would pay for the transfer of the investments that Chilectra Américas and Endesa Americas own in Perú. This tax, is the applicable capital gains tax under the Peruvian Income Tax Law, resulting from the transfer of the ownership interests that Chilectra Américas and Enersis Américas hold over certain subsidiaries of Enersis Américas in that country, that would be transferred to Enersis Américas S.A. in the proposed merger. The tax is calculated as the difference between the disposal tax value and the acquisition cost of the ownership interests previously mentioned.

 

  (b) Issued capital

Represents the capital increase, in terms of shares required to be issued by Enersis Américas as consideration of the exchange ratio for each share of Endesa Américas and Chilectra Américas in connection with the proposed merger. The amount of the capital increase was determined based on the quoted market value of Ch$113.35 per share of Enersis Américas as of June 30, 2016, that the shareholders of Endesa Américas and Chilectra Américas would receive as consideration for the merger, based on the exchange ratio to be proposed of 2.8 shares of Enersis Américas per each share of Endesa Américas, and of 4.0 shares of Enersis Américas per each share of Chilectra Américas.

 

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ENERSIS AMERICAS S.A. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The English version of this report is provided solely for the convenience of non-Spanish readers as a free translation from the Spanish language original, which is the official and binding version

 

  (c) Other reserves

Represents the recognition of the difference between the capital increase in Enersis Américas, if the merger is completed, and the carrying amount of the non-controlling interests that will become part of the share capital in the net equity attributable to the owners of Enersis Américas after completion of the proposed merger. The difference between the fair market value of the consideration received or paid and the amount by which the non-controlling interests is adjusted is being recognized in net equity attributable to the owners of Enersis Américas.

The following table sets for the tax effect that would be recognized in other reserves:

 

Concept    ThCh$  

Equity effect of the acquisition of non-controlling interests through issuance of shares of Enersis Américas

     (528,316,894

Tax to be paid for transferring investments (Peru) (See (a))

     (18,499,833

Total

     (546,816,727

 

  (d) Non-controlling interests

Represents the elimination of the carrying amount of the non-controlling interests that, if the proposed merger is eventually completed, will become direct shareholders of Enersis Américas’ share capital, as a result of the proposed merger.

 

9. Enersis Américas Pro-Forma Merged: Corresponds to the pro forma consolidated financial information of Enersis Américas S.A. and its subsidiaries as of June 30, 2016 assuming that the merger with Chilectra Américas and Endesa Américas had been effective on June 30, 2016, including the accounting effects from that merger.

 

3. SUMMARY OF ACCOUNTING POLICIES

The accounting policies used in preparing these unaudited pro forma consolidated statement of financial position of Enersis Américas as of June 30, 2016 are the same as those used in preparing the audited consolidated historical financial statements of Enersis Américas S.A. and its subsidiaries as of June 30, 2016, except for certain items that were subject to the merger pro forma adjustments as mentioned in Note 2.b.

*****

 

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ANNEX P

ANNUAL REPORT ON FORM 20-F OF ENERSIS AMÈRICAS S.A., AS

AMENDED, FOR THE YEAR ENDED DECEMBER 31, 2015


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F/A

(Amendment No. 2)

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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

Date of event requiring this shell company report,                     

For the transition period from                      to                     

Commission file number: 001-12440

 

 

 

ENERSIS AMÉRICAS S.A.
(Exact name of Registrant as specified in its charter)

 

 

 

ENERSIS AMÉRICAS S.A.
(Translation of Registrant’s name into English)

 

CHILE

(Jurisdiction of incorporation or organization)

 

Santa Rosa 76, Santiago, Chile

(Address of principal executive offices)

 

Javier Galán, phone: (56-2) 2353-4510, jg@enersis.cl, Santa Rosa 76, Piso 15, Santiago, Chile

(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 representing Common Stock    New York Stock Exchange
Common Stock, no par value*    New York Stock Exchange
US$ 249,734,000 7.40% Notes due December 1, 2016    New York Stock Exchange
US$ 858,000 6.60% Notes due December 1, 2026    New York Stock Exchange

 

 

* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

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

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report Shares of Common Stock:                                              49,092,772,762

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

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

    

International Financial Reporting Standards as issued

by the International Accounting Standards Board  x

   Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ¨  Item 17    ¨  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

 

 

 


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EXPLANATORY NOTE

Enersis Américas S.A. (“Enersis Américas” or the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2015, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2016 and amended by Amendment No. 1 thereto, as filed with the SEC on September 6, 2015 (as so amended, the “Original Form 20-F”) to amend the following items of the Original Form 20-F: (1) Item 4. Information on the Company, to disclose additional information regarding the operating segments that are aggregated within the Company’s Generation and Transmission reportable segment and Distribution reportable segment, (2) Item 5. Operating and Financial Review and Prospects, to disclose additional information regarding the operating segments that are aggregated within the Company’s Generation and Transmission reportable segment and Distribution reportable segment, (3) Item 18. Financial Statements, to revise Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada’s report on the internal control over financial reporting and revise Note 35 of the Notes to the Company’s consolidated financial statements to provide information required by paragraph 22(aa) of IFRS 8, and (4) Item 19. Exhibits, to update the exhibit index. In addition, the Company has also generally updated the Original Form 20-F to revise references to reportable segments and operating segments within such reportable segments.

This Form 20-F/A sets forth the Original Form 20-F in its entirety and reflects the additions and changes described above. Except for the amendments described above, the updated certifications of the Company’s Chief Executive Officer and Chief Financial Officer and the consents of the independent registered public accounting firms, this Amendment No. 2 does not modify or update other disclosures in or exhibits to the Original Form 20-F, which as amended by this Amendment No. 2, speaks as of May 2, 2016 and is not intended to reflect events that may have occurred subsequent to the initial filing date of the Original Form 20-F.

 

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Enersis Américas’ Organizational Structure(1)

As of December 31, 2015 (assuming the spin-off of Enersis Chile S.A. had occurred as of such date)

 

 

LOGO

 

 

(1) Only principal operating subsidiaries are presented here. The percentage listed for each of our subsidiaries represents our economic interest in such subsidiary.

 

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TABLE OF CONTENTS

 

         Page  

Glossary

     5   

Introduction

     10   

Financial Information

     11   

Technical Terms

     12   

Calculation of Economic Interest

     12   

Forward-Looking Statements

     13   

PART I

    

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      30   

Item 4A.

  Unresolved Staff Comments      118   

Item 5.

  Operating and Financial Review and Prospects      119   

Item 6.

  Directors, Senior Management and Employees      177   

Item 7.

  Major Shareholders and Related Party Transactions      191   

Item 8.

  Financial Information      193   

Item 9.

  The Offer and Listing      195   

Item 10.

  Additional Information      197   

Item 11.

  Quantitative and Qualitative Disclosures About Market Risk      215   

Item 12.

  Description of Securities Other Than Equity Securities      219   

PART II

    

Item 13.

  Defaults, Dividend Arrearages and Delinquencies      221   

Item 14.

  Material Modifications to the Rights of Security Holders and Use of Proceeds      221   

Item 15.

  Controls and Procedures      221   

Item 16.

  Reserved      222   

Item 16A.

  Audit Committee Financial Expert      222   

Item 16B.

  Code of Ethics      222   

Item 16C.

  Principal Accountant Fees and Services      223   

Item 16D.

  Exemptions from the Listing Standards for Audit Committees      224   

Item 16E.

  Purchases of Equity Securities by the Issuer and Affiliated Purchasers      224   

Item 16F.

  Change in Registrant’s Certifying Accountant      224   

Item 16G.

  Corporate Governance      224   

Item 16H.

  Mine Safety Disclosure      224   

PART III

    

Item 17.

  Financial Statements      225   

Item 18.

  Financial Statements      225   

Item 19.

  Exhibits      225   

 

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GLOSSARY

 

AFP   Administradora de Fondos de Pensiones   A legal entity that manages a Chilean pension fund.
Ampla   Ampla Energia e Serviços S.A.   A publicly held Brazilian distribution company operating in Rio de Janeiro, owned by Enel Brasil, our subsidiary.
ANEEL   Agência Nacional de Energia Elétrica   Brazilian governmental agency for electric energy.
BNDES   Banco Nacional de Desarrollo Económico y Social   The National Bank for Economic and Social Development (“BNDES”) is the principal agent of development in Brazil with a focus on sustainable social and environmental development.
Cachoeira Dourada   Centrais Elétricas Cachoeira Dourada S.A.   Brazilian generation company owned by Enel Brasil, our subsidiary.
CAMMESA   Compañía Administradora del Mercado Mayorista Eléctrico S.A.   Argentine autonomous entity in charge of the operation of the Mercado Eléctrico Mayorista (Wholesale Electricity Market), or MEM. CAMMESA’s stockholders are generation, transmission and distribution companies, large users and the Secretariat of Energy.
Cemsa   Central Comercializadora de Energía S.A.   Energy trading company with operations in Argentina, and our subsidiary.
Chilean Stock Exchanges   Chilean Stock Exchanges   The three principal stock exchanges located within Chile: the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange.
Chilectra Américas   Chilectra Américas S.A.   Electricity distribution company holding minority interests in electricity distribution companies in Argentina, Brazil, Colombia and Peru, and our subsidiary.
Chilectra Chile   Chilectra S.A.   Chilean electricity distribution company operating in the Santiago metropolitan area and a combined entity of Enersis Chile.
CIEN   Companhia de Interconexão Energética S.A.   Brazilian transmission company, wholly-owned by Enel Brasil, our subsidiary.

 

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Codensa   Codensa S.A. E.S.P.   Colombian distribution company that operates mainly in Bogotá and controlled by us.
Coelce   Companhia Energética do Ceará S.A.   A publicly held Brazilian distribution company operating in the state of Ceará. Coelce is controlled by Enel Brasil, our subsidiary.
COES   Comité de Operación Económica del Sistema   Peruvian entity in charge of coordinating the efficient operation and dispatch of generation units to satisfy demand.
Costanera   Central Costanera S.A.   A publicly held Argentine generation company controlled by Endesa Américas. Formerly known as Endesa Costanera.
CREG   Comisión de Regulación de Energía y Gas   Colombian Commission for the Regulation of Energy and Gas.
CTM   Compañía de Transmisión del Mercosur S.A.   Argentine transmission company and subsidiary of Enel Brasil.
DCV   Depósito Central de Valores S.A.   Chilean Central Securities Depositary.
DECSA   Distribuidora Eléctrica de Cundinamarca S.A.   Colombian distribution company and a subsidiary of Codensa.
Dock Sud   Central Dock Sud S.A.   Argentine generation company and our subsidiary.
Edegel   Edegel S.A.A.   A publicly held Peruvian generation company and a combined entity of Endesa Américas.
Edelnor   Empresa de Distribución Eléctrica de Lima Norte S.A.A.   A publicly held Peruvian distribution company, with a concession area in the northern part of Lima, and our subsidiary.
Edesur   Empresa Distribuidora Sur S.A.   Argentine distribution company, with a concession area in the south of the Buenos Aires greater metropolitan area, and our subsidiary.
EEB   Empresa de Energía de Bogotá S.A.   Colombian stated-owned financial and energy holding company, with investments in the electricity generation, transmission, trading and distribution sectors and in the natural gas transmission, distribution and trading sectors.
EEC   Empresa de Energía de Cundinamarca S.A. E.S.P.   Colombian distribution company and a subsidiary of DECSA, in which we hold 19.5% interest.

 

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EEPSA   Empresa Eléctrica de Piura S.A.   A publicly held Peruvian generation company with natural gas thermal plants, and our subsidiary.
El Chocón   Hidroeléctrica El Chocón S.A.   Argentine generation company with two hydroelectric plants, El Chocón and Arroyito, both located in the Limay River, Argentina and a combined entity of Endesa Américas.
Emgesa   Emgesa S.A. E.S.P.   Colombian generation company controlled by Endesa Américas.
Endesa Américas   Endesa Américas S.A.   A limited liability stock corporation incorporated under the laws of the Republic of Chile, with electricity generation operations in Argentina, Colombia and Peru. Our subsidiary.
Endesa Chile   Empresa Nacional de Electricidad S.A.   A publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, with electricity generation assets in Chile, and a combined entity of Enersis Chile.
Enel   Enel S.p.A.   An Italian energy company with multinational operations in the power and gas markets. A 60.6% beneficial owner of us and our ultimate parent company.
Enel Brasil   Enel Brasil S.A.   Brazilian holding company and our subsidiary. Enel Brasil was formerly known as Endesa Brasil S.A.
Enel Iberoamérica   Enel Iberoamérica, S.R.L.   A wholly-owned subsidiary of Enel and owner of 20.3% of us, which it acquired from Endesa Spain in October 2014. Enel Iberoamérica was formerly known as Enel Energy Europe S.R.L.
Enel Latinoamérica   Enel Latinoamérica, S.A.   A wholly-owned subsidiary of Enel Iberoamérica and owner of 40.3% of us.
Enersis Américas   Enersis Américas S.A.   Our company, a publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, with subsidiaries engaged primarily in the generation, transmission and distribution of electricity in Argentina, Brazil, Colombia, and Peru. Registrant of this Report.

 

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Enersis Chile   Enersis Chile S.A.   A publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, which holds combined entities engaged primarily in the generation and distribution of electricity in Chile controlled by Enel.
ENRE   Ente Nacional Regulador de la Electricidad   Argentine national regulatory authority for the energy sector.
ESM   Extraordinary Shareholders’ Meeting   Extraordinary Shareholders’ Meeting.
FONINVEMEM   Fondo para Inversiones Necesarias que permitan Incrementar la Oferta de Energía Eléctrica en el Mercado Eléctrico Mayorista   Argentine fund created to increase electricity supply in the MEM.
Fortaleza   Central Geradora Termelétrica Fortaleza S.A.   Brazilian generation company that operates in the state of Ceará. Fortaleza is wholly-owned by Enel Brasil, our subsidiary.
Gener   AES Gener S.A.   Chilean generation company that competes with the Company in Argentina and Colombia.
IFRS   International Financial Reporting Standards   International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
LNG   Liquefied Natural Gas.   Liquefied natural gas.
MEM   Mercado Eléctrico Mayorista   Wholesale Electricity Market in Argentina, Colombia, and Peru.
MME   Ministério de Minas e Energia   Brazilian Ministry of Mines and Energy.
NCRE   Non-Conventional Renewable Energy   Energy sources which are continuously replenished by natural processes, such as wind, biomass, mini-hydro, geothermal, wave, or tidal energy.
NIS   Sistema Interconectado Nacional   National interconnected electric system. There are such systems in Argentina, Brazil, and Colombia.
ONS   Operador Nacional do Sistema Elétrico   Electric System National Operator. Brazilian non-profit private entity responsible for the planning and coordination of operations in interconnected systems.

 

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Osinergmin   Organismo Supervisor de la Inversión en Energía y Minería   Energy and Mining Investment Supervisor Authority, the Peruvian regulatory electricity authority.
OSM   Ordinary Shareholders’ Meeting   Ordinary Shareholders’ Meeting.
SVS   Superintendencia de Valores y Seguros   Chilean Superintendence of Securities and Insurance, the authority that supervises public companies, securities and the insurance business.
TESA   Transportadora de Energía S.A.   Transmission company with operations in Argentina and a subsidiary of Enel Brasil.
UF   Unidad de Fomento   Chilean inflation-indexed, Chilean peso-denominated monetary unit.
UTA   Unidad Tributaria Anual   Chilean annual tax unit. One UTA equals 12 Unidad Tributaria Mensual (“UTM”), which is a Chilean inflation-indexed monthly tax unit used to define fines, among other purposes.
VAD   Valor Agregado de Distribución   Value added from distribution of electricity.
XM   Expertos de Mercado S.A. E.S.P.   A subsidiary of Interconexión Eléctrica S.A. (“ISA”), a Colombian company that provides system management in real time services in electrical, financial and transportation sectors.

 

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INTRODUCTION

As used in this Report on Form 20-F (“Report”), first person personal pronouns such as “we”, “us” or “our” refer to Enersis Américas S.A. (“Enersis Américas” or the “Company”) and our consolidated subsidiaries unless the context indicates otherwise. Unless otherwise noted, our interest in our principal subsidiaries, and jointly-controlled companies and associates is expressed in terms of our economic interest as of December 31, 2015.

We are a Chilean company engaged through our subsidiaries and jointly-controlled companies in the electricity generation, transmission and distribution businesses in Argentina, Brazil, Colombia, and Peru. As of the date of this Report, we own 60.0% of Endesa Américas S.A. (“Endesa Américas”), a Chilean electricity generation company that holds electricity generation operations in Argentina, Colombia and Peru, minority interests in generation, distribution and transmission operations in Brazil, and 99.1% of Chilectra Américas S.A. (“Chilectra Américas”), a Chilean electricity distribution company that holds minority interests in distribution companies in Argentina, Brazil, Colombia and Peru. As of the date of this Report, Enel S.p.A. (“Enel”), an Italian energy company with multinational operations in the power and gas markets, beneficially owns 60.6% of us and our ultimate parent.

On April 21, 2016, (i) we completed the spin-off of Enersis Chile, (ii) Endesa Chile completed the spin-off of Endesa Americas and (iii) Chilectra completed the spin-off of Chilectra Americas. As a result of these transactions, we acquired our 60.0% interest in Endesa Americas and 99.1% interest in Chilectra Americas. The respective spin-offs were effected by means of a division or “demerger” under Chilean law of each of Enersis Américas, Endesa Chile and Chilectra effective as of March 1, 2016, which created Enersis Chile, Endesa Américas and Chilectra Américas, respectively. These spin-offs were followed by the distribution on April 21, 2016 of the shares of Enersis Chile, Endesa Américas and Chilectra Américas and on April 26, 2016 of the ADRs of Enersis Chile and Endesa Américas. Each of Enersis Chile, Endesa Chile and Chilectra continues to own the Chilean assets it owned prior to the respective spin-offs. Enersis Chile owns 60.0% of Endesa Chile and 99.1% of Chilectra. We do not hold any remaining interest in Enersis Chile, Endesa Chile or Chilectra, which collectively hold the Chilean assets owned by us prior to the spin-offs.

We have announced a plan for a merger of Endesa Americas and Chilectra Americas with us (the “Merger”) and for a related tender offer by us for shares of Endesa Americas (the “Tender Offer”). It is expected that the Merger and Tender Offer will be consummated in the third quarter of 2016, subject to satisfaction of the conditions to such transactions. All of the transactions referred to above collectively are referred to as the “Reorganization.” The purpose of the spin-offs and the Reorganization is to separate our generation, transmission and distribution businesses in Chile from the generation, transmission and distribution businesses in Argentina, Brazil, Colombia and Peru. The purpose of the Merger is to combine our non-Chilean generation, transmission and distribution businesses under a single holding company, to reduce inefficiencies and create more liquidity for our shareholders.

 

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PRESENTATION OF INFORMATION

Financial Information

In this Report, unless otherwise specified, references to “U.S. dollars,” “US$,” are to dollars of the United States of America; references to “pesos” or “Ch$” are to Chilean pesos, the legal currency of Chile; references to “Ar$” or “Argentine pesos” are to the legal currency of Argentina; references to “R$,” or “reais” are to Brazilian reais, the legal currency of Brazil; references to “soles” are to Peruvian Soles, the legal currency of Peru; references to “CPs” or “Colombian pesos” are to the legal currency of Colombia; references to “€” or “Euros” are to the legal currency of the European Union; and references to “UF” are to Development Units (Unidades de Fomento).

The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is adjusted daily to reflect changes in the official Consumer Price Index (“CPI”) of the Chilean National Institute of Statistics (Instituto Nacional de Estadísticas or “INE”). The UF is adjusted in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed in order to reflect a proportionate amount of the change in the Chilean CPI during the prior calendar month. As of December 31, 2015, one UF was equivalent to Ch$ 25,629.09. The U.S. dollar equivalent of one UF was US$ 36.09 as of December 31, 2015, using the Observed Exchange Rate reported by the Central Bank of Chile (Banco Central de Chile) as of December 31, 2015 of Ch$ 710.16 per US$ 1.00. The U.S. dollar observed exchange rate (dólar observado) (the “Observed Exchange Rate”), which is reported by the Central Bank of Chile and published daily on its webpage, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market

The Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to maintain the Observed Exchange Rate within a desired range.

As of March 31, 2016, one UF was equivalent to Ch$ 25,812.05. The U.S. dollar equivalent of one UF was US$ 38.54 on March 31, 2016, using the Observed Exchange Rate reported by the Central Bank of Chile as of such date of Ch$ 669.80 per US$ 1.00.

Our consolidated financial statements and, unless otherwise indicated, other financial information concerning us included in this Report are presented in Chilean pesos. We have prepared our consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

All of our subsidiaries are integrated and all their assets, liabilities, income, expenses and cash flows are included in the consolidated financial statements after making the adjustments and eliminations related to intra-group transactions. Investments in associated companies over which we exercise significant influence are included in our consolidated financial statements using the equity method. For detailed information regarding consolidated entities, jointly-controlled entities and associated companies, see Appendices 1, 2 and 3 to the consolidated financial statements.

Since the conditions established under IFRS were met by December 31, 2015, in the financial statements included in this Report, all operations regarding the former Chilean businesses have been presented as discontinued operations.

For the convenience of the reader, this Report contains translations of certain Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar equivalent for information in Chilean pesos is based on the Observed Exchange Rate for December 31, 2015, as defined in “Item 3. Key Information — A. Selected Financial Data — Exchange Rates”. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. No representation is made that the Chilean peso or U.S. dollar amounts shown in this Report could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at such rate or at any other rate. See “Item 3. Key Information — A. Selected Financial Data — Exchange Rates”.

 

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Technical Terms

References to “TW” are to terawatts; references to “GW” and “GWh” are to gigawatts and gigawatt hours, respectively; references to “MW” and “MWh” are to megawatts and megawatt hours, respectively; references to “kW” and “kWh” are to kilowatts and kilowatt hours, respectively; references to “kV” are to kilovolts, and references to “MVA” are to megavolt amperes. References to “BTU” and “MBTU” are to British thermal unit and million British thermal units, respectively. A “BTU” is an energy unit equal to approximately 1,055 joules. References to “Hz” are to hertz; and references to “mtpa” are to metric tons per annum. Unless otherwise indicated, statistics provided in this Report with respect to the installed capacity of electricity generation facilities are expressed in MW. One TW equals 1,000 GW, one GW equals 1,000 MW and one MW equals 1,000 kW.

Statistics relating to aggregate annual electricity production are expressed in GWh and based on a year of 8,760 hours, except for leap years, which are based on 8,784 hours. Statistics relating to installed capacity and production of the electricity industry do not include electricity of self-generators.

Energy losses experienced by generation companies during transmission are calculated by subtracting the number of GWh of energy sold from the number of GWh of energy generated (excluding their own energy consumption and losses on the part of the power plant), within a given period. Losses are expressed as a percentage of total energy generated.

Energy losses during distribution are calculated as the difference between total energy purchased (GWh of electricity demand, including own generation) and the energy sold (also measured in GWh), within a given period. Distribution losses are expressed as a percentage of total energy purchased. Losses in distribution arise from illegally tapped energy as well as technical losses.

Calculation of Economic Interest

References are made in this Report to the “economic interest” of Enersis Américas in its related companies. In circumstances where we do not directly own an interest in a related company, our economic interest in such ultimate related company is calculated by multiplying the percentage of economic interest in a directly held related company by the percentage of economic interest of any entity in the ownership chain of such related company. For example, if we own 60% of a directly held subsidiary and that subsidiary owns 40% of an associate, our economic interest in such associate would be 60% times 40%, or 24%.

Rounding

Certain figures included in our consolidated financial statements have been rounded for ease of presentation. Percentages expressed in this Report may not have been calculated using rounded figures, but by using amounts prior to rounding. For this reason, percentages expressed in this Report may vary from those obtained by performing the same calculations using figures in our consolidated financial statements. Certain other amounts that appear in the tables in this Report may not total exactly due to rounding.

 

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FORWARD-LOOKING STATEMENTS

This Report contains statements that are or may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements appear throughout this Report and include statements regarding our intent, belief or current expectations, including but not limited to any statements concerning:

 

    our capital investment program;

 

    trends affecting our financial condition or results from operations;

 

    our dividend policy;

 

    the future impact of competition and regulation;

 

    political and economic conditions in the countries in which we or our related companies operate or may operate in the future;

 

    any statements preceded by, followed by or that include the words “believes”, “expects”, “predicts”, “anticipates”, “intends”, “estimates”, “should”, “may” or similar expressions; and

 

    other statements contained or incorporated by reference in this Report regarding matters that are not historical facts.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to:

 

    changes in the regulatory framework of the electricity industry in one or more of the countries in which we operate;

 

    our ability to implement proposed capital expenditures, including our ability to arrange financing where required;

 

    the nature and extent of future competition in our principal markets;

 

    political, economic and demographic developments in the markets in South America where we conduct our business; and

 

    the factors discussed below under “Risk Factors”.

You should not place undue reliance on such statements, which speak only as of the date that they were made. Our independent registered public accounting firm has not examined or compiled the forward-looking statements and, accordingly, does not provide any assurance with respect to such statements. You should consider these cautionary statements together with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to forward-looking statements contained in this Report to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

For all these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

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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

A. Selected Financial Data

The following summary of consolidated financial data should be read in conjunction with our consolidated financial statements included in this Report. The selected consolidated financial data as of December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015 is derived from our audited consolidated financial statements included in this Report. The selected consolidated financial data as of December 31, 2013 is derived from our consolidated financial statements included in this Report. Since January 1, 2009, our consolidated financial statements were prepared in accordance with IFRS, as issued by the IASB.

Amounts are expressed in millions, except for ratios, operating data, shares and ADS (American Depositary Shares) data. For the convenience of the reader, all data presented in U.S. dollars in the following summary, as of and for the year ended December 31, 2015, has been converted at the U.S. dollar Observed Exchange Rate (dólar observado) for that date of Ch$ 710.16 per US$ 1.00. The Observed Exchange Rate, which is reported and published daily on the Central Bank of Chile’s web page, corresponds to the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market.

For more information concerning historical exchange rates, see “ — Exchange Rates” below.

 

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The following tables set forth our selected consolidated financial data for the years indicated and the operating data of subsidiaries:

 

     As of and for the year ended December 31,  
     2015(1)     2015     2014     2013(2)  
     (US$ millions)           (Ch$ millions)        

Consolidated Statement of Comprehensive Income Data

        

Revenues and other operating income

     7,465        5,301,440        5,206,370        4,528,148   

Operating expenses(3)

     (5,698     (4,046,682     (3,818,370     (3,177,080
Operating income      1,767        1,254,758        (1,388,000     1,351,068   

Financial income (expense), net

     40        28,287        (213,316     (118,899

Total gain (loss) on sale of non-current assets not held for sale

     (9     (6,566     877        4,642   

Other non-operating income

     5        3,333        2,560        980   
Income before income tax      1,802        1,279,812        1,178,121        1,237,791   

Income tax expenses, continuing operations

     (737     (523,663     (425,958     (442,455

Income after tax from discontinued operations

     547        388,321        215,332        318,065   

Income after tax from continuing operations

     1,065        756,149        752,163        795,336   

Net income

     1,612        1,144,470        967,495        1,113,401   

Net income attributable to shareholders of the Company

     932        661,587        571,873        658,514   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Minority interests

     680        482,883        395,622        454,887   

Net income (loss) from continuing operations per average number of shares basic and diluted (Ch$/US$)

     0.01        8.35        8.344        9.49   

Net income (loss) from continuing operations per average number of ADS (Ch$/US$)

     0.59        417,50        417.00        474.50   

Net income (loss) from discontinued operations per average number of shares basic and diluted (Ch$/US$)

     0.01        5.13        3.31        5.08   

Net income (loss) from discontinued operations per average number of ADSs (Ch$/US$)

     0.36        256.50        165.50        254.00   

Net income (loss) per average number of shares, basic and diluted (Ch$/US$ per share)

     0.01        8.35        8.34        9.49   

Net income (loss) per average number of ADSs (Ch$/US$ per ADS)

     0.59        417.50        417.00        474.50   

Cash dividends per share (Ch$/US$ per share)

     0.01        6.21        6.71        4.25   

Cash dividends per ADS (Ch$/US$ per ADS)

     0.44        310.72        335.34        212.51   

Weighted average number of shares of common stock (millions)

       49,093        49,093        45,219   

Number of ADS (millions)(4)

       99.69        102.65        105,20   

Consolidated Statement of Financial Position Data

        

Total assets

     21,754        15,449,154        15,921,322        15,177,664   

Non-current liabilities

     3,878        2,753,965        4,447,282        3,688,940   

Equity attributable to shareholders

     8,486        6,026,149        6,201,976        6,168,554   

Equity attributable to Minority interests

     3,047        2,163,659        2,077,243        2,338,911   

Total equity

     11,532        8,189,808        8,279,219        8,507,464   

Capital stock(5)

     8,173        5,804,448        5,804,448        5,828,040   

Other Consolidated Financial Data

        

Capital expenditures (CAPEX)(6)

     1,919        1,362,561        1,089,362        774,820   

Depreciation, amortization and impairment losses(7)

     507        360,354        389,073        382,631   

 

(1) Solely for the convenience of the reader, Chilean peso amounts have been converted into U.S. dollars at the exchange rate of Ch$ 710.16 per U.S. dollar, as of December 31, 2015.
(2) Restated as a result of the application of IFRS 11.
(3) Operating expenses include selling and administration expense.
(4) As of December 31 of each year.
(5) Includes share premium.
(6) CAPEX figures represent effective payments for each year.
(7) For further detail please refer to Note 30 of the Notes to our consolidated financial statements.

 

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     As of and for the year ended December 31,  
     2015     2014     2013     2012     2011  

OPERATING DATA OF SUBSIDIARIES

          

Edesur (Argentina)

          

Electricity sold (GWh)(1)

     18,492        17,972        18,110        17,710        17,210   

Number of customers (thousands)

     2,480        2,464        2,444        2,389        2,389   

Total energy losses (%)(2)

     12.3     10.8     10.8     10.6     10.5

Ampla (Brazil)

          

Electricity sold (GWh)(1)

     11,547        11,678        11,025        10,793        10,202   

Number of customers (thousands)

     2,997        2,875        2,801        2,712        2,644   

Total energy losses (%)(2)

     20.9     20.1     19.8     19.6     19.7

Coelce (Brazil)

          

Electricity sold (GWh)(1)

     11,229        11,165        10,705        9,865        8,958   

Number of customers (thousands)

     3,758        3,625        3,500        3,338        3,224   

Total energy losses (%)(2)

     13.7     12.7     12.5     12.6     11.9

Codensa (Colombia)

          

Electricity sold (GWh)(1)

     13,946        13,660        13,332        12,958        12,552   

Number of customers (thousands)

     2,865        2,772        2,687        2,588        2,496   

Total energy losses (%)(2)

     7.3     7.2     7.0     7.3     7.8

Edelnor (Peru)

          

Electricity sold (GWh)(1)

     7,624        7,338        7,030        6,850        6,560   

Number of customers (thousands)

     1,337        1,293        1,255        1,203        1,144   

Total energy losses (%)(2)

     8.3     8.0     8.0     8.2     8.2

Endesa Américas

          

Installed capacity in Argentina (MW)(3)(4)

     3,632        3,632        3,632        3,632        3,632   

Installed capacity in Colombia (MW)(5)

     3,459        3,059        2,925        2,914        2,914   

Installed capacity in Peru (MW)(6)

     1,686        1,652        1,540        1,657        1,668   

Generation in Argentina (GWh)(3)(7)

     11,405        9,604        10,840        11,207        10,713   

Generation in Colombia (GWh)(5)7)

     13,705        13,559        12,748        13,251        12,051   

Generation in Peru (GWh)(6)(7)

     8,218        8,609        8,391        8,570        8,980   

Enel Brasil (Brazil)(7)

          

Installed capacity in Brazil (MW)

     987        987        987        987        987   

Generation in Brazil (GWh)(3)

     4,398        5,225        4,992        5,183        4,129   

Dock Sud (Argentina)(3)

          

Installed capacity in Argentina (MW)

     870        870        870        n.a        n.a.   

Generation in Argentina (GWh)

     3,799        4,786        3,582        n.a        n.a.   

EEPSA (Peru)(3)(6)

          

Installed capacity in Peru (MW)

     298        297        302        n.a        n.a.   

Generation in Peru (GWh)

     583        453        98        n.a        n.a.   

 

 

(1) Electricity sales may be different than reported in previous periods because currently sales do not reflect non-billable consumption.
(2) Energy losses are calculated as the difference between total energy generated, and purchased (GWh) and the energy sold (GWh), within a given period. Losses are expressed as a percentage of total energy purchased. Losses in distribution arise from illegally tapped energy as well as technical losses.
(3)

As a result of the 2013 capital increase described under “Item 4. Information on the Company – A. History and Development of the Company – History”, Dock Sud in Argentina and EEPSA in Peru were contributed

 

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  by Endesa Spain and their consolidation by Enersis began as of April 2013; therefore, 2013 data only includes the nine-month period from April 1, 2013 to December 31, 2013.
(4) Values from 2011 to 2015 were modified and correspond to values reported to CAMMESA (Argentina TSO).
(5) El Quimbo entered commercial operation during 2015, adding 400 MW of capacity.
(6) In Peru, the Santa Rosa TG 7 unit was recommissioned in December 2014, and during 2015 there were capacity adjustments and upgrades to existing plants, totaling an additional 33 MW. Mainly, Huinco with 20 (MW), Santa Rosa with 6 (MW) and Callahuanca with 4 MW.
(7) Beginning in 2013, we changed how we calculate our electricity generation. The impact of applying the new criteria on a cumulative basis for 2011 and 2012 is not material. We now report the energy effectively available for sales in all countries.

Exchange Rates

Fluctuations in the exchange rate between the Chilean peso and the U.S. dollar will affect the U.S. dollar equivalent of the peso price of our shares of common stock on the Santiago Stock Exchange (Bolsa de Comercio de Santiago), the Chilean Electronic Stock Exchange (Bolsa Electrónica de Chile) and the Valparaíso Stock Exchange (Bolsa de Corredores de Valparaíso). These exchange rate fluctuations affect the price of our American Depositary Shares (“ADSs”) and the conversion of cash dividends relating to the common shares represented by ADSs from Chilean pesos to U.S. dollars. In addition, to the extent that significant financial liabilities of the Company are denominated in foreign currencies, exchange rate fluctuations may have a significant impact on earnings.

In Chile, there are two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market is comprised of banks and other entities authorized by the Central Bank of Chile. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Central Bank of Chile has the authority to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Central Bank of Chile be informed of certain transactions that must be carried out through the Formal Exchange Market.

The U.S. dollar Observed Exchange Rate, which is reported by the Central Bank of Chile and published daily on its web page, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. Nevertheless, the Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the Observed Exchange Rate within a desired range.

The Informal Exchange Market reflects transactions carried out at an informal exchange rate (the “Informal Exchange Rate”). There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the Observed Exchange Rate. Foreign currency for payments and distributions with respect to the ADSs may be purchased either in the Formal or the Informal Exchange Market, but such payments and distributions must be remitted through the Formal Exchange Market.

The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. As of December 31, 2015, the U.S. dollar Observed Exchange Rate was Ch$ 710.16 per US$ 1.00.

 

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The following table sets forth the low, high, average and period-end Observed Exchange Rate for U.S. dollars for the periods set forth below, as reported by the Central Bank of Chile:

 

     Daily Observed Exchange Rate (Ch$ per US$)(1)  
           Low(2)                  High(2)                Average(3)              Period-end      

Year ended December 31,

           

2015

     597.10          715.66          654.66         710.16   

2014

     527.53          621.41          573.70         606.75   

2013

     466.50          533.95          498.83         524.61   

2012

     469.65          519.69          486.31         479.96   

2011

     455.91          533.74          483.45         519.20   

Month ended

           

March 2016

     669.80          694.82          n.a.         669.80   

February 2016

     689.18          715.41          n.a.         694.17   

January 2016

     710.37          730.31          n.a.         710.37   

December 2015

     693.72          711.52          n.a.         710.16   

November 2015

     688.94          715.66          n.a.         711.20   

October 2015

     673.91          695.53          n.a.         690.32   

 

Source: Central Bank of Chile.

(1) Nominal figures.
(2) Exchange rates are the actual low and high, on a day-by-day basis for each period.
(3) The average of the exchange rates on the last day of each month during the period.

As of April 28, 2016, the U.S. dollar Observed Exchange Rate was Ch$ 663.40 per US$ 1.00.

Calculation of the appreciation or devaluation of the Chilean peso against the U.S. dollar in any given period is made by determining the percent change between the reciprocals of the Chilean peso equivalent of US$ 1.00 at the end of the preceding period and the end of the period for which the calculation is being made. For example, to calculate the devaluation of the year-end Chilean peso in 2015, one determines the percent change between the reciprocal of Ch$ 606.75, the value of one U.S. dollar as of December 31, 2014, or 0.001648, and the reciprocal of Ch$ 710.16, the value of one U.S. dollar as of December 31, 2015, or 0.001408. In this example, the percentage change between the two periods is negative 14.6%, which represents the 2015 year-end devaluation of the Chilean peso against the 2014 year-end U.S. dollar. A positive percentage change means that the Chilean peso appreciated against the U.S. dollar, while a negative percentage change means that the Chilean peso devaluated against the U.S. dollar.

The following table sets forth the period-end rates for U.S. dollars for the years ended December 31, 2011 through December 31, 2015, based on information published by the Central Bank of Chile.

 

     Ch$ per US$(1)  
     Period End      Appreciation (Devaluation)  
     (in Ch$)      (in %)  

Year ended December 31,

     

2015

     710.16         (14.6)   

2014

     606.75         (13.5)   

2013

     524.61         (8.5)   

2012

     479.96         8.2   

2011

     519.20         (9.9)   

 

Source: Central Bank of Chile.

(1) Calculated based on the variation of period-end exchange rates.

 

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B. Capitalization and Indebtedness.

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds.

Not applicable.

 

D. Risk Factors.

A financial or other crisis in any region worldwide can have a significant impact on the countries in which we operate, and consequently, may adversely affect our operations as well as our liquidity.

The four countries in which we have electricity investments are vulnerable to external shocks, including financial and political events, which could cause significant economic difficulties and affect their growth. If any of these economies experience lower than expected economic growth or a recession, it is likely that our customers will demand less electricity and that some of our customers may experience difficulties paying their electric bills, possibly increasing our uncollectible accounts. Any of these situations could adversely affect our results of operations and financial condition.

Financial and political crises in other parts of the world could also adversely affect our business. For example, instability in the Middle East or in other oil producing regions could result in higher fuel prices worldwide, which in turn could increase the cost of fuel for our thermal generation plants and adversely affect our results of operations and financial condition.

In addition, an international financial crisis and its disruptive effects on the financial industry could adversely impact our ability to obtain new bank financings on the same historical terms and conditions. A financial crisis could also diminish our ability to access the capital markets in the four countries in which we operate as well as the international capital markets for other sources of liquidity, or increase the interest rates available to us. Reduced liquidity could, in turn, adversely affect our capital expenditures, our long-term investments and acquisitions, our growth prospects and our dividend payout policy.

South American economic fluctuations may affect our results of operations and financial condition as well as the value of our securities.

All of our operations are located in four South American countries. Accordingly, our consolidated revenues may be affected by the performance of South American economies as a whole. If local, regional, or worldwide economic trends adversely affect the economy of any of the four countries in which we have investments or operations, our financial condition and results from operations could be adversely affected. Moreover, we have investments in volatile countries, such as Argentina and Brazil. In Brazil, during 2015, some instability arose from the political sector due to corruption scandals involving several government officials, which has led to a deterioration of the perception of the Brazilian market, which in turn has led Brazil to lose its investment grade rating from Standard & Poor’s and Fitch Ratings. In 2015, 63% of our operating revenues and 67% of our operating income came from Brazil and Colombia.

Insufficient cash flows for our subsidiaries located in these volatile countries, have, in some cases, resulted in their inability to meet debt obligations and the need to seek waivers to comply with some debt covenants, or, to a limited extent, to require guarantees or other emergency measures from us, including extraordinary capital increases.

Future adverse developments in these economies may impair our ability to execute our strategic plans, which could adversely affect our results of operations and financial condition.

 

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In addition, South American financial and securities markets are, to varying degrees, influenced by economic and market conditions in other countries. Brazilian, Chilean and Colombian financial and securities markets may be adversely affected by events in other countries, which could adversely affect the value of our securities.

A deterioration of the economic situation in Argentina or a deeper devaluation of the Argentine peso could have an adverse effect on our debt.

The Argentine peso suffered a steep devaluation against the U.S. dollar during 2014, which has continued during 2015. Due to the decline in value of the Argentine peso relative to foreign currencies, the Argentine government has implemented policies to limit purchases of U.S. dollars. In 2014, the Argentine Central Bank raised the reference interest rate, which increased financing costs for banks and for private sector companies and it has been intervening in the market on a daily basis during 2015 in order to control further devaluation expectations. Although the pace of the devaluation of the Argentine peso against the U.S. dollar has slowed recently, the increase in interest paid on deposits has been insufficient to offset the inflation rate. The new government recently liberalized all currency restrictions imposed by the prior government, which resulted in the immediate devaluation of the Argentinean peso by more than 35% in one day. While the new government is expected to take actions to soften the impact of the one-time effect of devaluation, the devaluation of the Argentine peso may continue in 2016 and future years.

If Argentina’s economy were deemed hyperinflationary, a general price index would be used to present the amounts related to our Argentine subsidiaries in our consolidated financial statements under the provisions outlined in IAS 29, “Financial Reporting in Hyperinflationary Economies.” Amounts for the previous reporting periods would be restated by applying the general price index so that the financial statements between the periods presented would be comparative.

In 2014, the Argentine banking industry increased interest rates on loans and shortened maturities. Liquidity in the Argentine derivatives market also deteriorated, which limited access to swaps of Argentine peso denominated debt into other currencies. As a result our Argentine peso-denominated debt is exposed to further devaluation of the Argentine peso.

Argentina’s sovereign creditworthiness seriously deteriorated in 2014, based on market data and reports from credit ratings agencies and such situation has worsened during 2015. Argentina’s sovereign debt rating maintained its “selective default” rating by Standard & Poor’s and “restricted default” rating by Fitch, both ratings as a result of a default on Argentina’s sovereign bonds in July 2014. Moody’s maintained the long term foreign currency debt rating at “Caa1,” updated in November 2015 with positive outlook. Further deterioration of Argentina’s economy could adversely affect our results of operations and financial condition. For further information on our consolidated financial statements by segments, please see Note 35 of the Notes to our consolidated financial statements.

Certain South American countries have been historically characterized by frequent and occasionally drastic economic interventionist measures by governmental authorities, including expropriations, which may adversely affect our business and financial results.

Governmental authorities have altered monetary, credit, tariff, tax and other policies to influence the course of the economies of Argentina, Brazil, Colombia and Peru. Even though we do not have assets in Chile, we are a company established under the laws of the Republic of Chile. Therefore, taxes will be paid in Chile and we will be subject to changes in Chilean tax laws. To a lesser extent, the Chilean government continues to exercise substantial influence over many aspects of the private sector, which may result in changes to economic or other policies. For example, in September 2014, the Chilean government approved the progressive increase of the corporate income tax and a change in the tax system, which may have an additional negative effect upon non-Chilean holders of shares or ADSs. On February 8, 2016, Law 20,899 was enacted, which made adjustments to

 

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this tax reform. For further details regarding Chilean tax considerations, please refer to “Item 10. Additional Information — E. Taxation.” Other governmental actions in these South American countries have also involved wage, price and tariff rate controls and other interventionist measures, such as expropriation or nationalization.

For example, Argentina froze bank accounts and imposed capital restrictions in 2001, nationalized the private sector pension funds in 2008, used its Central Bank reserves to pay down indebtedness maturing in 2010, expropriated Repsol’s 51% stake in YPF in 2012 and imposed exchange controls in 2014, which limited Argentine access to foreign currencies. In 2010, Colombia imposed an equity tax to finance reconstruction and repair efforts related to severe flooding, which resulted in an extraordinary tax expense accrual recorded in January 2011 for taxes payable in 2011 through 2014.

Changes in governmental and monetary policies regarding tariffs, exchange controls, regulations and taxation could reduce our profitability. Inflation, devaluation, social instability and other political, economic or diplomatic developments, including the response by governments in the region to these circumstances, could also reduce our profitability. Any of these scenarios could adversely affect our results of operations and financial condition.

Our electricity business is subject to risks arising from natural disasters, catastrophic accidents and acts of terrorism, which could adversely affect our operations, earnings and cash flow.

Our primary facilities include power plants, transmission and distribution assets, pipelines, liquefied natural gas (“LNG”) terminals and re-gasification plants, storage and chartered LNG tankers. Our facilities may be damaged by earthquakes, flooding, fires, and other catastrophic disasters arising from natural or accidental human causes, as well as acts of terrorism. A catastrophic event could cause disruptions in our business, significant decreases in revenues due to lower demand or significant additional costs to us not covered by our business interruption insurance. There may be lags between a major accident or catastrophic event and the final reimbursement from our insurance policies, which typically carry a deductible and are subject to per event policy maximum amounts.

As an example, on May 6, 2013, a blade of Edegel’s Santa Rosa gas turbine unit No. 7 broke and produced catastrophic damage to the unit following a fire. The turbine damage was classified as a total loss and its replacement cost exceeded US$ 60 million in property damage and lost profits. The unit was out of service for 19 months, until December 5, 2014. Such accidents may affect our operations, earnings and cash flow.

We are subject to financing risks, such as those associated with funding our new projects and capital expenditures, and risks related to refinancing our maturing debt; we are also subject to debt covenant compliance, all of which could adversely affect our liquidity.

As of December 31, 2015, our consolidated debt totaled Ch$ 2,464 billion.

Our debt had the following maturity profile:

 

    Ch$ 617 billion in 2016;

 

    Ch$ 682 billion from 2017 to 2018;

 

    Ch$ 373 billion from 2019 to 2020; and

 

    Ch$ 792 billion thereafter.

Set forth below is a breakdown by country for debt maturing in 2016:

 

    Ch$ 183 billion for Chile;

 

    Ch$ 170 billion for Colombia

 

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    Ch$ 135 billion for Brazil;

 

    Ch$ 98 billion for Peru; and

 

    Ch$ 31 billion for Argentina.

Some of our debt agreements are subject to (1) financial covenants, (2) affirmative and negative covenants, (3) events of default, (4) mandatory prepayments for contractual breaches, and (5) certain change of control clauses for material mergers and divestments, among other provisions. A significant portion of our financial indebtedness is subject to cross default provisions, which have varying definitions, criteria, materiality thresholds and applicability with respect to subsidiaries that could give rise to such a cross default.

In the event that we or our subsidiaries breach any of these material contractual provisions, our creditors and bondholders may demand immediate repayment, and a significant portion of our indebtedness could become due and payable. For example, for the quarters ended December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015, our Argentine subsidiary El Chocón did not comply with the interest coverage ratio test (EBITDA to interest expense) pursuant to a covenant requirement under the loan agreement with Standard Bank, Deutsche Bank and Itaú that matured and was paid in February 2016. El Chocón experienced difficulties in complying with this covenant several times in the past and obtained waivers from its lenders. If the lenders had decided to declare an event of default and accelerate the loan, the principal and interest would have become immediately due and payable under this facility. Because of cross-acceleration provisions of El Chocón’s other loans, an additional debt would also have been accelerated and El Chocón would have been forced into bankruptcy. In the distribution business, Ampla has been facing different financial problems as a consequence of the Brazilian economic and political situation, which led to a lower electricity demand, higher costs related to inflation and in the specific case of Ampla, to a deterioration of its cash flows and EBITDA, similar to other distribution companies in the Brazilian market. This required Ampla to renegotiate, among other measures, some of its financial covenants between December 2015 and January 2016, in order to avoid breaching them. There is an additional risk of noncompliance if the economic environment in Brazil continues to worsen. In March 2016, as a consequence of the political and economic situation prevailing in Brazil, we also have guaranteed Ampla’s US$ 75 million three-year bank term loan. The financing was granted in Chile in U.S. dollars, and has a swap from U.S. Dollars to Brazilian reais contracted in Brazil, which was also guaranteed by us.

We may be unable to refinance our indebtedness or obtain such refinancing on terms acceptable to us. In the absence of such refinancing, we could be forced to dispose of assets in order to make the payments due on our indebtedness under circumstances that might not be favorable to obtaining the best price for such assets. Furthermore, we may be unable to sell our assets quickly enough, or at sufficiently high prices, to enable us to make such payments.

We may also be unable to raise the necessary funds required to finish our projects under development or under construction. Market conditions prevailing at the moment we require these funds or other unforeseen project costs can compromise our ability to finance these projects and expenditures.

As of the date of this Report, we believe that Brazil is a country in which we operate with a high refinancing risk. As of December 31, 2015, the third-party debt of our Brazilian subsidiaries amounted to Ch$ 560 billion. Our inability to finance new projects or capital expenditures or to refinance our existing debt could adversely affect our results of operation and financial condition.

We may be unable to enter into suitable investments, alliances and acquisitions.

On an ongoing basis, we review acquisition prospects that may increase our market coverage or supplement our existing businesses, though there can be no assurance that we will be able to identify and consummate suitable acquisition transactions in the future. The acquisition and integration of independent companies that we do not control is generally a complex, costly and time-consuming process and requires significant efforts and

 

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expenditures. If we consummate an acquisition, it could result in the incurrence of substantial debt and assumption of unknown liabilities, the potential loss of key employees, amortization expenses related to tangible assets and the diversion of management’s attention from other business concerns. In addition, any delays or difficulties encountered in connection with acquisitions and the integration of multiple operations could have a material adverse effect on our business, financial condition or results of operations.

Because our generation and transmission business depends heavily on hydrological conditions, droughts and climate change may adversely affect our operations and profitability.

Approximately 53% of our consolidated installed generation capacity in 2015 was hydroelectric. Accordingly, extreme hydrological conditions and climate change could adversely affect our business, results of operations and financial condition. In the last few years, regional hydrological conditions have been affected by two climate phenomena — El Niño and La Niña — that influence rainfall and resulted in droughts. For example, in Brazil, where 67% of our installed capacity is hydroelectric, the low hydrological contributions recorded in 2014 and 2015 and the consequent higher thermal dispatch and spot prices, encouraged the authority in making regulatory changes through a modification of the upper limits. Also, El Niño phenomenon has affected Colombian hydrologic conditions since May 2015, leading to a rainfall deficit and high temperatures, and as a consequence, higher energy prices. Each El Niño event is different and, depending on its intensity and duration, the magnitude of the social and economic effects could be more pronounced. Peru has also experienced rain deficits, especially towards the end of 2015, and forecasts show an expected decrease in the natural flow of the basins in which we operate. The hydrology situation will depend on the level of reservoirs by the beginning of May 2016.

Droughts also affect the operation of our thermal plants, including our facilities that use natural gas, fuel oil or coal as fuel, in the following manner:

 

    During drought periods, thermal plants are used more frequently. Thermal plant operating costs can be considerably higher than those of hydroelectric plants. Our operating expenses increase during these periods. In addition, depending on our commercial obligations, we may need to buy electricity at spot prices in order to comply with our contractual supply obligations and the cost of these electricity purchases may exceed our contracted electricity sale prices, thus potentially producing losses from those contracts. For further information with respect to the effect of hydrology on our business and financial results, please refer to “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company — a. Generation Business.”

 

    Our thermal plants require water for cooling and droughts not only reduce the availability of water, but also increase the concentration of chemicals, such as sulfates in the water. The high concentration of chemicals in the water we use for cooling increases the risk of damaging the equipment at our thermal plants as well as the risk of violating environmental regulations. As a result, we may have to purchase water from agricultural areas that are also experiencing shortages of water. These water purchases may increase our operating costs and also require us to further negotiate with the local communities.

 

    Thermal power plants burning natural gas generate emissions such as sulfur dioxide (SO2) and nitrogen oxide (NO) gases. When operating with diesel they also release particulate matter into the atmosphere. Coal fired plants generate emissions of SO2 and NO. Therefore, greater use of thermal plants during periods of drought increases the risk of producing a higher level of pollutants.

In addition, according to certain weather forecast models, the drought that is affecting the regions where most of our hydroelectric plants are located may last for an extended period and may recur in the future. A prolonged drought may exacerbate the risks described above and have a further adverse effect upon our business, results of operations and financial condition.

 

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Governmental regulations may adversely affect our business.

We are subject to extensive regulation on the tariffs we charge to our customers and on other aspects of our business and these regulations may adversely affect our profitability. For example, governments can impose electricity rationing during droughts or prolonged failures of power facilities. During rationing, if we are unable to generate enough electricity to comply with our contractual obligations, we may be forced to buy electricity at the spot price, as even a severe drought does not release us from our contractual obligations as a force majeure event. If we are unable to buy enough electricity at the spot price to comply with our contractual obligations, we would have to compensate our regulated customers for the electricity we failed to provide at the rationed price. Rationing periods have occurred in the past and may occur in the future. Our generation subsidiaries may be required to pay regulatory penalties if they fail to provide adequate service under their contractual obligations. Material rationing policies imposed by regulatory authorities in any of the countries in which we operate could adversely affect our business, results of operations and financial condition.

Governmental authorities may also delay the distribution tariff review process, or tariff adjustments determined by governmental authorities may be insufficient to pass through our costs (as has been the case with Edesur, our Argentine distribution subsidiary and with Ampla and Coelce, our Brazilian distribution subsidiaries, for part of 2014). Similarly, electricity regulations issued by governmental authorities in the countries in which we operate may affect the ability of our generation companies to collect revenues sufficient to offset their operating costs.

The inability of any company in our consolidated group to collect revenues sufficient to cover operating costs may affect the ability of that company to operate as a going concern and may otherwise have an adverse effect on our business, financial results and operations.

In addition, changes in the regulatory framework are often submitted to the legislators and administrative authorities in the countries in which we operate and some of these changes could have a material adverse impact on our business, results of operations and financial condition. For example, commercial operations of Emgesa’s El Quimbo power plant have been intermittent due to legislative and judicial decisions regarding its authorization to commence commercial operations.

These changes could adversely affect our business, results of operations and financial condition.

Our business and profitability could be adversely affected if water rights are denied or if water concessions are granted with limited duration.

Approximately 53% of our installed capacity is hydroelectric. We own water rights for the supply of water from rivers and lakes near our production facilities, granted in Argentina by the Argentine State, in Colombia by the Ministry of Environment, Housing and Territorial Development (“MAVDT” in its Spanish acronym), in Peru by the Water National Authority (“ANA” in its Spanish acronym), and in Brazil by the Water National Authority (“ANA” in its Portuguese acronym). In Colombia, water rights or water concessions are granted for 50 years, renewable by equal periods; however, these concessions may be revoked, for example, due to a progressive decrease or depletion of water. In Colombia, human consumption is the first priority before any other use. A similar event may happen in Peru and we could lose our water rights, even when concessions are granted for indefinite periods, due to scarcity or decline in quality.

Any limitations on our current water rights, our need for additional water rights, or our current unlimited duration of water concessions could have a material adverse effect on our hydroelectric development projects and our profitability.

Regulatory authorities may impose fines on our subsidiaries, which could adversely affect our results of operations and financial condition.

Our electricity businesses may be subject to regulatory fines for any breach of current regulations, including energy supply failures, in the four countries in which we operate. In Peru, fines may be imposed for a maximum

 

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of 1,400 Treasury Tax Units (Unidad Impositiva Tributaria or “UIT”), or Ch $ 1,103 million, using the UIT and foreign exchange rates as of December 31, 2015. In Colombia, fines may be imposed for a maximum of 2,000 Minimum Monthly Salaries (Salarios Mínimos Mensuales), or Ch$ 291 million using the Minimum Monthly Salary and foreign exchange rates as of December 31, 2015. In Argentina, there is no maximum limit for relevant fines. In Brazil, fines may be imposed for up to 2.0% of an electricity company’s revenues.

Our electricity generation subsidiaries are supervised by their local regulatory entities and may be subject to these fines in cases where, in the opinion of the regulatory entity, operational failures affecting the regular energy supply to the system are the fault of the company such as when agents are not coordinated with the system operator. In addition, our subsidiaries may be required to pay fines or compensate customers if those subsidiaries are unable to deliver electricity, even if such failure is due to forces outside of the subsidiaries’ control.

For example, in April 2013, Edegel, our generation company in Peru, was fined Ch$ 73.9 million by the Osinergmin, the Peruvian regulatory electricity authority, for the unavailability in several occasions of some of its units in 2008. Edegel paid two of the four fines and appealed the other two, which are still under dispute. In 2015, the Electricity National Regulatory Agency (“ENRE” in its Spanish acronym) imposed fines on Edesur, our distribution company in Argentina, for a total of Ch$ 6.6 billion due to technical and commercial operation failures. For further information on fines, please refer to Note 38 of the Notes to our consolidated financial statements.

We depend on payments from our subsidiaries, jointly-controlled entities and associates to meet our payment obligations.

In order to pay our obligations, we rely on cash from dividends, loans, interest payments, capital reductions and other distributions from our subsidiaries and equity affiliates. The ability of our subsidiaries and equity affiliates to pay dividends, interest payments, loans and other distributions to us is subject to legal constraints such as dividend restrictions, fiduciary duties, contractual limitations and foreign exchange controls that may be imposed in any of the four countries where they operate.

Historically, we have not been able to access at all times the cash flows of our operating subsidiaries due to government regulations, strategic considerations, economic conditions and credit restrictions.

Our future results from operations may continue to be subject to greater economic and political uncertainties, such as government regulations, economic conditions and credit restrictions, and therefore we may not be able to rely on cash flows from operations in those entities to repay our debt.

Dividend Limits and Other Legal Restrictions. Some of our subsidiaries are subject to legal reserve requirements and other restrictions on dividend payments. Other legal restrictions, such as foreign currency controls, may limit the ability of our subsidiaries and equity affiliates to pay dividends and make loan payments or other distributions to us. In addition, the ability of any of our subsidiaries that are not wholly-owned to distribute cash to us may be limited by the directors’ fiduciary duties of such subsidiaries to their minority shareholders. Furthermore, some of our subsidiaries may be forced by local authorities, in accordance with applicable regulation, to diminish or eliminate dividend payments. As a consequence of such restrictions, our subsidiaries could, under certain circumstances, be impeded from distributing cash to us.

Contractual Constraints. Distribution restrictions included in certain credit agreements of our subsidiaries Costanera and El Chocón may prevent dividends and other distributions to shareholders if they are not in compliance with certain financial ratios. Generally, our credit agreements prohibit any type of distribution if there is an ongoing default.

Operating Results of Our Subsidiaries. The ability of our subsidiaries and equity affiliates to pay dividends or make loan payments or other distributions to us is limited by their operating results. To the extent that the cash

 

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requirements of any of our subsidiaries exceed their available cash, the subsidiary will not be able to make cash available to us, which was the case of Ampla and Enel Brazil as a consequence of the economic and political situation that Brazil and especially the distribution sector, is dealing with.

Any of the situations described above could adversely affect our business, results of operations and financial condition.

Foreign exchange risks may adversely affect our results and the U.S. dollar value of dividends payable to ADS holders.

The currencies of South American countries in which we and our subsidiaries operate have been subject to large devaluations and appreciations against the U.S. dollar and may be subject to significant fluctuations in the future. Historically, a significant portion of our consolidated indebtedness has been denominated in U.S. dollars. Although a substantial portion of our operating cash flows is linked to U.S. dollars (primarily coming from the generation and transmission business), we generally have been and will continue to be materially exposed to currency fluctuations of our local currencies against the U.S. dollar because of time lags and other limitations to peg our tariffs to the U.S. dollar.

In countries where operating cash flows are denominated in the local currency, we seek to maintain debt in the same currency, but due to market conditions it may not be possible to do so.

Because of this exposure, the cash generated by our subsidiaries can decrease substantially when local currencies devalue against the U.S. dollar. Future volatility in the exchange rate of the currencies in which we receive revenues or incur expenditures may adversely affect our business, results of operations and financial condition.

As of December 31, 2015, the amount of our total consolidated debt was Ch$ 2,464 billion. Of this amount, Ch$ 379 billion, or 15%, was denominated in U.S. dollars. As of December 31, 2015, our consolidated foreign currency-denominated indebtedness (other than U.S. dollars) included the equivalent of:

 

    Ch$ 1,182 billion in Colombian pesos;

 

    Ch$ 558 billion in Brazilian reais;

 

    Ch$ 290 billion in Peruvian soles;

 

    Ch$ 30 billion in Argentine pesos; and

 

    Ch$ 25 billion in Chilean pesos.

These amounts total Ch$ 2,085 billion in currencies other than U.S. dollars.

For the twelve-month period ended December 31, 2015, our operating cash flows were Ch$ 1,933 billion (before consolidation adjustments) of which:

 

    Ch$ 550 billion, or 29%, came from Chile;

 

    Ch$ 490 billion, or 25%, came from Colombia;

 

    Ch$ 350 billion, or 18%, came from Argentina;

 

    Ch$ 277 billion, or 14%, came from Peru; and

 

    Ch$ 266 billion, or 14%, came from Brazil.

 

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We are involved in litigation proceedings.

We are currently involved in various litigation proceedings, which could result in unfavorable decisions or financial penalties against us. We will continue to be subject to future litigation proceedings, which could cause material adverse consequences to our business.

For example, in 2001, the inhabitants of Sibaté (part of the Cundinamarca Department, Colombia) sued Emgesa and two other unrelated parties because of the possible contamination of El Muña Reservoir, demanding that the defendants pay for damages of CPs 3 billion (approximately Ch$ 675 billion). The plaintiffs argued that the contamination is a consequence of the pumping of polluted water from the Bogotá River. Emgesa argued that it is not responsible since the company had received the polluted water and requested the inclusion as additional defendants in the judicial proceedings, numerous public and private entities that discharged pollutants into the river or were responsible for the environmental management of the river’s basin. This request was originally accepted by the court, but in June 2015 the court decision was reversed and the new parties were subsequently excluded as defendants. Emgesa appealed such determination and the case remains pending. Our financial condition or results of operations could be adversely affected if we are unsuccessful in defending this litigation or other lawsuits and proceedings against us. For further information on litigation proceedings, please see Note 36.3 of the Notes to our consolidated financial statements.

The values of our generation and transmission business subsidiaries’ long-term energy supply contracts are subject to fluctuations in the market prices of certain commodities and other factors.

We have economic exposure to fluctuations in the market prices of certain commodities as a result of the long-term energy sales contracts into which we have entered. We and our subsidiaries have material obligations as selling parties under long-term fixed-price electricity sales contracts. Prices in these contracts are indexed according to different commodities, the exchange rate, inflation, and the market price of electricity. Adverse changes to these indices would reduce the rates we charge under our long-term fixed-price electricity sales contracts, which could adversely affect our business, results of operations and financial condition.

Our controlling shareholder may exert substantial influence over us and may have a different strategic view for our development than that of our minority shareholders.

Enel beneficially owns 60.6% of our share capital. Enel, our ultimate controlling shareholder, has the power to determine the outcome of substantially all material matters that require shareholders’ votes, such as the election of the majority of our board members and, subject to contractual and legal restrictions, our dividend policy. Enel also exercises decisive influence over our business strategy and operations. Its interests may in some cases differ from those of our minority shareholders. For example, Enel conducts its business operations in the field of renewable energies in South America through Enel Green Power S.p.A. and in the Chilean electricity business through Enersis Chile, in neither of which we have equity interests. Any present or future conflict of interest affecting Enel may be resolved against our best interests in these matters. As a consequence, our growth may be potentially limited, and our business and results of operations may be adversely affected.

Environmental regulations in the countries in which we operate and other factors may cause delays, impede the development of new projects or increase the costs of operations and capital expenditures.

Our operating subsidiaries are subject to environmental regulations which, among other things, require us to perform environmental impact studies for future projects and obtain permits from both local and national regulators. The approval of these environmental impact studies may take longer than planned and may be withheld by governmental authorities. Local communities and ethnic and environmental activists, among others, may intervene in the approval process to delay or prevent a project’s development. They may also seek injunctive or other relief, which could negatively impact us if they are successful.

In addition to environmental matters, there are other factors that may adversely affect our ability to build new facilities or to complete projects currently under development on time, including delays in obtaining

 

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regulatory approvals, shortages or increases in the price of equipment, materials or labor, strikes, adverse weather conditions, natural disasters, civil unrest, accidents, or other unforeseen events. Any such event could adversely impact our results of operations and financial condition.

Delays or modifications to any proposed project and laws or regulations may change or be interpreted in a manner that could adversely affect our operations or our plans for companies in which we hold investments, which could adversely affect our business, results of operations and financial condition.

Our power plant projects may encounter significant opposition from different groups that may delay their development, increase costs, damage our reputation and potentially result in impairment of our goodwill with stakeholders.

Our reputation is the foundation of our relationship with key stakeholders and other constituencies. If we are unable to effectively manage real or perceived issues that could negatively impact sentiments toward us, our business, results of operations and financial condition could be adversely affected.

The development of new and existing power plants may face opposition from several stakeholders, such as ethnic groups, environmental groups, land owners, farmers, local communities and political parties, among others, all of which may impact the sponsoring company’s reputation and goodwill. For example, El Quimbo hydroelectric project in Colombia faced constant demands from the public which delayed construction and increased costs. From April 27, 2014 to May 12, 2014, a national agricultural strike involving communities near the project blocked roads and occupied neighboring land. Additional protests during 2014 blocked the entrance to the Balseadero viaduct construction site and the reservoir basin.

The operation of our current thermal power plants may also affect our goodwill with stakeholders, due to emissions such as particulate matter, sulfur dioxide and nitrogen oxides, which could adversely affect the environment.

Damage to our reputation may exert considerable pressure on regulators, creditors, and other stakeholders and ultimately lead to projects and operations that may not be optimal, causing our share prices to drop and hindering our ability to attract or retain valuable employees, all of which could result in an impairment of our goodwill with stakeholders.

Our business may experience adverse consequences if we are unable to reach satisfactory collective bargaining agreements with our unionized employees.

A large percentage of our employees are members of unions and have collective bargaining agreements that must be renewed on a regular basis. Our business, financial condition and results of operations could be adversely affected by a failure to reach agreement with any labor union representing such employees or by an agreement with a labor union that contains terms we view as unfavorable. The laws of many of the countries in which we operate provide legal mechanisms for judicial authorities to impose a collective agreement if the parties are unable to come to an agreement, which may increase our costs beyond what we have budgeted.

In addition, we employ many highly-specialized employees, and certain actions such as strikes, walk-outs or work stoppages by these employees, could adversely impact our business, results of operations and financial condition as well as our reputation.

Interruption or failure of our information technology and communications systems or external attacks to or breaches of these systems could have an adverse effect on our operations and results.

We depend on information technology, communication and processing systems (“IT Systems”) to operate our businesses, the failure of which could adversely affect our business, results of operations and financial condition.

 

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IT Systems are all vital to our generation subsidiaries’ ability to monitor our power plants’ operations, maintain generation and network performance, adequately generate invoices to customers, achieve operating efficiencies and meet our service targets and standards. Our distribution subsidiaries could also be affected adversely because they rely heavily on IT Systems to monitor their grids, billing processes for millions of customers and customer service platforms. Temporary or long-lasting operational failures of any of these IT Systems could have a material adverse effect on our results of operations. Additionally, cyber attacks can have an adverse effect on the company’s image and its relationship with the community. In the last few years, global cyber attacks on security systems, treasury operations, and IT Systems have intensified. We are exposed to cyber-terrorist attacks aimed at damaging our assets through computer networks, cyber spying involving strategic information that may be beneficial for third parties and cyber-theft of proprietary and confidential information, including information of our customers. During 2014, we suffered two cyber attacks perpetrated by a cyber-terrorist group, which impacted websites in Argentina, Brazil, Colombia and Peru. In one case, the attack resulted in a service interruption of 90 minutes. Further cyber attacks may occur and may affect us in the future.

We rely on electricity transmission facilities that we do not own or control. If these facilities do not provide us with an adequate transmission service, we may not be able to deliver the power we sell to our final customers.

We depend on transmission facilities owned and operated by other unaffiliated power companies to deliver the electricity we sell. This dependence exposes us to several risks. If transmission is disrupted, or transmission capacity is inadequate, we may be unable to sell and deliver our electricity. If a region’s power transmission infrastructure is inadequate, our recovery of sales costs and profits may be insufficient. If restrictive transmission price regulation is imposed, transmission companies upon whom we rely may not have sufficient incentives to invest in expansion of their transmission infrastructure, which could adversely affect our operations and financial results. Currently, the construction of new transmission lines is taking longer than in the past, mainly because of new social and environmental requirements that are creating uncertainty about the probability of completing the projects. In addition, the increase of new non-conventional renewable energy (“NCRE”) projects in the region is congesting the current transmission systems as these projects can be built relatively quickly, while new transmission projects may take longer to be built.

Any such disruption or failure of transmission facilities could interrupt our business, which could adversely affect our results of operations and financial condition.

The relative illiquidity and volatility of Chilean securities markets could adversely affect the price of our common stock and ADSs.

Even though we do not have assets in Chile, our shares are traded on the Chilean Stock Exchanges since we are organized under the laws of the Republic of Chile and we have our headquarters in Chile. Chilean securities markets are substantially smaller and less liquid than the major securities markets in the United States. In addition, Chilean securities markets may be affected materially by developments in other emerging markets. The low liquidity of the Chilean market may impair the ability of shareholders to sell shares, or holders of ADSs to sell shares of our common stock withdrawn from the ADS program into the Chilean market in the amount and at the price and time they wish to do so. Also, the liquidity and the market for our shares or ADSs may be affected by a number of factors including variations in exchange and interest rates, the deterioration and volatility of the markets for similar securities and any changes in our liquidity, financial condition, creditworthiness, results and profitability.

Our historical performance may not be representative of our performance after the Spin-Off.

Our historical performance might have been different if we had been a separate entity during the periods presented in our financial statements. The historical financial information included in this Report is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future. There may be changes that will occur in our cost structure, funding and operations as a result of the separation of Enersis Chile from us, including increased costs associated with reduced economies of scale.

 

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Lawsuits against us brought outside of the South American countries in which we operate or complaints against us based on foreign legal concepts may be unsuccessful.

All of our assets are located outside of the United States. All of our directors and all of our officers reside outside of the United States and most of their assets are located outside the United States as well. If any investor were to bring a lawsuit against our directors, officers or experts in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons, or to enforce against them, in United States or Chilean courts, judgments obtained in United States courts based upon the civil liability provisions of the federal securities laws of the United States. In addition, there is doubt as to whether an action could be brought successfully in Chile on the basis of liability based solely upon the civil liability provisions of the United States federal securities laws.

Our business and the shares and ADSs may be adversely impacted if the Merger is not consummated.

There can be no assurance that the Merger will occur, as the Merger is subject to certain conditions including shareholders approval, among others. The Company cannot guarantee that these conditions will be satisfied and that the Merger will be successfully completed. The failure to consummate the Merger following the Spin-Off will prevent the Company from reaping the expected benefits of the Merger, which could adversely affect our results of operations and financial condition and could adversely affect the price of the Company’s shares and ADSs.

 

  Item 4. Information on the Company

 

  A. History and Development of the Company.

History

We are a publicly held limited liability stock corporation organized under the law of the Republic of Chile. We were organized on June 19, 1981 and we operated under the name Enersis S.A. (“Enersis”) from 1988 until March 1, 2016, when our name was changed to Enersis Américas S.A. Since January 1983, we have been registered in Santiago with the SVS under Registration No. 0175. We also registered with the United States Securities and Exchange Commission under the commission file number 001-12440 on October 19, 1993.

Our contact information in Chile is:

 

Street Address:    Santa Rosa 76, Santiago, Código Postal 8330099, Chile
Telephone:    (56-2) 2353-4639
Web site:    www.enersis.cl

We are an electricity utility company engaged, through our subsidiaries and affiliates, in the generation, transmission and distribution of electricity businesses in Argentina, Brazil, Colombia, and Peru.

Since June 2009, our controlling shareholder has been the Italian company Enel S.p.A. (“Enel”), which holds a beneficial ownership of 60.6% of our shares. Enel is an international energy company operating worldwide in the power and gas markets, with a focus on Europe and Latin America. Enel operates in 32 countries across four continents, with over 95 GW of net installed capacity and distributes electricity and gas through a network covering approximately 1.9 million km. Enel has 61 million customers worldwide.

We are one of the largest publicly listed companies in the electricity sector in South America. We trace our origins to Compañía Chilena de Electricidad Ltda. (“CCE”), which was formed in 1921 as a result of the merger of Chilean Electric Tramway and Light Co., founded in 1889, and Compañía Nacional de Fuerza Eléctrica (“CONAFE”), with operations dating back to 1919. In 1970, the Chilean government nationalized CCE. During the 1980s, the sector was reorganized through the Chilean Electricity Law, known as the Decree No. with Force

 

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of Law Number 1 of 1982 (“DFL 1”), CCE’s operations were divided into one generation company, AES Gener S.A. (“Gener”), a currently unrelated company, and two distribution companies, one with a concession in the Valparaíso Region, Chilquinta S.A., a currently unrelated company, and the other with a concession in the Santiago metropolitan region, Compañía Chilena Metropolitana de Distribución Eléctrica S.A. From 1982 to 1987, the Chilean electric utility sector went through a process of re-privatization. In August 1988, Compañía Chilena Metropolitana de Distribución Eléctrica S.A., our predecessor company, changed its name to Enersis S.A. and became the new parent company of Distribuidora Chilectra Metropolitana S.A., later renamed Chilectra S.A. In the 1990s, we diversified into electricity generation and transmission through our increasing equity stakes in Endesa Chile.

We began our international operations in 1992 with our investment in Edesur, an Argentine electricity distribution company. That same year, Endesa Chile, which at that time was an affiliated company, also started its international operations with its investment in Costanera, an Argentine electricity generation company. We then expanded primarily into electricity generation, transmission and distribution businesses in four South American countries: Argentina, Brazil, Colombia and Peru. We remain focused on the electricity sector, although we have small operations in other businesses that represent less than 1.0% of our consolidated assets, in the aggregate.

In 2005, Enel Brasil was formed to manage all generation, transmission and distribution assets that Endesa Latinoamérica, Endesa Chile, Chilectra and we held in Brazil; namely, Ampla, Fortaleza, CIEN, Cachoeira Dourada and Coelce. As of December 31, 2015, we had an 84.4% beneficial economic interest in Enel Brasil.

In 2006, in order to achieve synergies in Peru, we merged Edegel and Empresa de Generación Termoeléctrica Ventanilla S.A., a Peruvian generation company that was owned by the Spanish electric utility, Endesa, S.A. (“Endesa Spain”) at the time, creating a 457 MW thermoelectric generation company.

In September 2007, we merged our generation subsidiaries in Colombia to form Emgesa. As of December 31, 2015, we had a 37.7% beneficial economic interest in Emgesa, directly and indirectly through Endesa Chile. Pursuant to a shareholders’ agreement and the transfer of our 25.1% voting rights to Endesa Chile, we control Emgesa though Endesa Chile and therefore consolidate Emgesa. For more information regarding the control and consolidation of Emgesa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

In February 2009, Codensa, our Colombian distribution subsidiary, acquired approximately 49% of DECSA, an investment vehicle. The remaining 51% was acquired by Empresa de Energía de Bogotá (“EEB”). Codensa and EEB jointly control DECSA.

In March 2009, DECSA acquired 82.3% of Empresa de Energía de Cundinamarca S.A. (“EEC”), a formerly state-owned company that was privatized that year. EEC is a Colombian company primarily engaged in trading of electricity in Cundinamarca province.

In October 2009, Endesa Chile purchased an additional 29.4% of Edegel from Generalima, an indirect Peruvian subsidiary of Endesa Spain. With this transaction, Endesa Chile increased its economic interest in Edegel from 33.1% to 62.5%. As of December 31, 2015, we had a 58.6% beneficial economic interest in Edegel. In the same month, we acquired additional share capital of our Peruvian subsidiary, Edelnor, increasing our beneficial ownership stake in Edelnor to 75.5%.

In June 2012, Endesa Spain, our parent company at the time, proposed a capital increase in our Company, in which it would carry out an in-kind contribution of all of its equity interests in 25 companies in the five South American countries in which we operate. The rest of the shareholders would have the right to contribute their

 

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proportional participation in cash. The capital increase was approved by an Extraordinary Shareholders’ Meeting held on December 20, 2012. The capital increase was first offered to existing shareholders through a rights offering registered with both the Chilean SVS and the United States SEC and subsequently through a follow-on offering, which ended on March 28, 2013. The total Ch$ 2,846 billion (approximately US$ 6 billion) capital increase consisted of Ch$ 1,714 billion (approximately US$ 3.6 billion) of in-kind contributions from Endesa Spain and Ch$ 1,132 billion (approximately US$ 2.4 billion) in cash from minority shareholders (the “2013 capital increase”). We began consolidating Piura, Cemsa and Dock Sud as of April 1, 2013, following the in-kind contribution.

Following the 2013 capital increase, we acquired additional interests in certain companies in which we already had a minority economic interest, directly or indirectly through our subsidiaries, including the following transactions:

 

    On January 14, 2014, we submitted a voluntary public offer for the acquisition of shares from the shareholders of our subsidiary Coelce. A price of R$ 49 was offered per share, for all share classes. At the time of the announcement, we controlled Coelce and had an economic interest of 58.9%. We acquired 3,002,812 additional ordinary shares, 8,818,006 preferred A shares and 424 preferred B shares, equivalent to an investment of approximately Ch$ 133 billion. As a consequence of this transaction which closed in May 2014, we hold a 64.9% economic interest in Coelce.

 

    On April 30, 2014, we announced the purchase of all indirectly held shares that Inkia Americas Holdings Limited had in Generandes Perú S.A. (equal to 39.0% of such company), the controlling company of Edegel. The total investment amounted to Ch$ 243 billion (equivalent to US$ 413 million). As result of this transaction, which closed in September 2014, we hold a 58.6% economic interest in Edegel.

On October 23, 2014, Endesa Spain sold 9,967,630,058 of our shares (representing a 20.3% interest) directly held by it and 100% of its shareholding in Enel Latinoamérica (owner of 40.32% of our shares) to a subsidiary of Enel. As a result, Enel beneficially owns 60.6% of our shares and is our controller.

In the Extraordinary Shareholders’ Meeting (“ESM”) held on December 18, 2015, shareholders agreed to carry out a spin-off in order to separate the Chilean activities from those in other Latin American countries (Argentina, Brazil, Colombia and Peru). The new company, Enersis Chile S.A. (“Enersis Chile”), was established as a separate company effective as of March 1, 2016 and was assigned the equity interests, assets and associated liabilities of our businesses in Chile. We, the continuing company, hold the non-Chilean businesses and assets. On April 21, 2016, we distributed to our shareholders shares of Enersis Chile in proportion to their share ownership in our Company based on a ratio of one share of Enersis Chile for each of our outstanding shares.

Each of Endesa Chile and Chilectra also conducted a demerger to separate them into two companies. As part of the demerger, Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A. (“Chilectra Américas”) were formed and hold the non-Chilean business, comprised exclusively of their respective ownership interests in shares of companies domiciled outside of Chile, formerly held by Endesa Chile and Chilectra, respectively.

We own 60.0% of Endesa Américas and 99.1% of Chilectra Américas. The minority shareholders of Endesa Chile and Chilectra (which changed its name to Chilectra Chile on March 1, 2016) own their respective percentage interests in Endesa Américas and Chilectra Américas, respectively, based on a pro rata distribution of the spin-off company shares. The shares of Endesa Américas and Chilectra Américas are listed and traded on the Chilean Stock Exchanges and the American Depositary Receipts (“ADRs”) of Endesa Américas are listed and traded on the New York Stock Exchange (“NYSE”).

Prior to the Extraordinary Shareholders’ Meeting to approve the Merger, we will conduct a public cash tender offer (oferta pública de adquisición de valores, or Tender Offer). This Tender Offer will provide protection to Endesa Américas’ minority shareholders and an opportunity for us to buy out minority shareholders

 

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using the funds from the 2013 capital increase. The Tender Offer will provide a floor to the stock price post-spin-off, will be directed equally to all Endesa Américas minority shareholders and will enable us to align incentives to approve the Merger, reducing uncertainty and providing additional liquidity for Endesa Américas shareholders. The Tender Offer is contingent on (i) the approval of the Merger by the respective shareholders of our Company, Endesa Américas and Chilectra Américas at separate ESM of the three companies, (ii) less than 10% of our outstanding shares, 7.72% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the right of withdrawal in connection with the merger, and (iii) the absence of any significant adverse supervening events that would make the Tender Offer not in our best interest.

The Tender Offer will be for all shares of Endesa Américas, including in the form of ADSs represented by ADRs of Endesa Américas (other than those held by us), for a price of Ch$ 285.00 per share (or the equivalent in U.S. dollars at the date of payment in the case of ADSs), and will be subject to other terms and conditions which will be provided at the appropriate time. The Tender Offer is expected to occur by the third quarter of 2016.

Subject to approval by shareholders holding at least two-thirds of the outstanding shares of the relevant companies, Endesa Américas and Chilectra Américas intend to merge into our Company, which will continue as the surviving company and under the name Enersis Américas S.A.

Following completion of the Merger, we will continue to have our shares publicly traded and listed in Chile on the Chilean Stock Exchanges and our ADRs traded on the NYSE. In the Merger, the shares of Endesa Américas and Chilectra Américas will be converted into shares of our Company, shares of Endesa Américas and Chilectra Américas shares will cease trading on the Chilean Stock Exchanges and ADRs of Endesa Américas will cease to trade on the NYSE. Following the Merger, Enel is expected to continue to be our ultimate controlling shareholder, through its beneficial ownership. Our current minority shareholders, together with the former minority shareholders of both Endesa Américas and Chilectra Américas will own the minority interest in our Company.

In connection with the Merger, we, as well as Endesa Américas and Chilectra Américas, will each hold an ESM to approve the Merger. Prior to the ESM, we will register the shares to be issued in the Merger with the SEC under the Securities Act. In connection with the respective ESM to approve the Merger, which are expected to be held in the third quarter of 2016, we will distribute a prospectus/information statement to our and Endesa Américas’ shareholders, which contains information about the Merger and our Company post-Merger.

In the event that the Merger is not materialized, we, as well as Endesa Américas and Chilectra Américas, will remain as separate publicly traded companies.

As of December 31, 2015, we had 10,932 MW of installed capacity with 101 power units in the four countries in which we operate, consolidated assets of Ch$ 10,303.1 billion and operating revenues of Ch$ 5,301.4 billion.

Capital Investments, Capital Expenditures and Divestitures

We coordinate our overall financing strategy, including the terms and conditions of loans and intercompany advances entered into by our subsidiaries, in order to optimize debt and liquidity management. Generally, our operating subsidiaries independently plan capital expenditures financed by internally generated funds or direct financings. One of our goals is to focus on investments that will provide long-term benefits, such as energy loss reduction projects. Although we have considered how these investments will be financed as part of our budget process, we have not committed to any particular financing structure, and investments will depend on the prevailing market conditions at the time the cash flows are needed.

Our investment plan is flexible enough to adapt to changing circumstances by giving different priorities to each project in accordance with profitability and strategic fit. Investment priorities are currently focused on developing additional thermal capacity in Peru to guarantee adequate levels of reliable supply while remaining focused on the environment.

 

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For the 2016-2020 period, we expect to make capital expenditures of Ch$ 3,781 billion in our subsidiaries, related to investments currently in progress, maintenance of our distribution network, maintenance of existing generation plants and in the studies required to develop other potential generation and distribution projects. For further detail regarding these projects, please see “Item 4. Information on the Company — D. Property, Plant and Equipment — Projects Under Development.”

The table below sets forth the expected capital expenditures for the 2016-2020 period and the capital expenditures incurred in 2015, 2014 and 2013:

 

     Estimated
2016-2020
     2015      2014      2013  
     (in millions of Ch$)  

Capital expenditures(1)

     3,780,986         1,362,561         1,089,362         774,820   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Capex amounts represent effective payments for each year, net of contributions, except for future projections.

Capital Expenditures 2015, 2014 and 2013

In the generation and transmission business, our capital expenditures in the last three years were related principally to the 400 MW El Quimbo project in Colombia. El Quimbo was completed and began commercial operations in November 2015. Additionally, in December 2014, the Salaco plant optimization was completed, adding a total of 145 MW to the Colombian system.

In addition, in our distribution business, we invested to expand the service in response to increasing demand for energy, to improve quality of service, improve safety and to prevent energy losses, especially in Brazil.

Investments currently in progress

An important part of our capital expenditures are related to non-discretionary investments that include maintenance of existing installed capacity in order to increase the quality and operation standards of our facilities.

In our distribution business, we plan to continue to expand our services, increasing the connections available to end customers, and reduce energy losses to improve efficiency and profitability.

We believe projects in progress will be financed with resources provided by external financing as well as internally generated funds.

 

B. Business Overview.

We are a publicly held limited liability stock corporation with consolidated operations in Argentina, Brazil, Colombia, and Peru. Our core businesses are electricity generation and transmission and electricity distribution.

 

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The table below presents our revenues by reportable segments and by operating segments within such reportable segments.

 

    Year ended December 31,  
    2015     2014     2013     Change 2015 vs.
2014
 
    (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

    212,136        167,630        173,768        26.6   

Companies included:

       

Costanera (Argentina)

    100,857        75,194        94,888        34.1   

El Chocón (Argentina)

    40,005        30,174        36,687        32.6   

Cemsa (Argentina)

    2,270        1,281        1,591        77.2   

Dock Sud (Argentina)

    69,963        61,606        41,186        13.6   

Other

    (959     (625     (584     53.4   

Generation and Transmission Business in Brazil

    305,830        437,033        349,612        (30.0 ) 

Companies included:

       

Cachoeira Dourada (Brazil)

    91,563        158,965        117,445        (42.4

Fortaleza (Brazil)

    159,052        210,793        168,871        (24.5

CIEN (Brazil)

    58,667        70,800        67,689        (17.1

Other

    (3,452     (3,525     (4,393     (2.1

Generation and Transmission Business in Colombia

    778,768        753,385        639,460        3.4   

Companies included:

       

Emgesa (Colombia)

    778,756        753,373        639,503        3.4   

Other

    12        12        (43     —     

Generation and Transmission Business in Peru

    437,887        401,695        315,886        9.0   

Companies included:

       

Edegel (Peru)

    382,453        353,795        283,806        8.1   

EEPSA (Peru)

    58,093        50,849        33,752        14.2   

Other

    (2,659     (2,949     (1,672     (9.8

Other

    141        3,126        2,618        (95.5
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

    1,734,762        1,762,869        1,481,344        (1.6 ) 

Distribution Business in Argentina

    607,345        371,412        528,653        63.5   

Companies included:

       

Edesur (Argentina)

    607,345        371,412        528,653        63.5   

Distribution Business in Brazil

    1,836,864        1,969,226        1,634,112        (6.7 ) 

Companies included:

       

Ampla (Brazil)

    1,026,680        1,092,282        945,131        (6.0

Coelce (Brazil)

    810,184        876,944        688,981        (7.6

Distribution Business in Colombia

    884,468        982,771        852,780        (10.0 ) 

Companies included:

       

Codensa (Colombia)

    884,468        982,771        852,780        (10.0

Distribution Business in Peru

    562,046        478,700        413,911        17.4   

Companies included:

       

Edelnor (Peru)

    562,046        478,700        413,911        17.4   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

    3,890,723        3,802,109        3,429,456        2.3   

Less: Consolidation adjustments and non-core activities

    (324,045     (358,608     (382,652     (9.6
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

    5,301,440        5,206,370        4,528,148        1.8   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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For further information related to operating revenues and total income by reportable segments and by operating segments within such reportable segments, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results” and Note 35.2 and Note 35.4, respectively, of the Notes to our consolidated financial statements.

Electricity Generation and Transmission Business

Electricity Generation

As of December 31, 2015, electricity generation represented 33% of our operating revenues and 57% of our operating income before consolidation adjustments.

Our consolidated electricity sales in 2015 were 48,481 GWh and our production was 42,109 GWh, a 0.8% increase and a 0.3% decrease, respectively, compared to 2014.

Our total installed capacity in 2015 was 10,932 MW, a 435 MW increase compared to 2014, mainly due to the additional 400 MW of capacity of El Quimbo, a new hydroelectric plant with two operating units in Colombia, and 34 MW additional capacity in Peru due to capacity adjustments and upgrades to existing plants. Our electricity generation business is conducted primarily through Endesa Américas, which consolidates our operations in Argentina, Colombia and Peru. We also have separate consolidated operations in Brazil through Enel Brasil, in Argentina through Dock Sud and in Peru through EEPSA.

The following tables summarize the operating data relating to our electricity generation:

ELECTRICITY DATA BY COUNTRY

 

     Year ended December 31,  
     2015      2014      2013  

Argentina

  

Number of generating units(1)

     25         25         25   

Installed capacity (MW)(2)

     4,502         4,502         4,502   

Electricity generation (GWh)

     15,204         14,390         14,422   

Energy sales (GWh)

     15,770         15,276         16,549   

Brazil

        

Number of generating units(1)

     13         13         13   

Installed capacity (MW)(2)

     987         987         987   

Electricity generation (GWh)

     4,398         5,225         4,992   

Energy sales (GWh)

     6,541         7,108         6,826   

Colombia

        

Number of generating units(1)(3)

     36         32         29   

Installed capacity (MW)(2)(3)

     3,459         3,059         2,925   

Electricity generation (GWh)

     13,705         13,559         12,748   

Energy sales (GWh)

     16,886         15,773         16,090   

Peru

        

Number of generating units(1)

     27         27         27   

Installed capacity (MW)(2)(4)

     1,984         1,949         1,842   

Electricity generation (GWh)

     8,801         9,062         8,489   

Energy sales (GWh)

     9,283         9,916         9,497   

Total

        
  

 

 

    

 

 

    

 

 

 

Number of generating units(1)

     101         97         94   

Installed capacity (MW)(2)

     10,932         10,497         10,256   

Electricity generation (GWh)

     42,109         42,237         40,650   

Energy sales (GWh)

     48,481         48,073         48,963   
  

 

 

    

 

 

    

 

 

 

 

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(1) For details on generation facilities, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”
(2) Total installed capacity is defined as the maximum capacity (MW), under specific technical conditions and characteristics. In most cases, installed capacity is confirmed by satisfaction guarantee tests performed by equipment suppliers. Figures may differ from installed capacity declared to governmental authorities and customers in each country, according to criteria defined by such authorities and relevant contracts.
(3) In Colombia, El Quimbo entered into commercial operations during 2015, adding 400 MW of capacity.
(4) In Peru, the Santa Rosa TG 7 unit was recommissioned in December 2014, and during 2015 there were capacity adjustments to and upgrades to existing plants, totaling an additional 33 MW. We break down our sales to customers by using the two following criteria:

 

    The first criterion corresponds to regulated and unregulated customers. Regulated customers are distribution companies that mainly serve residential customers. Unregulated customers, on the other hand, may freely negotiate the electricity price with generators, or may purchase electricity in the pool market at the spot price. The classification of regulated customers differs from one country to another.

 

    The second criterion corresponds to contracted and non-contracted sales. This method is useful because it provides us a uniform way to compare the customers of each country. Contracted sales are defined uniformly throughout.

In the electricity industry, it is common to divide the business into hydroelectric and thermoelectric generation, because each type of generation has significantly different variable costs. Thermoelectric generation requires the purchase of fuel, which leads to high variable costs compared with hydro generation from reservoirs or rivers that have minimal or no marginal costs. Of our total consolidated generation in 2015, 52.7% was from hydroelectric sources, and 47.3% was from thermal sources.

The following table summarizes our consolidated generation by type of energy:

CONSOLIDATED GENERATION BY TYPE OF ENERGY (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric

     22,171         52.7         22,439         53.1         20,979         51.6   

Thermal

     19,938         47.3         19,798         46.9         19,671         48.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     42,109         100         42,237         100         40,650         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

In the countries in which we operate, the potential for contracting electricity is generally related to electricity demand. Customers identified as small volume regulated customers, including residential customers, are subject to government regulated electricity tariffs, and must purchase electricity directly from a distribution company. These distribution companies, which purchase large amounts of electricity for small volume residential customers, generally enter into contractual agreements with generators at a regulated tariff price. Those identified as large volume industrial customers also enter into contractual agreements with energy suppliers. However, such large volume industrial customers are not subject to the regulated tariff price. Instead, these customers are allowed to negotiate the energy price with generators based on the characteristics of the service required. Finally, the pool market, where energy is normally sold at the spot price, is not carried out through contracted pricing.

 

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The following table contains information regarding our consolidated sales of electricity by type of customer for each of the periods indicated:

CONSOLIDATED ELECTRICITY SALES BY CUSTOMER TYPE (GWh)

 

                                                                                                                                         
     Year ended December 31,  
     2015      2014      2013  
     Sales      %      Sales      %      Sales      %  

Regulated customers

     17,937         37,0         17,125         35.6         17,344         35.4   

Unregulated customers

     9,605         19,8         10,503         21.8         10,993         22.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contracted sales(1)

     27,543         56.8         27,627         57.5         28,336         57.9   

Electricity pool market sales

     20,938         43.2         20,446         42.5         20,626         42.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     48,481         100         48,073         100         48,963         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes the sales to distribution companies without contracts in Peru.

Specific energy consumption limits (measured in GWh) for regulated and unregulated customers are country specific. Moreover, regulatory frameworks often require that regulated distribution companies have contracts to support their commitments to small volume customers and also determine which customers can purchase energy in electricity pool markets.

In terms of expenses, the primary variable costs involved in the electricity generation business, in addition to the direct variable cost of generating hydroelectric or thermal electricity such as fuel costs, are energy purchases and transportation costs. During periods of relatively low rainfall conditions, the amount of our thermal generation normally increases. This involves an increase of the total fuel cost and the costs of its transportation to the thermal generation power plants. Under drought conditions, electricity that we have contractually agreed to provide may exceed the amount of electricity that we are able to generate, which requires us to purchase electricity in the pool market at spot prices in order to satisfy our contractual commitments. The cost of these purchases at spot prices may, under certain circumstances, exceed the price at which we sell electricity under contracts and, therefore, may result in a loss We attempt to minimize the effect of poor hydrological conditions on our operations in any year by limiting our contractual sales requirements to a quantity that does not exceed the estimated production in a dry year. To determine an estimated production in a dry year, we take into consideration the available statistical information concerning rainfall, hydrological levels, and the capacity of key reservoirs. In addition to limiting contracted sales, we may adopt other strategies including installing temporary thermal capacity, negotiating lower consumption levels with unregulated customers, negotiating with other water users and including pass-through cost clauses in contracts with customers. (For further details about hydrological conditions and their effects on our business, please refer to “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company — a. Hydrological Conditions).”

Seasonality

While our core businesses are subject to weather patterns, generally only extreme events such as prolonged droughts, which may adversely affect our generation capacity, rather than seasonal weather variations, may materially affect our operating results and financial condition.

The distribution business is directly influenced by seasonal changes in energy demand. Although the price at which a distribution company purchases electricity can change seasonally and has an impact on the price at which it is sold to end users, it does not have an impact on our profitability since the cost of electricity purchased is passed to end users through tariffs that are set for multi-year periods. In Argentina, there are typically extreme

 

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temperatures in both summer and winter, which are the peak periods for distributors. During these periods, demand increases due to the need for heating and air conditioning. The Company launched the “Winter 2015 Plan” and “Summer Plan 2014-2015” in order to address these critical periods with preventive actions. During 2015, the average temperatures in Brazil were similar to the previous year. During the past year Brazil went through a political and economic crisis, which resulted in significant tariff adjustments during 2015. On average, there was a 42% increase for Ampla and a 22% increase for Coelce. This, combined with poor hydrology, resulted in 0.4% weaker demand for Ampla and 1.6% greater demand for Coelce, in their respective concession areas. The Colombian distribution business is directly influenced by seasonal changes in energy demand. Although the price at which distribution companies purchase electricity can change seasonally and has an impact on the price at which it is sold to end users, it does not have an impact on our profitability since the cost of purchased electricity is passed to end users through tariffs that are set for multi-year periods. During 2015, the effects of higher than historical average temperatures, due to El Niño Phenomenon in Colombia, have impacted electricity prices paid October. In part, these effects were offset during the fourth quarter. Electricity demand Bogotá grew 2.4% in 2015 vs. 2.6% in 2014, mainly the residential sector. During 2015, Peruvian energy demand was higher than planned, mainly due to higher consumption in toll and medium-voltage customers, partially offset by the slightly lower consumption of low-voltage customers. The country’s fishing, mining, hydrocarbon and manufacturing sectors rebounded in the second half of the year. March is the month that typically has the highest energy demand (7% higher than the annual average) due to seasonal sectors and February is typically the month with the lowest consumption (4% less than the annual average), because of its shorter length.

The generation businesses in the countries where we operate are affected by seasonal changes throughout the year. The months with the most precipitation in Argentina are typically May through August, with snow melts typically occurring between October and December. The months with the most precipitation in our operating area in Colombia are typically April and May as well as October and November. The months with the most precipitation in Peru are typically November through March.

When there is more precipitation hydroelectric generating facilities can accumulate additional water to be used for generation. The increased level of our reservoirs allows us to generate more electricity with hydro power plants during months in which marginal electricity costs are lower.

In general, hydrological conditions such as droughts and insufficient rainfall may adversely affect our generation capacity. For example, severe prolonged drought conditions or reduced rainfall levels in the countries in which we operate caused by El Niño phenomenon reduces the amount of water that can be accumulated in reservoirs, thereby curtailing our hydroelectric generation capacity. In order to mitigate hydrological risk, hydroelectric generation may be substituted with thermal generation (natural gas, LNG, coal or diesel) and energy purchases on the spot market, both of which could result in higher costs, in order to meet our obligations under contracts with both regulated and unregulated customers.

Operations in Argentina

We participate in electricity generation in Argentina through subsidiaries of Endesa Américas (Costanera and El Chocón) and through our subsidiary Dock Sud, with an aggregate of 25 power units with a total installed capacity of 4,502 MW. Costanera owns eleven thermal units, with a total installed capacity of 2,304 MW, El Chocón owns nine hydroelectric units, with total installed capacity of 1,328 MW, and Dock Sud owns five thermal units with a total installed capacity of 870 MW. Our hydro and thermal generation units in Argentina represented 14.3% of the Argentine National Interconnected System’s (“Argentine NIS”) installed capacity in 2015.

Our Argentine subsidiaries have stakes in three additional companies: Termoeléctrica Manuel Belgrano S.A., Termoeléctrica San Martín S.A. and Central Vuelta de Obligado S.A. These companies were formed to undertake the construction of three new generation facilities for a fund called “FONINVEMEM”, whose purpose is to increase electricity capacity and generation within the Argentine wholesale electricity

 

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market. The first two plants began their operations in 2008 using gas turbines, with an aggregate capacity of 1,125 MW, and began its combined cycle operations in March 2010, with an additional capacity of 572 MW. The total aggregate capacity of these units is 1,697 MW (848 MW from Manuel Belgrano and 849 MW from San Martín). The third plant began its open cycle operations in mid-2015 (with an installed capacity of 550 MW), and it is expected to begin its combined cycle operations in 2016 (with a total installed capacity of 800 MW).

Since 2002, government intervention and energy industry authority actions, including limiting the spot price of electricity by considering the variable cost of generating electricity with natural gas and without considering the hydrological conditions of rivers and reservoirs or the use of more expensive fuels, have led to the lack of investment in the electric power sector. In addition, since 2002, the Argentine government has taken an active role in controlling the fuel supply to the electricity generation sector. (See “Item 4. Information on the Company— B. Business Overview — Electricity Industry Regulatory Framework — Argentina” for further detail).

In March 2013, the government intervened with the fuel markets through Resolution 95/2013. The electric market operator (“CAMMESA” in its Spanish acronym) is now responsible for the supply and the commercial management of fuels for electric generation purposes.

As of December 31, 2015, Costanera’s installed capacity accounted for 7.3% of the total installed capacity in the Argentine NIS. Both Costanera’s steam turbine power plant and second combined-cycle plant can operate with either natural gas or diesel.

El Chocón accounted for 4.2% of the installed capacity in the Argentine NIS as of December 31, 2015. El Chocón has a 30-year concession, ending in 2023, for two hydroelectric generation facilities with an aggregate installed capacity of 1,328 MW. The larger of the two facilities for which El Chocón has a concession of 1,200 MW of installed capacity is the primary flood control installation on the Limay River. The facility’s large reservoir, Ezequiel Ramos Mejía, enables El Chocón to be one of the Argentine NIS major peak suppliers. Variations in El Chocón’s water discharge are moderated by El Chocón’s Arroyito facility, a downstream dam with 128 MW of installed capacity. In November 2008, we completed construction on the Arroyito dam, and increased the elevation of the reservoir’s water level, which allows the release of water at an additional 1,150 m3/sec, for a total of 3,750 m3/sec. A portion of the Arroyito facility’s generation is sold under the “Energy Plus” program, which provides for the offer of new electricity capacity to supply the electricity demand growth, using the 2005 demand level for electricity as a base. (For details on “Energy Plus”, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework — Argentina”).

Dock Sud’s installed capacity of 870 MW accounted for 2.7% of the total installed capacity in the Argentine NIS as of December 31, 2015. The Dock Sud combined-cycle plant consists of three generation units with an installed capacity of 798 MW that operate using either natural gas or diesel as fuel. The two gas turbine units of Dock Sud have 72 MW of installed capacity.

For information on the installed generation capacity for each of our Argentine subsidiaries, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”

Our total generation in Argentina amounted to 15,204 GWh in 2015. According to CAMMESA, our generation market share was approximately 11.1% of the total electricity production in Argentina during 2015.

Hydroelectric generation in Argentina accounted for nearly 21.3% of our total generation in 2015. This was due to the fact that hydrological levels of the Limay River were close to average levels due to higher than average precipitation during the winter months.

 

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Generation by type and subsidiary is shown in the following table:

ELECTRICITY GENERATION IN ARGENTINA (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric generation (El Chocón)

     3,238         21,3         2,632         18.3         2,317         16.1   

Thermal generation (Costanera and Dock Sud)

     11,966         78,7         11,758         81.7         12,105         83.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     15,204         100         14,390         100         14,422         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth our electricity generation and purchases in Argentina:

ELECTRICITY GENERATION AND PURCHASES IN ARGENTINA (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     (GWh)      %      (GWh)      %      (GWh)      %  

Electricity generation

     15,204         96,4         14,390         94.2         14,422         87.2   

Electricity purchases

     566         3,6         886         5.8         2,126         12.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total(1)

     15,770         100         15,276         100         16,549         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Electricity generation and electricity purchases may differ from total electricity sales because of transmission losses, our power plants’ own consumption and technical losses have already been deducted.

The distribution of our electricity sales in Argentina by customer segment and per subsidiary is shown in the following tables:

ELECTRICITY SALES PER CUSTOMER SEGMENT IN ARGENTINA (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Sales      % of
Sales
Volume
     Sales      % of
Sales
Volume
     Sales      % of
Sales
Volume
 

Contracted sales

     588         3.7         904         5.9         2,225         13.4   

Non-contracted sales(1)

     15,182         96.3         14,372         94.1         14,324         86.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     15,770         100         15,276         100         16,549         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Non-contracted electricity sales were made at spot prices determined by the regulator.
(2) Electricity generation and electricity purchases may differ from total electricity sales because of transmission losses, our power plants’ own consumption and technical losses have already been deducted

 

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ELECTRICITY SALES PER SUBSIDIARY IN ARGENTINA (GWh)

 

     Year ended December 31,  
     2015      2014      2013  

Costanera

     8,168         7,051         8,962   

El Chocón

     3,801         3,391         3,392   

Dock Sud

     3,802         4,834         4,195   
  

 

 

    

 

 

    

 

 

 

Total

     15,770         15,276         16,549   
  

 

 

    

 

 

    

 

 

 

In March 2013, the government intervened in the commercial market for energy, except with respect to the “Energy Plus” program, through the one-time application of Resolution 95/2013. CAMMESA is now responsible for the administration of contracts with end customers, except for those under the “Energy Plus” program. The resolution defined a transition period in which the electricity generating companies will continue managing the contracts until their expiration dates.

As of December 31, 2015, Costanera did not have contracts with unregulated customers or distribution companies and sold all of its electricity to the pool market during the year.

As of December 31, 2015, El Chocón had only one contract with unregulated customers and no contracts with distribution companies. Energy is provided to Minera Alumbrera through CEMSA, our subsidiary.

El Chocón does not have the right to terminate its operating agreement with Endesa Américas, unless Endesa Américas fails to comply with its obligations under the agreement. Under the terms of the operating agreement, Endesa Américas is entitled to a fee payable in U.S. dollars based on El Chocón’s annual gross revenues, payable in monthly installments.

For the year ended December 31, 2015, Dock Sud did not have any contracts with regulated customers or distribution companies and sold all of its electricity to the pool market during the year.

According to CAMMESA, electricity demand throughout the Argentine NIS increased by 4.4% during 2015. The total electricity demand was 131,998 GWh in 2015, 126,397 GWh in 2014 and 125,167 GWh in 2013. Our Argentine subsidiaries compete with all the major power plants connected to the Argentine NIS. According to the installed capacity reported by CAMMESA, in its monthly report as of December 2015, our major competitors in Argentina are: (1) the state controlled company Enarsa (with an installed capacity of 1,133 MW), (2) the nuclear unit “NASA” (with an installed capacity of 1,010 MW), and (3) the hydroelectric units Yacyretá and Salto Grande (with an aggregate installed capacity of 3,690 MW). The main private competitors are: AES Group, Sociedad Argentina de Energía S.A. (“Sadesa”), and Pampa Energía. The AES Group has seven power plants connected to the Argentine NIS with a total installed capacity of 2,753 MW (43.7% of which is hydroelectric). Sadesa owns a total of approximately 3,858 MW of installed capacity, the most significant of which are Piedra del Águila (with an installed capacity of 1,400 MW) and Central Puerto (a thermal facility with 1,777 MW of installed capacity). Pampa Energía, with a total installed capacity of 2,217 MW, competes with us with six power plants, of which 653 MW is hydroelectric and 1,564 MW is thermal.

Operations in Brazil

Enel Brasil consolidates generation operations of Cachoeira Dourada and Fortaleza.

As of December 2015, we had a total installed capacity of 987 MW in Brazil, of which 665 MW is from Cachoeira Dourada and 322 MW is from Fortaleza.

For information on the installed generation capacity for each of our Brazilian subsidiaries, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”

 

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Generation by type and subsidiary in Brazil is shown in the following table:

ELECTRICITY GENERATION IN BRAZIL (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric generation (Cachoeira Dourada)

     2,057         46.8         2,741         52.5         2,404         48.2   

Thermal generation (Fortaleza)

     2,342         53.2         2,484         47.5         2,588         51.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,398         100         5,225         100         4,992         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

During 2015, thermal generation exceeded hydroelectric generation because hydrological conditions were below the historical average in the Paranaiba basin, where Cachoeira Dourada is located, with rainfall at approximately 66% of the historical average.

The following table sets forth our electricity generation and purchases in Brazil:

ELECTRICITY GENERATION AND PURCHASES IN BRAZIL (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     (GWh)      %      (GWh)      %      (GWh)      %  

Electricity generation

     4,398         67.2         5,225         73.5         4,992         73.1   

Electricity purchases

     2,142         32.8         1,883         26.5         1,835         26.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total(1)

     6,541         100         7,108         100         6,827         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Electricity generation and electricity purchases may differ from total electricity sales because of transmission losses, our power plants’ own consumption and technical losses have already been deducted.

Cachoeira Dourada is a hydroelectric company consisting of ten generation units with a total installed capacity of 665 MW, located in southern Brazil. Cachoeira Dourada’s market share is 0.5% of the total installed capacity of the Brazilian system. It had long-term contracts (originally seven-year terms, which expired in 2015) with 34 distribution companies due to the bids carried out for regulated customers by bilateral agreements, called Electric Power Trading Agreements within the Regulated Environment (“CCEAR” in its Portuguese acronym). Contracts sales with regulated customers in 2015 were 1,109 GWh. Additionally, during 2015, Cachoeira Dourada had medium-term contracts (originally two to five year terms, expiring in 2015, and currently in negotiations) with 24 unregulated customers, with an average duration of three years. Cachoeira Dourada’s sales to unregulated customers were 1,645 GWh.

 

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The distribution of Cachoeira Dourada’s electricity sales by customer segment is shown in the following table:

CACHOEIRA DOURADA’S ELECTRICITY SALES PER CUSTOMER SEGMENT (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
 

Contracted sales

     2,754         85.7         3,634         93.1         3,369         94.5   

Non-contracted sales

     461         14.3         269         6.9         195         5.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales(1)

     3,215         100         3,903         100         3,564         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Electricity generation and electricity purchases may differ from total electricity sales because of transmission losses, our power plants’ own consumption and technical losses have already been deducted.

For the year ended December 31, 2015, Cachoeira Dourada’s principal unregulated customers were (ordered alphabetically): AES Tietê, Cargill, Guardian, Peugeot and Tractebel.

Fortaleza is wholly-owned by Enel Brasil. Fortaleza owns a combined-cycle plant with three generation units which use natural gas. The plant is located 50 kilometers from the capital of the State of Ceará, and began commercial operations in 2003. Since January 2010, Fortaleza has received natural gas from the Pecem regasification terminal, an unrelated company.

Fortaleza’s market share is 0.2% of the total installed capacity of the Brazilian system and 0.8% of the thermoelectric generators. Fortaleza has a long-term contract with Coelce that expires in 2023.

The distribution of Fortaleza’s electricity sales by customer segment is shown in the following table:

FORTALEZA’S ELECTRICITY SALES PER CUSTOMER SEGMENT (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
 

Contracted sales

     2,690         80.9         2,690         83.9         2,690         82.5   

Non-contracted sales

     636         19.1         515         16.1         572         17.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     3,326         100         3,205         100         3,262         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For the year ended December 31, 2015, the Fortaleza’s principal distribution customer was Coelce.

Operations in Colombia

Our generation operations in Colombia are carried out through Emgesa. We hold a 37.7% stake in Emgesa as of December 31, 2015, which we control through Endesa Américas and consolidate as a result of Endesa Américas holding 56.4% of Emgesa’s voting rights and the right to appoint a majority of the Board members pursuant to a shareholder agreement. For more information on our control over Emgesa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

 

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As of December 31, 2015, Emgesa operated 36 generation units, with a total installed capacity of 3,459 MW, of which 3,015 MW was from hydroelectric plants and 444 MW was from thermoelectric plants. According to Expertos de Mercado S.A. E.S.P. (“XM”), a Colombian company that provides system management in real time services in electrical, financial and transportation sectors, our hydroelectric and thermal generation plants represented 21.0% of the country’s total electricity generation capacity as of December 2015. For information on the installed generation capacity for each of our Colombian subsidiaries, see “Item 4. Information on the Company — D. Property, Plant and Equipment—Property, Plant and Equipment of Generating Companies.”

Approximately 89% of our installed capacity in Colombia is hydroelectric, and therefore, our electricity generation depends on reservoir levels and rainfall. According to XM, our generation market share was 20.6% in 2015, 21.2% in 2014 and 20.6% in 2013. In addition to hydrological conditions, the generation amount depends on our commercial strategy. Companies are free to offer their electricity at prices driven by market conditions and are dispatched by a centralized operating entity to generate according to the prices offered, as opposed to being dispatched according to the operating costs, as in other countries in which we operate.

During 2015, thermal generation represented 10.8% of total generation and hydroelectric generation represented the remaining 89.2%. In 2015, hydrological conditions were below the historical averages in Colombia, with rainfall around 79% of the historical averages. In the case of Emgesa, according to XM, the three rivers that supply water to Emgesa’s hydroelectric power plants were as follows compared to their historical levels: the Guavio River Basin was 13% higher, the Magdalena River (Betania) was 10% lower and the Bogotá River (Cadena Nueva) was 7% lower. For the year ended December 31, 2015, hydroelectric generation decreased by 3.2% compared to 2014.

Generation by type in Colombia is shown in the following table:

ELECTRICITY GENERATION IN COLOMBIA (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric generation

     12,223         89.2         12,627         93.1         11,784         92.4   

Thermal generation

     1,482         10.8         932         6.9         964         7.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     13,705         100         13,559         100         12,748         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

During 2015, Emgesa used 554 kilotons of coal for its coal-fired plants, which was obtained from 22 local suppliers compared to the 439 kilotons used during 2014.This higher consumption can be explained by the presence of El Niño climate phenomena which resulted in drier hydrology in Colombia than in 2014. The local coal price has remained below the export price as high transport costs make it difficult for domestic coal to compete in the export market. This trend is expected to continue in the Colombian coal market.

In 2013, Emgesa also entered into a fuel oil supply agreement with Esapetrol, in addition to the existing oil supply contracts with Petromil and Biomax. During 2015, the Cartagena power plant consumed 118 kilotons of fuel oil, primarily supplied from Petromil. We believe that Emgesa will have access to a reliable supply of fuel oil for the Cartagena power plant.

 

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The following table sets forth our electricity generation and purchases in Colombia:

ELECTRICITY GENERATION AND PURCHASES IN COLOMBIA (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     (GWh)      %      (GWh)      %      (GWh)      %  

Electricity generation

     13,705         80.2         13,559         85.3         12,748         78.6   

Electricity purchases

     3,384         19.8         2,333         14.7         3,461         21.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total(1)

     17,089         100         15,893         100         16,209         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Electricity generation and electricity purchases may differ from total electricity sales because of transmission losses, our power plants’ own consumption and technical losses have already been deducted

Colombia has a single interconnected electricity system, the National Interconnected System (“Colombian NIS”). Electricity demand in the Colombian NIS increased 4.1% during 2015. Total electricity consumption was 66,173 GWh in 2015, 63,570 GWh in 2014 and 60,890 GWh in 2013.

Colombia has an agreement with Ecuador to provide an interconnection between the electricity systems of both countries. During 2015, Colombian electricity generators sold 457 GWh of electricity to Ecuadorian customers.

In addition, Colombia has interconnection lines with Venezuela that operate under exceptional circumstances as needed by either of the two countries. In April 2011, Colombia and Venezuela signed an agreement to supply energy to Venezuela as part of the normalization of commercial relations. This agreement also includes the import of gasoline and diesel from Venezuela. The total energy exported to Venezuela was 3 GWh in 2015.

The distribution of our electricity sales in Colombia by customer segment is shown in the following table:

ELECTRICITY SALES PER CUSTOMER SEGMENT IN COLOMBIA (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
     Sales        % of Sales  
Volume
 

Contracted sales

     12,505         74.1         10,969         69.5         11,567         71.9   

Non-contracted sales

     4,381         25.9         4,804         30.5         4,523         28.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales(1)

     16,886         100         15,773         100         16,090         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Electricity generation and electricity purchases may differ from total electricity sales because of transmission losses, our power plants’ own consumption and technical losses have already been deducted

During 2015, Emgesa served 440 customers, of which 422 were unregulated customers and 18 were distribution and trading companies. Emgesa’s sales to our Colombian distribution subsidiary, Codensa, accounted for 15% of our total contracted sales with regulated customers in 2015. Electricity sales to the five largest unregulated customers represented 23% of total contracted sales with unregulated customers.

For the year ended December 31, 2015, principal distribution customers were (ordered alphabetically): Codensa (our subsidiary), Compañia Energética del Tolima (“Enertolima”), Electrificadora del Caribe (“Electrocaribe”), Electrificadora del Huila, Electrificadora de Santander and Empresas Públicas de Medellín (“EPM”).

 

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Our most significant competitors in Colombia include the following state-owned companies: Empresas Públicas de Medellín (with an installed capacity of 3,202 MW) and Isagen (with an installed capacity of 3,001 MW). We also compete with the following private sector companies in Colombia: Chivor (with an installed capacity of 1,000 MW), which is owned by Gener; Colinversiones (with an installed capacity of 1,862 MW), which includes Termoflores and Epsa; and Gecelca (with an installed capacity of 1,361 MW).

Operations in Peru

Through our subsidiaries, Edegel and EEPSA, we operate a total of 27 generation units in Peru, with a total installed capacity of 1,984 MW. As of December 31, 2015, Edegel owns 18 hydroelectric units, with a total installed capacity of 783 MW, and the remaining 903 MW consists of seven thermal units. EEPSA owns two thermal units with an aggregate installed capacity of 298 MW. On May 6, 2013, the TG 7 unit of Santa Rosa was decommissioned due to fire damage. The damage in the plant resulted in a total loss and the insurance covered both the assets and the business interruption for a period of up two years. On December 5, 2014, the TG 7 unit restarted commercial operations again. During 2015, no new generation units entered operation, but both Edegel and EEPSA adjusted the capacities of some units. Edegel’s hydroelectric plants had their capacities adjusted as follows: Chimay increased by 1 MW, Callahuanca increased by 4 MW, Huinco increased by 21 MW and Moyopampa increased 3 MW. Edegel also adjusted the capacity of some of its thermal plants as follows: Santa Rosa increased by 6 MW and Ventanilla was reduced by 1 MW. The capacity of EEPSA’s Malacas plant was also increased by 1 MW in 2014.

According to the Energy and Mining Investment Supervisory Authority (“Osinergmin” in its Spanish acronym) , the Peruvian regulatory electricity authority, our hydroelectric and thermal generation plants in Peru represented 20.7% of the country’s total electricity generation capacity as of December 31, 2015.

For information on the installed generation capacity for each of our power plants in Peru, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”

Generation by type and subsidiary in Peru is shown in the following table:

ELECTRICITY GENERATION IN PERU (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Generation      %      Generation      %      Generation      %  

Hydroelectric generation (Edegel)

     4,653         52.9         4,439         49.0         4,474         52.7   

Thermal generation (Edegel and EEPSA)

     4,148         47.1         4,623         51.0         4,014         47.3   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     8,801         100         9,062         100         8,489         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

According to the Committee of Economic Operation of the Peruvian System (“COES” in its Spanish acronym), we generated 20.4% of total Peruvian electricity production in 2015.

Hydroelectric generation represented 52.9% of total production of our Peruvian generation subsidiaries in 2015. In the case of Edegel, hydrological levels were at or above their historical averages in 2015 in the rivers that supply Edegel’s hydroelectric power plants. According to COES, hydrological levels of the Rimac River Basin (Huinco, Matucana, Callahuanca, Moyopampa and Huampaní) were 5% higher than the average; hydrological levels of the Tulumayo River (C.H. Chimay) were 2.4% lower than the average; and hydrological levels of the Tarma River (C.H. Yanango) were 2.9% lower than the average.

 

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Edegel has long-term gas supply, transportation and distribution contracts for its Ventanilla and Santa Rosa facilities. It has also signed transport capacity transfer agreements with other generators, which allows it to trade transport capacity in order to operate as instructed by COES, and optimize the use of the natural gas transport system.

The following table sets forth our electricity generation and purchases in Peru:

ELECTRICITY GENERATION AND PURCHASES IN PERU (GWh)(1)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     (GWh)      %      (GWh)      %      (GWh)      %  

Electricity generation

     8,801         94.8         9,062         91.4         8,489         89.4   

Electricity purchases

     482         5.2         854         8.6         1,009         10.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     9,283         100         9,916         100         9,497         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes sales to distribution companies without contracts.

The Peruvian National Interconnected Electric System (“SEIN”) is the only interconnected system in Peru. Electricity sales in the SEIN increased by 6.6% in 2015 compared to 2014, amounting to 39,937 GWh.

The distribution of Edegel’s electricity sales by customer segment in Peru is shown in the following table:

EDEGEL’S ELECTRICITY SALES PER CUSTOMER SEGMENT (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013  
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
 

Contracted sales(1)

     7,971         92.3         8,719         93.6         7,892         88.6   

Non-contracted sales

     662         7.7         601         6.4         1,011         11.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     8,633         100         9,320         100         8,903         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes sales to distribution companies without contracts.

Edegel’s electricity sales decreased by 7.4% in 2015 compared to 2014, mainly due to reduced mining activities by one of Edegel’s principal customers, resulting in reduced energy consumption. In 2015, sales to unregulated customers represented 43.2% of Edegel’s total contracted sales. During 2015, Edegel had nine regulated customers and seventeen unregulated customers.

For the year ended December 31, 2015. Edegel’s principal distribution customers were (ordered alphabetically): Edelnor (our subsidiary), ElectroSur, Electrosureste, Hidrandina, Luz del Sur and Seal. Edegel’s principal unregulated customers were (ordered alphabetically): Compañia Minera Casapalca, Creditex, Hudbay Perú, Minera Chinalco Perú, Minera La Arena and Refinería Cajamarquilla.

EEPSA has five long term sale and purchase agreements for “wet” gas, which is mixed with other hydrocarbons, under which EEPSA purchases “wet” gas and through a process obtains “dry” gas that is used for electric generation at its Malacas Power Plant; and is sold to the Talara refinery (owned by Petroperu, the Peruvian NOC) through a supply agreement. To satisfy its dry gas needs, EEPSA signed an agreement with Pariñas Processing Plant, which allows EEPSA to convert wet gas into dry gas, and also recover natural gas liquids, which are shared with Pariñas Processing Plant.

 

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In 2015, EEPSA had contracts with seven regulated customers and four unregulated customers. Sales to regulated customers represented 90.2% of EEPSA’s total contracted sales.

The distribution of EEPSA’s electricity sales by customer segment is shown in the following table:

EEPSA’s ELECTRICITY SALES PER CUSTOMER SEGMENT (GWh)

 

                                                                                                                             
     Year ended December 31,  
     2015      2014      2013(1)  
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
     Sales      % of Sales
Volume
 

Contracted sales(2)

     597         91.8         498         83.6         594         100   

Non-contracted sales

     54         8.2         98         16.4         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     650         100         596         100         594         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Sales from April 2013 to December 2013.
(2) Includes sales to distribution companies without contracts.

For the year ended December 31, 2015, EEPSA’s principal distribution customers were (ordered alphabetically): Edelnor and Luz del Sur.

Our most significant competitors in Peru are: Enersur (GDF-Suez group, with an installed capacity of 1,248 MW), Electroperú (a state-owned competitor, with an installed capacity of 911 MW), Kallpa (Inkia Energy group, with an installed capacity of 1,060 MW), Egenor (Duke Energy group, with an installed capacity of 622 MW) and Fenix (Fenix Power Peru group, with an installed capacity of 570 MW).

Electricity Transmission

CIEN

Our electricity transmission operations are conducted through CIEN, a wholly-owned subsidiary of Enel Brasil, in which we hold an 84.4% economic interest. CIEN consolidates CTM and TESA, which operate the Argentine side of the interconnection line between Argentina and Brazil. In 2015, CIEN represented 1.0% of our operating revenues and 2.4% of our operating income. Since April 2011, CIEN has been recognized by the local authority as a “regulatory asset” and as part of the Brazilian grid, and therefore, it is entitled to receive fixed payments called Permitted Annual Compensation (RAP).

CIEN enables the energy integration of Mercosur, as well as the import and export of electricity between Argentina, Brazil and Uruguay. It has two transmission lines covering a distance of 500 kilometers between Rincón in Argentina and the Santa Catarina substation in Brazil, with a total installed capacity of 2,100 MW. CIEN operates each transmission line under a 30-year concession granted by the Brazilian government that will be in force until 2020 and 2022 respectively. Its subsidiaries, CTM and TESA, have concessions for 87 and 85 years granted by the Argentine government, respectively, and both expire in 2087.

Electricity Distribution Business

Our electricity distribution business is conducted in Argentina through Edesur, in Brazil through Ampla and Coelce, in Colombia through Codensa, and in Peru through Edelnor. For the year ended December 31, 2015, electricity sales increased by 1.6% compared to 2014, totaling 62,838 GWh. For more information on energy sales by our distribution subsidiaries for the last five fiscal years, see “Item 3. Key Information — A. Selected Financial Data”.

 

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Edesur (Argentina)

Edesur is one of the largest electricity distribution companies in Argentina in terms of energy purchases. Edesur operates in a concession area of 3,309 square kilometers in the south-central part of the Buenos Aires metropolitan area, serving approximately 2.5 million customers, under a 95-year concession granted by the Argentine government that will be in force until 2087. Our economic interest in Edesur is 71.6%. As of December 31, 2015, residential, commercial, industrial and other customers, primarily public and municipal, represented 45%, 24%, 8% and 23%, respectively, of Edesur’s total energy sales. In 2015, its energy losses were 12.3%, compared to 10.8% in 2014.

The following table sets forth Edesur’s principal operating data for each of the periods indicated:

 

     Year ended December 31,  
     2015     2014     2013  

Electricity sales (GWh)

     18,492        17,972        18,137   

Residential

     8,284        7,907        7,845   

Commercial

     4,489        4,485        4,432   

Industrial

     1,393        1,363        1,420   

Other customers(1)

     4,326        4,217        4,440   

Number of customers (thousands)

     2,479        2,464        2,444   

Residential

     2,174        2,160        2,140   

Commercial

     273        270        270   

Industrial

     21        23        23   

Other customers

     11        11        11   

Energy purchased (GWh)(2)

     21,084        20,174        20,334   

Total energy losses (%)(3)

     12.3     10.8     10.8

 

(1) The figures for other customers include tolls.
(2) Edesur purchased all of its energy from CAMMESA, the governmental agency that regulates and acts as an intermediary between generation and distribution.
(3) Energy losses are calculated as the percent difference between energy purchased and energy sold (GWh) within a given period. Losses in distribution arise from illegally tapped lines as well as technical losses.

For the year ended December 31, 2015, Edesur’s principal unregulated customers were (ordered alphabetically): Abbott Laboratories Argentina S.A., American Express, Arcor, Cencosud S.A., Gas Lanus S.A., Jumbo Retail S.A., Metalcris S.A., Petrobras Energía S.A., Pfizer S.R.L., Pluspetrol S.A., Praxair Argentina S.R.L, Telefónica Argentina S.A and Walmart Argentina.

In 2015, the collection rate from customers was 99.26%, compared to 99.98%, in 2014.

During 2015, Edesur maintained the distribution of energy in Buenos Aires and complied with the year’s investment plan that was presented to the Argentine government. This decision was made despite the delay in the Integral Tariff Revision (“RTI” in its Spanish acronym) process carried out by the Electricity National Regulatory Agency (“ENRE” in its Spanish acronym), that will enable an increase in its tariffs due to higher costs in its services provided and, therefore, ensure the viability of Edesur’s operations. During 2014, Edesur continued its negotiations with the Argentine government to ensure compliance with the “Agreement for Renegotiation of Concession Contract,” which includes the adjustment of Edesur income in proportion to costs and the definition of a fair and reasonable fee in an RTI process through the formulation of an integral agreement or equivalent alternative, that would meet these objectives and, in addition, ensure Edesur investments and operations for 2014 and 2015.

The Argentine Secretary of Energy, through Resolution No. 32/2015 (enacted on March 13, 2015), decided to approve a temporary revenue increase for Edesur retroactively effective from February 1, 2015. The additional revenue can only be used to pay for the energy it acquires from the electricity market, wages and supplies of

 

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goods and services. Like the PUREE funds, funds from the application of Resolution No. 32/2015 are recognized and considered as part of Edesur’s income. The revenue increase is due to the difference between a theoretical rate schedule and the current rate schedule for each category of users, according to calculations by ENRE, in order to not move the rate but instead it will be covered by fund transfers from the CAMMESA in order to compensate for the delay in the application of the RTI, which still does not have a completion date set.

On June 29, 2015, the Argentine Secretary of Energy issued Note No. 1,208 which instructed CAMMESA how to calculate the debts accrued through January 31, 2015 that Edesur has with the Wholesale Electricity Market (MEM), and how to calculate compensation claims arising from the application of MMC. As a result, approximately Ch$ 27 billion of net income of was recognized in 2015.

On June 24, 2014, the Argentine Secretary of Energy, through Note No. 4012/2014, authorized CAMMESA to sign a contract with Edesur and Edenor S.A. to fund higher salary costs due to the application of Resolution ST No. 836/2014.

For further details regarding regulation, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework Development.” For further details regarding the financial impact, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 2. Analysis of Results of Operations for the years ended December 31, 2015 and 2014 — Distribution Business: Revenues.”

Ampla (Brazil)

Ampla is the second largest electricity distribution company in the State of Rio de Janeiro, Brazil in terms of number of customers and annual energy sales. As of December 31, 2015, we held a 92% economic interest in Ampla. Ampla is mainly engaged in the distribution of electricity to 66 municipalities located in the State of Rio de Janeiro, and serves almost 3 million customers in a concession area of 32,615 square kilometers, with an estimated population of 8.0 million. Ampla operates under a 30-year concession granted by the Brazilian government and it will remain in force until December 2026. As of December 31, 2015, residential, commercial, industrial and other customers represented 41%, 19%, 7% and 33%; respectively of Ampla’s total sales of 11,547 GWh (self supply and energy losses are excluded). In 2015, its energy losses were 20.9%, compared to 20.3% in 2014.

The following table sets forth Ampla’s principal operating data for each of the periods indicated:

 

     Year ended December 31,  
     2015     2014     2013  

Electricity sales (GWh)

     11,547        11,678        11,025   

Residential

     4,715        4,754        4,512   

Commercial

     2,187        2,232        2,133   

Industrial

     872        970        918   

Other customers(1)

     3,773        3,721        3,462   

Number of customers (thousands)

     2,997        2,875        2,801   

Residential

     2,697        2,607        2,536   

Commercial

     175        172        171   

Industrial

     5        5        5   

Other customers

     120        92        90   

Energy purchased (GWh)(2)

     14,591        14,647        13,770   

Total energy losses (%)(3)

     20.9     20.3     19.9

 

(1) The data for other customers includes tolls.
(2) During 2015, 0.5% of the electricity purchased was acquired from Cachoeira Dourada, 0.4% in 2014 and 0.4% in 2013.
(3) Energy losses are calculated as the percent difference between energy purchased and energy sold (GWh) within a given period. Losses in distribution arise from illegally tapped lines as well as technical losses.

 

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In 2015, the collection rate from customers was 97.5%, compared to 98.8% in 2014.

For the year ended December 31, 2015, Ampla’s main unregulated customers were (ordered alphabetically): Anglo Ferrous Minas-Rio Mineral, Braskem Petroquimica, Lafarge Brasil, LLX Minas-Rio Logistica, MAN Latin America, Michelin, Petrobras, Peugeot, Rio Polimeros S.A. and Votorantim.

Under Concession Contract No. 05/1996, which regulates the electricity distribution in Ampla’s concession area, Ampla is subject to a comprehensive tariff review by ANEEL every four years. Ampla underwent its third comprehensive tariff review effective as of March 15, 2014. For this review, ANEEL reduced the Weighted Average Cost of Capital (“WACC”) from 9.95% to 7.50%, net of taxes, which affected income and reduced the recognized operating costs. These modifications resulted in an average tariff reduction of 2.6% effective as of March 2014. This result was detailed in Technical Note No. 12/2014-SRE/ANEEL.

On March 10, 2015, ANEEL approved Ampla’s new tariff, which became effective on March 15, 2015. The average increase perceived by consumers was 42.2%. Low voltage customers had an average increase of 36.4% and medium voltage customers increased by an average of 56.2%. The main causes of these adjustments are the increased CDE (Energy Development Account surcharge), which represents approximately 30% of the 42.2% average increase. Price increases for purchased electricity represented approximately 10% of the total increase.

For further details regarding regulation, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework Development.” For further details regarding the financial impact, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 2. Analysis of Results of Operations for the years ended December 31, 2015 and 2014 — Distribution Business: Revenues.”

Coelce (Brazil)

Coelce is the sole electricity distributor of the State of Ceará, located in northeastern Brazil. Coelce serves over 3.8 million customers within a concession area of 148,825 square kilometers, under a 30-year concession granted by the Brazilian government, which will remain in force until May 2028. Residential, commercial, industrial and other customers represented 35%, 20%, 21% and 24%, respectively, of Coelce’s total energy sales. In 2015, its energy losses were 13.7%, compared to 12.8% in 2014.

The following table sets forth Coelce’s principal operating data for each of the periods indicated:

 

     Year ended December 31,  
     2015     2014     2013  

Electricity sales (GWh)

     11,229        11,165        10,705   

Residential

     3,959        3,940        3,703   

Commercial

     2,148        2,076        1,951   

Industrial

     1,196        1,206        1,169   

Other customers(1)

     3,925        3,942        3,881   

Number of customers (thousands)

     3,758        3,625        3,500   

Residential

     2,865        2,802        2,720   

Commercial

     232        230        223   

Industrial

     7        7        7   

Other customers

     654        587        550   

Energy purchased (GWh)

     13,016        12,806        12,246   

Total energy losses (%)(2)

     13.7     12.8     12.6

 

(1) The data for other customers includes tolls. During 2015, 23% of the electricity purchased was acquired from Fortaleza, 21% in 2014 and 22% in 2013.
(2) Energy losses are calculated as the percent difference between energy purchased and energy sold (GWh) within a given period. Losses in distribution arise from illegally tapped lines as well as technical losses.

 

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For the year ended December 31, 2015, Coelce’s main unregulated customers were (ordered alphabetically): Durametal, Esmaltec, Gerdau, Grandene, Lojas, Mecesa, Norsa Refrigerante, North Shopping, Petrobras, Vicunha Textil and Votorantim.

In 2015, the collection rate from customers was 97.5% compared to 98.2% in 2014.

On February 27, 2015, ANEEL approved the Extraordinary Tariff Review for 58 distribution companies, including Coelce. The average increase perceived by consumers was 23.4%. The review amortized increased CDE fees, rising energy costs and the energy auctions of 2014 and 2015. In the case of Coelce, final consumer’s tariffs, on average, increased 10.3%, primarily due to the increased CDE fees and increased energy costs. The average effect to be perceived by high voltage consumers was 12.9% and the average effect perceived by low voltage consumers was 9.1%.

On April 4, 2015, ANEEL provisionally approved Coelce’s tariff review which should result in positive financial. According to ANEEL’s decision, the result will be provisional until the final methodology for tariff revisions fourth cycle is defined. The application of the new methodology will be considered in the 2016 tariff adjustment process.

The most important points of the tariff review are the recognition of higher operating costs recognition, the approval of the Regulatory Remuneration Base and the change of WACC. Including the tariff adjustment that occurred in March 2015, the average rate increased to be perceived by consumers should be 11.7%. The new rates have been in effect since April 22, 2015.

For further details regarding regulation, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework Development.” For further details regarding the financial impact, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 2. Analysis of Results of Operations for the years ended December 31, 2015 and 2014 — Distribution Business: Revenues.”

Codensa (Colombia)

Codensa is a Colombian electricity distribution company that serves a concession area of 14,456 square kilometers in Bogotá and other 96 municipalities of the provinces of Cundinamarca, Tolima and Boyacá, with approximately 2.9 million customers. As of December 31, 2015, we held a 48.4% economic interest in Codensa, which we control through Chilectra Américas and consolidate pursuant the ownership of 57.2% of Codensa’s voting rights along with a shareholder agreement. For more information regarding the control and consolidation of Codensa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

Under Colombian law, since no concessions are granted, an administrative authorization is required to provide the distribution service. In the case of Codensa, the authorization is of indefinite duration.

Since 2001, Codensa only services regulated customers. The unregulated market is serviced directly by our generation company, Emgesa, with the exception of the public lighting in Bogotá. In 2015, its energy losses were 7.3%, compared to 7.2% in 2014.

 

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The following table sets forth Codensa’s principal operating data for each of the periods indicated:

 

     Year ended December 31,  
     2015     2014     2013  

Electricity sales (GWh)

     13,946        13,660        13,332   

Residential

     4,665        4,575        4,491   

Commercial

     2,280        2,213        2,152   

Industrial

     1,011        931        862   

Other customers(1)

     5,990        5,941        5,827   

Number of customers (thousands)

     2,865        2,772        2,687   

Residential

     2,543        2,459        2,381   

Commercial

     273        265        259   

Industrial

     45        44        44   

Other customers

     4        4        3   

Energy purchased (GWh)(2)

     15,039        14,726        14,351   

Total energy losses (%)(3)

     7.3     7.2     7.0

 

(1) The data for other customers includes tolls.
(2) In 2015, 20% of the electricity purchased was acquired from Emgesa, 28% in 2014 and 41% in 2013.
(3) Energy losses are calculated as the percent difference between energy purchased and energy sold (GWh) within a given period. Losses in distribution arise from illegally tapped lines as well as technical losses.

For the year ended December 31, 2015, Codensa’s only unregulated customer was Alumbrado Público Distrito Capital Bogotá.

In 2015, the collection rate from customers was 100.5% compared to 100.9% in 2014. Codensa’s ordinary tariff review is currently in progress and it is expected to conclude in 2016.

Edelnor (Peru)

Edelnor is a Peruvian electricity distribution company that operates in a concession area of 1,518 square kilometers under an indefinite concession granted by the Peruvian government. As of December 31, 2015, we held a 75.5% economic interest in Edelnor. It has an exclusive concession to distribute electricity in the northern part of the Lima metropolitan area, as well as some provinces in the Lima region, including Huaral, Huaura, Barranca and Oyón, and the adjacent province of Callao. As of December 31, 2015, Edelnor distributed electricity to approximately 1.3 million customers, an increase of 3.4% compared to 2014.

As of December 31, 2015, Edelnor had total energy sales of 7,624 GWh, an increase of 3.8% year over year. In 2015, its energy losses were 8.3%, compared to 8.2% in 2014.

 

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The following table sets forth Edelnor’s principal operating data for each of the periods indicated:

 

     Year ended December 31,  
     2015     2014     2013  

Electricity sales (GWh)

     7,624        7,338        7,030   

Residential

     2,839        2,719        2,634   

Commercial

     1,688        1,641        1,582   

Industrial

     1,213        1,220        1,239   

Other customers(1)

     1,884        1,759        1,575   

Number of customers (thousands)

     1,337        1,293        1,255   

Residential

     1,266        1,223        1,185   

Commercial

     42        42        41   

Industrial

     1        1        1   

Other customers

     27        27        28   

Energy purchased (GWh)(2)

     8,311        7,995        7,653   

Total energy losses (%)(3)

     8.3     8.2     8.0

 

(1) The data for other customers includes tolls.
(2) In 2015, 26% of the electricity purchased was acquired from Edegel, Chinango and EEPSA. In 2014, 27% of the electricity purchased was acquired from Edegel and EEPSA, and 37% in 2013.
(3) Energy losses are calculated as the percent difference between energy purchased and energy sold (GWh) within a given period. Losses in distribution arise from illegally tapped lines as well as technical losses.

For the year ended December 31, 2015, Edelnor’s primary unregulated customers are (ordered alphabetically): Alicorp, APM Terminals, Corporación Celima, Corporación JR Lindley, DP World, Fabrica Peruana de Eternit, Goodyear Peru, G&M Ferrovias S.A., Indeco, Lima Airport Partners, Molitalia and Refineria La Pampilla.

In 2015, the collection rate from customers was 98.7% compared to 99.8% in 2014.

On October 16, 2013, Osinergmin revised Edelnor’s distribution tariff rates for the four year period from November 2013 to October 2017. The new tariff rate was an increase of 1.2% compared to the previous period that ended in October 2013. The VAD will not increase until the new tariff becomes effective in November 2017.

Edelnor has entered into short-term contracts to supply power to the regulated and unregulated markets from 2015 to 2020. In addition, Edelnor has also entered into long-term power supply contracts for the period from 2015 to 2027.

On June 18, 2014, Resolution No. 120-2014-OS / CD (which was enacted on April 14, 2014) was amended, and established the tariff rate and compensation for secondary and complementary transmission systems for the period from May 1, 2014 to April 30, 2015.

Non-Electricity Businesses

Servicios Informáticos e Inmobiliarios Ltda. (Chile)

Servicios Informáticos e Inmobiliarios Ltda. (“SIEI”), a wholly-owned subsidiary, is a business consultancy in technology, information and computer science, telecommunications, data transmission and develops real estate projects in Chile. SIEI was formed following the merger of ICT Servicios Informáticos Ltda. with Inmobiliaria Manso de Velasco Ltda.

 

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ELECTRICITY INDUSTRY REGULATORY FRAMEWORK

The following chart shows a summary of the main characteristics of the electricity regulatory framework by operating segment in the countries in which operate.

 

         
          Argentina   Brazil   Peru   Colombia
           

    Gx    

  Unregulated Market  

 

Regulated remuneration scheme (Resolution No. 482/2015)

  Spot markets with prices defined by the regulator   Spot markets with costs audited by the regulator   Spot market with auctioned cost (Price-offered)
  Regulated     Seasonal Price    

 

  Auction Thermal  

  - 20 years / Hydro  

- 30 years

 

  Auction up to 20 years and node price   Auction 3/5 years
  Capacity  

Contribution

peak demand

  —    

 

Income based on contributions during peak demand

 

 

 

Firm energy contribution (energy auctions for at least 20 years)

     
    Tx       Features  

Public - Open Access Regulated Tariff                

 

Monopoly Regime for Transmission System Operators (“TSOs”)                

         
    Dx       Law   Concession contract  

 

Administrative Concession (indefinite)

 

 

Authorization

Operation Zone

  Expansion   95 years   30 years   Undefined    
  Tariff review   5 years   4/5 years   4 years   5 years
         
    Cx       Unregulated customers   > 0.03 MW  

> 0.5 MW to 3MW/ NCRE

>0.5MW/conventional

 

> 0.2 to 2.5 MW optional

>2.5 MW mandatory

  > 0.1 MW
  Unregulated market (%)   ≈ 20%   ≈ 25%   ≈ 45%       ≈ 30%

 

Gx: Generation    Tx: Transmission    Dx: Distribution    Cx: Trading

Argentina

Industry Overview

Industry Structure

In the Argentine Wholesale Electricity Market (“Argentine MEM” in its Spanish acronym) there are four categories of local agents (generators, transmitters, distributors, and large customers) and two external agents (traders of generation and traders of demand) who are allowed to buy and sell electricity as well as related products.

 

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The following chart shows the relationships among the various participants in the Argentine MEM:

 

LOGO

The generation sector was organized on a competitive basis until March 2013, with independent generating companies selling their output in the Argentine MEM spot market, through private contracts to purchasers in the Argentine MEM contract market or to CAMMESA, through special transactions.

On March 26, 2013, the Argentine Secretary of Energy published Resolution No. 95/2013 that set out a regulated remuneration scheme for power generation activity beginning retroactively from February 2013. The main features of the Resolution are as follows:

 

    It applies to generators, co-generators and self-generators, except for power plants entered into operation after 2005, nuclear generation and cross-border hydro generation.

 

    CAMMESA, the market operator, became the single buyer/seller for the fuel needed for plant operations. This implies that market agents are not allowed to trade fuels.

 

    Free bilateral trading is suspended: large customers will have to buy electricity directly from CAMMESA (no change of supply for residential customers, who are still served by distribution companies).

 

    Generators began to receive a regulated remuneration, which should cover fixed and variable costs plus additional remuneration.

The transmission sector is regarded as a public service, operating under monopoly conditions and is comprised of several companies to whom the Argentine government grants concessions. One concessionaire operates and maintains the highest voltage facilities and eight concessionaires operate and maintain high and medium voltage facilities, to which generation plants, distribution systems and large customers are connected. The international interconnected transmission systems also require concessions granted by the Argentine Secretary of Energy. Transmission companies are authorized to charge different tolls for their services.

 

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Distribution is regarded as a public service, operating under monopoly conditions, and is comprised of companies that have been granted concessions by the Argentine government. Distribution companies have the obligation to make electricity available to end customers within a specific concession area, regardless of whether the customer has a contract with the distributor or directly with a generator. Accordingly, these companies have regulated tariffs and are subject to quality service specifications. Distribution companies may obtain electricity on the Argentine MEM’s spot market, at a price called “seasonal price”, which is defined by the Argentine Secretary of Energy as the cap for the costs of electricity bought by distributors that can be passed through to regulated customers. There are two electricity distribution areas subject to federal concessions. The concessionaires are Edesur (one of our subsidiaries) and Edenor (an unrelated company), both of which are located in the greater Buenos Aires area. The local distribution areas are subject to concessions granted by the provincial or municipal authorities. However, all distribution companies acting on the Argentine MEM must operate under its rules.

Among customers, there are the regulated customers that are supplied by distributors at regulated tariffs and the large customers, who are classified into three categories: major large customers, minor large customers and private large customers. Each of these categories has different requirements with respect to purchases of their energy demand. For example, major large customers are required to purchase 50% of their demand through supply contracts and the remainder in the spot market, while minor large customers and private large customers are required to purchase all of their demand through supply contracts. Large customers participate in CAMMESA by appointing two directors and two acting directors through the Argentine Association of Electric Power for Large Customers. Since 2013, due to Resolution No. 95/2013, large customers buy electricity directly from CAMMESA, following the expiration of their bilateral contracts directly with generators.

There is one interconnected system, the Argentine NIS, and smaller systems that provide electricity to specific areas. According to the Argentine National Institute of Statistics and Census (Federal Planning Ministry provisional data of 2014), 99.4% of the energy required by the country is supplied by the Argentine NIS and only 0.6% is supplied by isolated systems.

Principal Regulatory Authorities

The Argentine Ministry of Energy and Mining, is primarily responsible for studying and analyzing the behavior of energy markets, preparing the strategic planning with respect to electricity, hydrocarbons and other fuels, promoting policies to increase competition and improve efficiency in the assignment of resources, leading actions for applying the sector policy, orienting new operators to the general interest, respecting the rational exploitation of the resources and the preservation of the environment.

The Argentine National Regulatory Authority for the Energy Sector (“ENRE” in its Spanish acronym) carries out the measures necessary for meeting national policy objectives with respect to the generation, transmission and distribution of electricity. Its principal objectives are to: protect the rights of customers; promote competitiveness in production; encourage investments that assure long-term supply; promote free access, non-discrimination and the generalized use of the transmission and distribution services; regulate transmission and distribution services to ensure fair and reasonable tariffs, and encourage private investment in production, transmission, and distribution, ensuring the competitiveness of the markets where possible. ENRE directly controls the management of Edenor and Edesur as distribution companies operating under a national concession. In the case of Edesur, on July 12, 2012, ENRE appointed an overseer, originally for 45 business days, a term that was extended for successive periods of the same duration, in order to monitor and actively control management of Edesur. ENRE Resolution No.243/2013 increased the term from 45 to 90 business days and it has been extended by successive 90 day-terms and may be extended further.

The principal functions of the CAMMESA are the coordination of dispatch operations, the establishment of wholesale prices and the administration of economic transactions made through the Argentine NIS. It is also

 

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responsible for executing the economic dispatch through economic considerations and rationality in the administration of energy resources, coordinating the centralized operation of the Argentine NIS to guarantee its security and quality, and managing the Argentine MEM, in order to ensure transparency through the participation of all the players involved and with respect to the respective regulations.

The principal functions of the Argentine Federal Electricity Council are the following: (i) managing specific funds for the electricity sector and (ii) advising the national executive authority and the provincial governments with respect to the electricity industry, the priorities in performing studies and works, concessions and authorizations, and prices and tariffs in the electricity sector. It also provides advice regarding modifications resulting from legislation referring to the electricity industry.

The Federal Environmental Council is an institutional branch of the federal government empowered to address environmental problems and solutions in Argentina. It has legal authority to coordinate the development of environmental policy among member states. The member states adopt regulations or rules that are issued by the Argentine Assembly, which are issued as resolutions.

The Ministry of Environment and Sustainable Development, a member of the Federal Environment Council, assists the Chief of Cabinet of Ministers in the implementation of environmental measures and articulates its insertion in the ministries and other areas of the national public administration. It seeks to foster rational exploitation and sovereignty over Argentina’s natural resources with consideration to fairness and social inclusion. The Secretary is involved in environmental planning and preservation, planning and implementation of national environmental management in the implementation of sustainable development, rational use of non-renewable resources and the diagnosis of environmental issues in coordination with different branches of the Argentine government.

The Electricity Law

General

The Argentine electricity industry was originally developed by private companies. As a result of service problems, the Argentine government began to intervene in the sector in the 1950s and initiated a nationalization process. Law 15,336/60 was passed to organize the sector and establish the federal legal framework for the start of major transmission and generation projects. Many government-owned corporations were created within this framework in order to carry out various hydroelectric and nuclear projects.

As a result of the electricity shortage in 1989, the following laws were passed starting in 1990: Law 23,696 (“State Reform”), Law 23,697 (“Economic Emergency”) and Law 24,065 (“Electricity Framework”). The objective of the new legislation was essentially to replace the vertically-integrated system based on a centrally-planned state monopoly with a competitive system based on the market and indicative planning.

Regulatory Developments: The Industry After the Public Emergency Law

Law 25,561, the Public Emergency Law, was enacted in 2002 to manage the economic crisis that began that year. It forced the renegotiation of public service contracts (such as electricity transmission and distribution concession contracts) and imposed the conversion of U.S. dollar denominated obligations into Argentine pesos at a pegged rate of Ar$ 1.00 per US$ 1.00. The mandatory conversion of transmission and distribution tariffs from U.S. dollars to Argentine pesos at this pegged rate (compared to the market exchange rate at that time of approximately Ar$ 3.00 per US$ 1.00) and the regulatory measures that cap and reduce the spot and seasonal prices hindered the pass-through of generation variable costs in the tariffs to end customers.

The Public Emergency Law also empowered the Argentine government to implement additional monetary, financial and foreign exchange measures to overcome the economic crisis in the medium term. These measures have been periodically extended. Most recently, Law 27,200 enacted on November 2015, further extended the measures until December 31, 2017.

 

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The Argentine Secretary of Energy introduced several regulatory measures aimed at correcting the effects of the devaluation into the Argentine MEM’s costs and prices and to reduce the price paid by the end customers.

Resolution No. 240/2003 changed the method for calculating spot prices by decoupling such prices from the marginal cost of operation. Prior to this resolution, spot prices in the Argentine MEM were typically fixed by units operating with natural gas during the warm season (from September through April) and units operating with liquid fuel/diesel in the winter (May through August). Due to restrictions on natural gas supply, winter prices were higher and affected by the price of imported fuels priced in U.S. dollars. Resolution No. 240/2003 sought to avoid price indexation pegged to the U.S. dollar and, although generation dispatch is still based on actual fuels used, the calculation of the spot price under the resolution is defined as if all dispatched generation units did not have the existing restrictions on natural gas supply. In addition, water value is not considered if its opportunity cost is higher than the cost of generating with natural gas. The resolution also set a cap on the spot price at Ar$ 120 per MWh, which was valid until the adoption of Resolution No. 95/2013 (March 2013). The real variable costs of thermal units burning liquid fuels were paid by CAMMESA through the Transitory Additional Dispatch Cost (Sobrecosto transitorio de despacho) plus a margin of Ar$ 2.5 per MWh, according to the Resolutions No. 6,866/2009 and No. 6,169/2010, that came into effect in May 2010. The generators that have adopted Resolution No. 95/2013 are remunerated according to such resolution and later by Resolution No.529/2014 and Resolution No. 482/2015.

The Argentine government has avoided increases in electricity tariffs to end customers and seasonal prices have been maintained substantially fixed in Argentine pesos. In contrast, gas producers have received price revisions by the authority and thereby were able to recover part of the value that they lost as a result of the 2002 devaluation of the Argentine peso against the U.S. dollar.

Under this system, CAMMESA sells energy to distributors who pay seasonal prices and buys energy from generators at spot prices that recognize rising gas prices at a contractual price defined by the instructions of the Argentine Secretary of Energy. To overcome this imbalance, the Argentine Secretary of Energy — through Resolution No. 406/2003 — only allows payments to generators for amounts collected from the purchasers in the spot market. This resolution set a priority of payment for different services, such as capacity payment, fuel cost and energy sales margin, among others. As a result, CAMMESA accumulates debt with generators while the system gives a distorted price incentive to the market that encourages electricity consumption but discourages investments to satisfy the growth in electricity demand, including investments in transmission capacity. Additionally, electricity generators experience a reduction of estimated income from contract prices because of the reduction of the spot price. However, since 2013, generators that have adopted Resolution No. 95/2013 collect most of their income through CAMMESA.

The Argentine government had intentions to gradually reverse its decision to freeze distribution tariffs. During 2011, various resolutions authorizing the elimination of electricity and natural gas subsidies were issued. However, the subsidy elimination has been applied to only 5% of customers, and has not expanded to other customers. For further details, see “— Sales to Distribution Companies and Certain Regulated Customers” below.

In order to enhance the energy supply, the Argentine Secretary of Energy created different schemes to sell “more reliable energy.” Resolution No. 1,281/2006 created the Energy Plus Service Program, which was designed to increase generation capacity in order to meet growth in electricity demand over the “Base Demand,” which was the demand for electricity in 2005.

SE Resolutions No. 220/2007 and 724/2008 gave thermal generators the opportunity to reduce some of the adverse effects of Resolution No. 406/2003 by entering into MEM Supply Commitment Contracts (“CCAM” in its Spanish acronym). Under these resolutions, a thermal generator can perform maintenance or repowering investments to improve the availability of its units and add additional capacity to the system. After authorization,

 

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the thermal generator can then sign a CCAM at prices that would permit the recovery of such capital expenditures. Additionally, energy sales through a CCAM receive payment priority compared with spot energy sales under Resolution No. 406/2003. Generators with a CCAM can supply energy to CAMMESA for up to 36 months, renewable only for an additional six-month period.

During 2009, Resolution No. 762/2009 created the National Hydroelectric Program to promote the construction of new hydroelectric plants. The program enables authorized generators to enter into energy supply contracts with CAMMESA for up to 15 years at prices that would allow for the recoupment of their investment.

The Argentine government has adopted several other measures to encourage new investments, including the following: auctions to expand the capacity of natural gas transportation and electricity transmission; the implementation of certain projects for the construction of power plants; the creation of fiduciary funds to finance these expansions; and the awarding of contracts with renewable energy, called the “GENREN program.” For more details, refer to “— Environmental Regulation” below. In addition, Law 26,095/2006 created specific charges that must be paid by end customers, which are used to finance new electricity and gas infrastructure projects. The Argentine government has also enacted regulations to encourage the rational and efficient use of electricity.

Since the implementation of the Electricity Framework, the generation sector has sold the electricity it generates on the wholesale spot market and the private contract market. However, a series of resolutions have been published since 2005 that have permitted the Argentine government and generators to sign contracts for the incorporation of new generation plants and/or maintenance of existing plants to guarantee the availability of the units. On August 24, 2012, the Argentine government informed electricity sector companies that it would reform the Argentine MEM and end the marginal price system of the 1990s. To implement these changes, a Strategic Planning and Coordination Commission of the National Hydrocarbons Investment Plan was created. The principal change in the generation sector is the evolution of the “liberalized marginalist” model into a “Cost Plus” model in accordance with the following “Declared Principles”: (i) any income shall be applied to each company based on the sum of its equity and debt, less redundant assets, (ii) a “Reasonable Profit” would be recognized, and (iii) efficient operating costs would be recognized.

With this new regulatory model, the Argentine government has more information and control over (i) the profitability of companies, (ii) the quality of service, and (iii) the supply of fuels through CAMMESA, which is the sole supplier of fuels (through imports and a contract with YPF S.A., an Argentine company engaged in the exploration, distribution and sale of petroleum and its derivatives). Therefore, while generation companies will not pay for fuel, reducing their operating costs, they are not compensated for this expense in their prices, also reducing part of their revenues and changing the method employed to record revenues and operating costs.

The Argentine Secretary of Energy published Resolution No.95/2013, Resolution No. 529/2014 and Resolution No. 482/2015, in 2013, 2014 and 2015, respectively, which established a new remuneration scheme for all generation companies except for biomass/biogas, hydroelectric plants, nuclear plants and blocks of energy commercialized through energy contracts regulated by the Secretary of Energy. The remuneration scheme is based on average costs for generation companies, in contrast with the previous marginal price system. The new scheme establishes payments for fixed and variable costs depending on the type of technology, whether it be hydroelectric, thermal (gas turbine, steam turbine, combined cycle), internal combustion motor generators, wind, solar photovoltaic, biomass/biogas, as well as the size of the plant (small, medium or large units) separated by their technology and the type of fuel used (natural gas, fuel oil/gas oil, biofuels or coal). The generation companies received payments defined by Resolution No. 95/2013 from February 2013 until January 2014. From February 2014 until January 2015, generation companies received payments according to Resolution No. 529/2014. Since February 2015, generators have received payments according to Resolution No. 482/2015, which increased the amounts in order to compensate them for inflation effects. Resolution No. 482/2015 also includes the recognition of non-recurring maintenance costs for hydroelectric generation plants, and incorporates a new payment to finance new electric project investment.

 

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The impact of Resolution No. 482/2015 has been favorable for generators in 2015 due to higher revenues received than those under Resolution No. 529/2014, leading to greater cash flows. However, the future effect of this regulation will depend on the remuneration values constantly being updated by the Argentine Secretary of Energy.

The increases in the payments to generators due to Resolution No. 482/2015, as compared to Resolution No 529/2014 are summarized as follows:

 

    28% increase in the fixed cost recognition for combined cycle gas turbines, CCGTs and hydroelectric plants.

 

    23.5% and 23% increase in the variable cost recognition for CCGTs and hydroelectric plants.

 

    25% and 10% increase in the additional remuneration in CCGTs hydroelectric plants, respectively.

 

    18% increase in the non-recurring maintenance remuneration in hydroelectric plants, which before with Resolution No. 529/2014 did not receive this payment.

 

    Create a charge intended to finance new investment projects during 2015-2018, called 2015-2018 FONINVEMEM charge (Cargo Foninvemem 2015-2018).

On July 2, 2015, El Chocón, Costanera and Dock Sud signed the “Agreement to manage and operate projects, increase thermal generation availability and adjust the remuneration for energy generated”. El Chocón, Costanera, Dock Sud and other companies decided to participate in an 800 MW combined-cycle gas turbine power plant project. The agreement states that the project will be funded with the receivables of the 2015-2018 FONINVEMEM remuneration and with a remuneration trust that was not used for other purposes, which is accrued between February 2015 and December 2018. Both the Secretary of Energy and the generators’ agents reserved the right to terminate this agreement if the respective complementary agreements were not signed within 90 days. To date there has been no further progress in the signing of the complementary agreements. Therefore, the contract is no longer valid.

Part of the additional remuneration set in Resolution No. 95/2013, adjusted by Resolution No. 529/2014 and Resolution No. 482/2015, went into a trust for the execution of works in the electricity sector. Resolution No. 95/2013 states that the payment deposited to the trust is not subject to any deduction or discount, and that the Secretary of Energy will define the mechanism under which the receivables collected by CAMMESA due to Resolution No. 406/2003 will be utilized.

Generators, including our subsidiaries, have the option to invest in new capacity, which can be financed with accruals of the trust. Costanera and El Chocón signed an agreement to install four new 9 MW generating units in Costanera. The investment of approximately US$ 44 million was financed with El Chocón’s Additional Remuneration Trust accruals. Resolution No. 482/2015 incorporated the payment values for this technology, generating units, that was not previously defined. The four generating units are expected to begin their commercial operation during the second quarter of 2016.

On December 16, 2015, the National Executive Branch enacted the Decree No. 134/2015, which declared a state of emergency for the National Electricity sector until December 31, 2017 and instructed the newly-created Ministry of Energy and Mining to prepare and implement a national program to improve the quality and safety of the electrical supply and guarantee that it is provided under the best technical and economic conditions.

FONINVEMEM

Resolution No. 712/2004 created FONINVEMEM, a fund whose purpose is to increase electricity capacity/generation within the Argentine MEM. Pursuant to Resolution No. 406/2003, the Argentine Secretary of Energy decided to pay generators for the spot prices up to the amount available in a stabilization fund, after collecting the

 

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funds from the purchasers in the spot market at seasonal prices, which were lower than spot prices for the same period. FONINVEMEM would receive the differences between spot prices and payments to sellers, according to Resolution No. 406/ 2003 from January 1, 2004 to December 31, 2006. CAMMESA was appointed to manage FONINVEMEM.

Pursuant to Resolution No. 1,193/2005, all private generators in the Argentine MEM were called upon to participate in the construction, operation and maintenance of the electricity generation plants to be built with the funds from FONINVEMEM, consisting of two combined-cycle generation plants of approximately 825 MW each.

Due to the insufficient resources to construct the plants, Resolution No. 564/2007 required all of the Argentine MEM’s private sector generators to commit to FONINVEMEM by including the differences between spot prices and payments made pursuant to Resolution No. 406/2003 for an additional period ending December 31, 2007. These plants were completed in 2010 and are powered by natural gas or alternative fuels.

The Energy Plus Program

In September 2006, the Argentine Secretary of Energy issued Resolution No. 1,281/2006 in an effort to respond to the continued increase in energy demand following Argentina’s economic recovery after the crisis. With this resolution, the Argentine government started the Energy Plus Program, which (i) create incentives to construct electricity generation plants; and (ii) ensure that energy available in the market is used primarily to service residential customers and industrial and commercial customers with an energy demand is at or below 300 kW as well as those who do not have access to other viable energy alternatives, as its principal objectives.

The resolution also established the price large customers are required to pay for excess demand that are not covered by a contract under the Energy Plus Program, which is equal to the marginal cost of operations. This marginal cost is equal to the generation cost of the last generation unit dispatched to supply the incremental demand for electricity at any given time.

Agreement to Manage and Operate Projects

On November 25, 2010, the Argentine Secretary of Energy signed an agreement with several generation companies, including our subsidiaries, in order to: (i) increase thermoelectric unit availability; (ii) increase energy and capacity prices; and (iii) develop new generation units through the contribution of outstanding debts of CAMMESA owed to the generation companies.

This agreement seeks to accomplish: (i) continue the reform of the Argentine MEM; (ii) enable the incorporation of new generation to meet the increased demand for energy in the Argentine MEM (pursuant to this agreement, our subsidiaries, together with the SADESA Group and Duke, formed a company to develop the combined-cycle project with a capacity of approximately 800 MW at the Vuelta de Obligado thermal plant (“VOSA”); (iii) determine a mechanism to pay the generators’ sales settlements with maturity dates to be determined (“LVFVD”), which represent generators’ claims for the period from January 1, 2008 to December 31, 2011. These contributions shall be returned with the interests and converted into U.S. dollars at the date of VOSA’s completion, considering the exchange rate existing as of the date on which the agreement was signed; and (iv) determine the method for recognizing the total remuneration due to generators.

On October 24, 2012, the contract for the turnkey supply and construction of the VOSA was entered into among General Electric Internacional Inc., General Electric Internacional Inc. Argentina branch, and the Argentine Secretary of Energy.

The project also includes the expansion of the Río Coronda 500 kV transformer station which connects to the Argentine NIS, the construction of four new fuel tanks, the construction of a gas pipeline to supply natural

 

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gas from the national network, and maintenance of the plant during the single and combined-cycle operation periods for a period of ten years. On December 3, 2014, VOSA started to operate its open cycle, with a capacity of 540 MW. Total installed capacity is expected to reach approximately 800 MW in 2016.

Limits and Restrictions

To preserve competition in the electricity market, participants in the electricity sector are subject to vertical and horizontal restrictions, depending on the market segment in which they operate.

Vertical Integration Restrictions

The vertical integration restrictions apply to companies that intend to participate simultaneously in different sub-sectors of the electricity market. These vertical integration restrictions were imposed by Law 24,065 (“Electricity Framework”), and apply differently to each sub-sector as described below:

Generators

 

    Neither a generation company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling entity of a transmission company; and

 

    Since a distribution company cannot own generation units, a holder of generation units cannot own distribution concessions. However, the shareholders of the electricity generator may own an entity that holds distribution units, either by themselves or through any other entity created with the purpose of owning or controlling distribution units.

Transmitters

 

    Neither a transmission company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling company of a generation company;

 

    Neither a transmission company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling company of a distribution company; and

 

    Transmission companies cannot buy or sell electric energy.

Distributors

 

    Neither a distribution company nor any of its controlled or controlling companies can be an owner, majority shareholder or the controlling company of a transmission company; and

 

    A distribution company cannot own generation units. However, the shareholders of an electricity distributor may own generation units either by themselves or through any other entity created with the purpose of owning or controlling generation units.

Horizontal Integration Restrictions

In addition to the vertical integration restrictions described above, distribution and transmission companies are subject to the following horizontal integration restrictions:

Transmitters

 

   

Two or more transmission companies can merge or be part of a same economic group only if they obtain an express approval from the ENRE. Such approval is also necessary when a transmission company intends to acquire shares of another transmission company. Pursuant to the concession

 

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agreements that govern the services rendered by private companies operating transmission lines between 132 kW and 140 kW, the service is rendered by the concessionaire on an exclusive basis in certain areas indicated in the concession agreement. Pursuant to the concession agreements that govern the services rendered by the private companies operating the high-tension transmission services of at least 220 kW, such companies must render the service on an exclusive basis and are entitled to render the service throughout the entire country, without territorial limitations.

Distributors

 

    Two or more distribution companies can merge or be part of a same economic group only if they obtain an express approval from the ENRE. Such approval is necessary when a distribution company intends to acquire shares of another transmission or distribution company; and

 

    Pursuant to the concession agreements that govern the services rendered by private companies operating distribution networks, the service is rendered by the concessionaire on an exclusive basis in certain areas indicated in the concession agreement.

Regulation of Generation Companies

Concessions

Hydroelectric generators with a normal generation capacity exceeding 500 kW must obtain a concession to use public water sources. Concessions may be granted for a fixed or an indefinite term.

Such concession holders have the right to: (i) take control of the private properties within the concession area (subject to general laws and local regulations) that are necessary to create reservoirs as well as underground or above ground supply-line and release channels, (ii) flood lands that are necessary to raise water levels, and (iii) request the authorities to make use of the powers conferred in article 10 of Law 15,336 in cases where it is absolutely necessary to appropriate the property of a third-party that was not part of the concession and the concession holder has failed to reach an agreement with such third-party.

Dispatch and Pricing

CAMMESA controls the coordination of dispatch operations and the administration of the Argentine MEM’s economic transactions. All generators that are Argentine MEM agents must be connected to the Argentine NIS and are obliged to comply with the dispatch order to generate and deliver energy to the Argentine NIS. The emergency regulations enacted after the Argentine crisis in 2001 had a significant impact on energy prices. Among the measures implemented pursuant to the emergency regulations were the specification of prices in the Argentine MEM and the requirement that all spot prices be calculated based on the price of natural gas, even in circumstances where alternative fuels such as diesel are purchased to meet demand due to the lack of supply of natural gas.

The introduction of Resolution No. 95/2013 suppressed the market for energy transactions among generators, large customers and traders. This resolution defines a regulated remuneration scheme for each type of technology used in power generation (see — Argentina — Industry Overview” and “— Regulatory Developments: the Industry After the Public Emergency Law”).

Seasonal Prices

The emergency regulations also made significant changes to the seasonal prices charged to distributors in the Argentine MEM, including the implementation of a cap (which varies depending on the category of customer) on the cost of electricity charged by CAMMESA to distributors at a price significantly below the spot price charged by generators. These prices have not changed since November 2008.

 

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Pursuant to Resolution No. 1,301/2011, which announced the elimination of subsidies, the Argentine MEM’s seasonal reference prices for non-subsidized electricity were published in November 2011. This resolution also provided for the (i) discontinuation of the practice of charging subsidized prices for non-residential customers based on their payment capacity and economic activity; (ii) creation of a Register of Exceptions including a list of customers exempt from the subsidy elimination, provided that they can certify their inability to bear the seasonal reference prices for non-subsidized electricity; and (iii) the identification of the National State Subsidy, requiring CAMMESA to explicitly identify the subsidies that it provides to each level of demand. Under the resolution, distributors are also required to notify residential customers that will be affected by the elimination of subsidies.

As a result of Decree No. 134/2015, which declared a state of emergency for the Argentine Electricity sector, the Ministry of Energy and Mining enacted Resolution No. 6/2016 on January 27, 2016, that changed the seasonal price between February 2016 and April 2017 for the MEM. The seasonal price was calculated based on the operational programming, dispatch and price calculations. This resolution allowed prices to reflect the actual energy cost, reducing the subsidies and creating differentiated prices for the residential customers based on their efficient energy usage. This is the first step towards the reconstitution of market conditions.

Stabilization Fund

The stabilization fund, managed by CAMMESA, was created to absorb the difference between purchases by distributors at seasonal prices and payments to generators for energy sales at the spot price. When the spot price is lower than the seasonal price, the stabilization fund increases and when the spot price is higher than the seasonal price, the stabilization fund decreases. The outstanding balance of this fund at any given time reflects the accumulation of differences between the seasonal price and the hourly energy price in the spot market. The stabilization fund is required to maintain a minimum balance to cover payments to generators if prices in the spot market during the quarter exceed the seasonal price.

The stabilization fund has been adversely affected as a result of the modifications to the spot price and the seasonal price made by the emergency regulations, pursuant to which seasonal prices were set below spot prices resulting in large deficits in the stabilization fund. These deficits have been financed by the Argentine government through loans to CAMMESA and with FONINVEMEM funds, but these continue to be insufficient to cover the differences between the spot price and the seasonal price.

Sales to Distribution Companies and Regulated Customers

In order to stabilize the prices for distribution, the market uses the seasonal price as the energy price to be paid by distributors for their purchases of electricity traded in the spot market. This is a fixed price determined every six months by the Argentine Secretary of Energy based on CAMMESA’s recommended seasonal price level for the next period according to its estimated spot price. CAMMESA estimates this price by evaluating its expected supply, demand and available capacity, as well as other factors. The seasonal price is maintained for at least 90 days. Since 2002, the Argentine Secretary of Energy has been approving seasonal prices lower than those recommended by CAMMESA.

At the end of 2011, the Argentine government issued various resolutions in order to begin a process to reduce subsidies to gas, electricity and water tariffs. These resolutions provide for, among other things (i) the approval of the seasonal programming of regulated tariffs for the period from November 2011 to April 2012; (ii) establishment of a new non-subsidized seasonal price, which increased from Ar$ 243 per MWh to Ar$ 320 per MWh; (iii) listing of economic activities that are subject to the reduction in subsidies; (iv) creation of a register recording the exceptions to the reduction in subsidies; (v) establishment of the effective date for the new tariffs as of January 1, 2012; and (vi) provisions for voluntarily renouncing gas, electricity and water subsidies through an online system.

 

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Specific Regulatory Charges for Electricity Companies

The authority to impose regulatory charges in Argentina is administratively divided among the federal, provincial and the municipal governments. Therefore, the tax charge varies according to where the customer lives.

Incentives and Penalties

The Energy Plus Service Program, part of the Energy Plus Program, is provided by generators that have (i) installed new generation capacity or (ii) connected previously unconnected existing generation capacity to the Argentine NIS. All Large Customers that had a higher demand than their Base Demand as of November 1, 2006, were required to enter into a contract with the Energy Plus Service Program to cover their excess demand. Large Customers that did not enter into such contracts are required to pay additional amounts for any consumption that exceeds the Base Demand. The prices under the contracts with Energy Plus Service Program must be approved by the relevant authorities. Unregulated customers that were unable to secure an Energy Plus Service contract are able to request CAMMESA to conduct an auction in order to satisfy their demand.

Regulation of Distribution Companies

Concessions

Distributors are companies holding a concession to distribute electricity to customers (concessions are given to distributors by the jurisdiction where they operate, national, provincial or municipal). Distributors are required to supply any and all demand of electricity in their exclusive areas of concession at tariffs and under conditions in accordance with the relevant local regulations. Penalties for failing to supply the electricity demand are included in the concession agreements. Concessions are issued for distribution and retail sale, with specific terms for the concessionaire stated in the contract. The concession periods are divided into “management periods” that allow the concessionaire to give up the concession at certain intervals.

Energy Purchases

Through SE Resolution No. 2,016/2012, the Argentine Secretary of Energy approved seasonal prices for the period from November 2012 to April 2013. The resolution sets a sole monomic price (combining both energy and capacity prices) to value all purchases on the Argentine MEM by every distributor in the country and established the regulatory combining bodies and/or authorized entities that are responsible for instructing the distributors in their jurisdiction so that the distributors may correctly apply the seasonal reference prices to their respective price tables.

Distribution Tariff-Setting Process

Distribution under national jurisdiction and transmission companies have been renegotiating contracts since 2005 and although tariffs were partially and temporarily established, definitive tariffs are still pending. As a result, although the terms to define energy prices pursuant to the Argentine Electricity Act are still in force, their implementation reflects the measures taken by the authorities that reduce compensation for all electricity companies. On the other hand, distribution companies under provincial or municipal jurisdiction have seen their tariffs adjusted by local authorities.

During 2006, our subsidiary Edesur and Edenor (not related to us), the largest Argentine distributors, entered into the “Agreement for Renegotiation of Concession Contract.” This agreement established, among other things, (i) a transitional tariff regime contingent on the quality of service; and (ii) an Integral Rate Revision Process (“RTI” in its Spanish acronym) to be implemented by ENRE according to Law 25,561 that would set the conditions for a new tariff regime for a five-year period. In December 2009, Edesur presented to ENRE its tariff proposal pursuant to the RTI process and also submitted support studies in accordance with the requirements

 

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established by ENRE Resolution No 467/2008. This presentation only included the income requirements and did not include rate proposals, which were later presented to ENRE in May 2010. As of the date of this Report, ENRE has not defined new tariffs and the transitional tariff regime remains in effect.

Resolution 45/2010 of the Argentine Secretary of Energy determined bonus payments to residential customers under the Energy Efficiency Program (“PUREE” in its Spanish acronym), particularly to those with a demand that is less than 1,000 kWh during a two month period. PUREE was created in 2004 and established bonuses and penalties to customers depending on the level of energy savings. The net difference between the bonuses and penalties was originally deposited to the stabilization fund but this was subsequently modified at the request of Edesur and Edenor. The Argentine Secretary of Energy authorized Edesur and Edenor to use all of such amounts to compensate for the cost variations that were not passed on to the tariffs paid by regulated customers.

Edesur’s and Edenor’s distribution tariffs have been remained unchanged since July 2008. Combined with a constant increase in costs due to inflation, this has left Edesur in a very delicate financial position. As a result, Edesur made a request in July 2012 for a special payment plan for energy purchases to CAMMESA.

In 2012, the Argentine Secretary of Energy issued Note No. 3,787/2012 in order to facilitate financing for necessary investments to the distribution system. The resolution authorized CAMMESA to provide financing for high voltage projects in 2012 investment plan pursuant to the mechanism in Resolution No. 146/2002.

At the end of 2012, the ENRE issued ENRE Resolution No. 347/2012 titled “Trust for Financing Distribution Works” (“FOCEDE” in its Spanish acronym). The resolution mandated the formation of a trust with funds collected from customers’ payments in order to finance necessary investments in infrastructure, including any maintenance works to be carried out in the concession area. The funds collected from customers are to be differentiated depending on customer category and will be taken into consideration by the ENRE when it carries out the RTI process. The trust contract and its operative manual agreement were signed by Edesur on November 29, 2012 and December 18, 2012, respectively.

On May 7, 2013, the Argentine Secretary of Energy approved Resolution 250/2013 which defined the residual value of the MMC funds that are owed to Edesur and Edenor, allowing the compensation of costs and other debts that Edesur and Edenor accrued with the funds collected under the PUREE program. The resulting balance is allocated to the FOCEDE. The Argentine Secretary of Energy has retained the power to extend, either partially or entirely, the provisions of the Resolution No. 250/2013 on the basis of the information received from ENRE and from CAMMESA. This compensation mechanism is not recurrent but it was utilized several times during 2013 and 2014 by the following Argentine Secretary of Energy Notes: i) on November 6, 2013, Note No. 6852 authorized compensation for the period of March 2013 through September 2013; ii) on June 6, 2014 Note No. 2361/14 authorized compensation for the period of October 2013 through March 2014; iii) on October 9, 2014 Note No. 0486, authorized application of Resolution No. 250/2013 for the period of April 2014 through August 2014; and iv) on December 18, 2014 Note No. 1136 authorized compensation for the period of September 2014 through December 2014.

On June 2014, Argentine Secretary of Energy, through the Note No. 4012/2014, authorized CAMMESA to provide funds to Edesur and Edenor to finance their higher personnel costs due to the application of ST Resolution No. 836/2014

On March 13, 2015, SE Resolution No. 32/2015 was issued, which permitted Edenor and Edesur, to recognize temporary higher revenues to finance their higher costs of energy purchases in the spot market, salaries and procurement. This increase is to be offset with RTIs, which have not been defined yet and will be with CAMMESA funds. In addition, Resolution No. SE 32/2015 permits Edenor and Edesur to recognize funds from PUREE as their own income, and validated the cost recognition and compensation method until March 2015 as stated in SE Resolution No. 250/2013. It also instructed CAMMESA to provide LVFVD for the amounts defined

 

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by ENRE for the higher personnel costs due to the application of ST Resolution No. 836/2014. Lastly, it addresses the payment of amounts owed to MEM, through a payment plant which is still undefined.

The SE Resolution No. 32/2015 represents the first step toward the improvement of the financial conditions of Edesur and Edenor, although it still provides that the investments continue to be financed by debt with CAMMESA, without solving the amounts owed to MEM neither the tariff adjustments that includes the increase of operational cost. The customer tariffs have not changed since 2008.

In addition, in November 2015, ENRE reported Edesur’s and Edenor’s MMC variations from November 2014 to April 2015 and May 2015 to October 2015 to the Argentine Secretary of Energy. Therefore, the Argentine Secretary of Energy, through Notes 2097 and 2197, increased the temporary revenues as defined in the Resolution No. 32/2015. Note 2158 also increased temporary revenues due to higher personnel expenses during 2014, which were paid during 2015.

On January 28, 2016, following the seasonal price changes, emergency Resolution No. 7/2016 was issued by the Ministry of Energy and Mines. The resolution instructs ENRE to adjust the rates of Edenor and Edesur through a transitory tariff until the RTI begins to apply, which is expected by December 31, 2016. In addition, Resolution No. 7/2016 suspends PUREE and requires the application of a subsidized rate to eligible customers.

On January 29, 2016, ENRE issued Resolution No. 1/2016 with a new transitory tariff, which is on force since February 1, 2016. Its application is according to the MEM Resolution No. 7/2016, which changed supply procedures and defines monthly billing.

In addition, ENRE issued Resolution No, 2/2016, which terminated the FOCEDE and set a new procedure for funds from the ENRE Resolution No. 347/12, replacing Edesur’s and Edenor’s trust with a commercial account.

Penalties

The distributors are subject to three types of penalties:

 

  1) Quality of service penalties related to normal operation such as temporary interruptions, technical, and commercial services;

 

  2) Extraordinary penalties, at the discretion of ENRE, apply when distributors do not comply with their service obligations (e.g., blackouts); and

 

  3) Supply penalties related to the system as a whole including generation, transmission, and distribution intended to compensate the customers. The latter are temporarily suspended because the system is not generating enough electricity.

Regulation in Transmission

The transmission sector is regulated based on the principles established in the Electricity Framework and the terms of the concession granted to Transener S.A. (the main operator of transmission lines in Argentina and a company not related to us) under Decree No. 2,743/92. Due to technological reasons, the transmission sector is heavily affected by economies of scale that limit competition. As a result, the transmission sector operates under monopoly conditions and is subject to considerable regulation.

Natural Gas Market

Since the emergency economic measures of 2002, the lack of investment in natural gas production forced the system to burn increasing amounts of liquid fuels.

 

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The Argentine government has adopted different measures to improve the natural gas supply. Since 2004, local gas producers and the Argentine government have entered into various agreements to guarantee gas supply. The last agreement was signed in July 2009 and resulted in a 30% increase in the natural gas price for power generators until December 2009. In addition, Argentina and Bolivia entered into a 20-year agreement in 2006 that guarantees Argentina’s right to receive up to 28 million cubic meters of natural gas on a daily basis.

The Electronic Gas Market (“MEG” in its Spanish acronym) was also recently created to increase the transparency of physical and commercial operations in the spot market.

Electricity Exports and Imports

In order to give priority to the internal market supply, the Argentine Secretary of Energy adopted additional measures that restricted electricity and gas exports. SE Resolution No. 949/2004 established measures that allowed agents to export and import electricity under very restricted conditions. These measures prevented generators from satisfying their export commitments.

The Argentine Secretary of Energy published Disposition 27/2004, together with related resolutions and decrees, which created a plan to ration natural gas exports and the use of transport capacity. These measures restricted gas delivery to Chile and Brazil. These restrictions are expected to continue as Enargas Resolution No.1,410 issued in October 2010, reinforced such restrictions on gas distribution to certain customers. Specifically, the resolution mandated that the distribution of gas be made in the following order, from highest to lowest priority: (i) residential and commercial customers; (ii) the compressed natural gas market; (iii) large customers; (iv) thermal generator units; and (v) exports.

Environmental Regulation

Electricity facilities are subject to federal and local environmental laws and regulations, including Law 24,051, the “Hazardous Waste Law” and its ancillary regulations.

Certain reporting and monitoring obligations and emission standards are imposed on the electricity sector. Failure to satisfy these requirements entitles the Argentine government to impose penalties such as suspension of operations which, in case of public services, could result in the cancellation of concessions.

Law 26,190, enacted in 2007, defined the use of nonconventional renewable energy as a national interest and set the target at 8% market share for generation from renewable sources within a term of ten years. During 2009, the government took actions to reach this objective by publishing Resolution No. 712/2009 and launching an international auction to promote the installation of up to 1,000 MW of renewable energy capacity. This resolution created a mechanism to sell renewable energy through fifteen-year contracts with CAMMESA under special price conditions through ENARSA, a state owned company engaged in upstream and downstream activities associated with hydrocarbons and electricity. In June 2010, the GENREN program awarded a total of 895 MW, distributed in the following manner: 754 MW of wind power, 110 MW of bio-fuels, 11 MW of mini-hydroelectric and 20 MW of solar units. The prices awarded vary from US$ 150 per MWh (for mini-hydroelectric units) to US$ 598 per MWh (for solar units). In 2011, the Argentine Secretary of Energy issued Resolution No. 108/11 which allowed CAMMESA to sign contracts directly with generators of renewable energy on conditions similar to Resolution No. 712/2009.

In October 2015, Law 27,191 “National Development Scheme for the Use of Renewable Energy Sources for the production of Electric Power”, was enacted and defined renewable energy sources as: wind energy, solar thermal, solar photovoltaic, geothermal, tidal, wave, ocean currents, hydroelectric, biomass, landfill gas, gas treatment plants, biogas and biofuels, except for the uses established in Law 26,093. The new capacity limit for hydroelectric plants that qualify under Law 27,191 was changed from 30 to 50 MW. The law establishes that large customers should meet their demand with contracts sourced renewable technologies according to the

 

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following values: 8% in 2017, 12% in 2019, 16% in 2021, 18% in 2023 and 20% in 2025. A maximum price of US$ 113.00 per MWh is set for renewable energy contracts in the MEM. The law does not set a specific commitment to distributors. It also establishes a penalty for those who do not comply with the rates contained in Art. 8 to pay a price equal to the variable cost of production of electricity generated with imported diesel fuel for the deficit of contracted renewable energy. Finally, Law 27,191 also establishes incentives for investments: anticipation of the added value tax refund, the application of accelerated depreciation, the creation of a common fund for project financing and import duty exemption.

Brazil

Industry Overview

Industry Structure

Brazil’s electricity industry is organized into one large interconnected electricity system, the “Brazilian NIS,” which comprises most of the regions of Brazil, and several other small isolated systems.

The following chart shows the relationships among the various participants in the Brazilian NIS:

 

LOGO

Generation, transmission, distribution and trading are legally separated activities in Brazil.

The generation sector is organized on a competitive basis, with independent generators selling their output through private contracts with distributors, traders or unregulated customers. Differences are sold on the short-term market or spot market at the Settlement Price for the Differences (“PLD” in its Portuguese acronym). There is also a special mechanism between hydroelectric generators that seek to re-allocate hydrological risk by offsetting differences between hydroelectric generators’ assured energy and that which is actually produced, called the Electricity Reallocation Mechanism (“MRE” in its Portuguese acronym).

The Brazilian constitution was amended in 1995 to authorize foreign investment in power generation. Before then, all generation concessions were held directly or indirectly by Brazilians or by the Brazilian state.

The transmission sector operates under monopoly conditions. Revenues from the transmission companies are fixed by the Brazilian government. This applies to all electricity companies with transmission operations in Brazil. The transmission revenue fee is fixed and, therefore, transmission revenues do not depend on the amount of electricity transmitted.

Distribution is a public service that operates under monopoly conditions and is comprised of companies who have been granted concessions. Distributors in the Brazilian NIS are not allowed to: (i) perform activities related to the generation or transmission of electricity; (ii) sell electricity to unregulated customers, except for those in

 

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their concession area and under the same conditions and tariffs with respect to captive customers in the Regulated Market; (iii) hold, directly or indirectly, any equity interest in any other company, corporation or partnership; or (iv) develop activities that are unrelated to their respective concessions, except for those permitted by law or in the relevant concession agreement. Similarly, generators are not allowed to hold equity interests in excess of 10.0% in distributors.

The selling of electricity is governed by Law 10,848/2004 and Decrees No. 5,163/2004 and No. 5,177/2004 of the Electricity Trading Chamber or Clearing House (“CCEE” in its Portuguese acronym), and ANEEL Resolution No. 109/2004, which introduced the Electricity Trading Convention. This convention defines the terms, rules and procedures of the trading in the CCEE. Two possible situations were introduced by these regulations for the execution of energy sales agreements: (i) the regulated contracting environment, in which energy generation and distribution agents participate, and (ii) the free market contracting environment, in which energy generation, trading, importing and exporting agents, and unregulated customers, participate.

Commercial relations between the agents participating in the CCEE are governed mainly by energy sales agreements. All the agreements between the agents in the Brazilian NIS should be registered with the CCEE. The register includes the amounts of energy and the terms. The energy prices agreed are not registered with the CCEE, but instead are specified by the parties involved in the agreements.

The CCEE records the differences between energy produced or consumed and the contracted amount. The positive or negative differences are settled in the short-term market and priced at the PLD and are determined weekly for each level of required energy or load and for each sub-market, based on the system’s marginal operating cost, within a minimum and maximum price range.

The unregulated market includes the sale of electricity between generation concessionaires, independent producers, self-producers, sellers of electricity, importers of electricity, unregulated, and special customers. It also includes contracts in place between generators and distributors until their expiration, at which point new contracts may be entered into under the terms of the new regulatory framework. According to the specifications set forth in Law 9,427/96, unregulated customers in Brazil are those who currently: (i) have a demand of at least 3,000 kW, generated from conventional sources and purchase their energy directly from generators or traders, but not from distributors or (ii) have a demand in the range of 500 to 3,000 kW, which is generated from NCRE and purchase their energy directly from generators, traders or distributors.

The Brazilian NIS is coordinated by the Brazilian Electricity System Operator (“ONS” in its Portuguese acronym) and is divided into four electric sub-systems: South-East/Center-West, South, North-East, and North. In addition to the Brazilian NIS, there are also the isolated systems that are not part of the Brazilian NIS. These isolated systems are generally located in the Northern and North-Eastern regions of Brazil and rely solely on electricity generated from coal-fired and oil-fueled thermal plants. According to the month electricity report of January 2015, (“EPE” in its Portuguese acronym), 99.2% of the energy required by Brazil is supplied by the Brazilian NIS and the remaining 0.8% is supplied by isolated systems.

Principal Regulatory Authorities

The Brazilian Ministry of Mines and Energy (“Brazilian MME”) regulates the electricity industry and its primary role is to establish the policies, guidelines and regulations for the sector.

The Brazilian National Energy Policy Council is in charge of developing the national electricity policy. Its principal responsibilities include advising the President in the formulation of energy policies and guidelines, promoting the stability and secure supply of the country’s energy resources, ensuring the energy supply to the most remote parts of the country, establishing directives for specific programs (such as the use of natural gas, alcohol, biomass, coal and thermonuclear energy) and establishing directives for the import and export of energy.

 

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The Energy Research Company is an entity under the Brazilian MME. Its purpose is to conduct research and studies to support energy sector planning.

ANEEL, the Brazilian National Electric Energy Agency, is the entity that implements the regulatory policies. Its main responsibilities include, among others: (i) supervision of the concessions for electricity sale, generation, transmission and distribution; (ii) enactment of regulations for the electricity sector; (iii) implementation and regulation of the exploitation of electricity resources, including the use of hydroelectricity; (iv) promotion of a bidding process for new concessions; (v) resolution of administrative disputes between electricity sector agents; and (vi) setting the criteria and methodology for determining distribution and transmission tariffs, as well as the approval of all the electricity tariffs, ensuring that customers pay a fair price for energy supplied and, at the same time, preserving the economic-financial balance of the distribution companies, so that they can provide the service to agreed quality and continuity.

The Energy Sector Monitoring Committee (“CMSE” in its Portuguese acronym) is an entity created under the scope of the Brazilian MME and is under the Brazilian MME’s direct coordination. CMSE was established to evaluate the continuity and security of the energy supply across the country. CMSE has the mandate to: (i) follow the development of the energy generation, transmission, distribution, trading, import and export activities; (ii) assess the supply and customer service as well as the security of the system; (iii) identify difficulties and obstacles that affect the supply security and regularity; and (iv) recommend proposals for preventive actions that can help preserve the supply security and service.

CCEE is a non-profit company subject to authorization, inspection and regulation by ANEEL and its main purpose is to carry out the wholesale transactions and trading of electric power within the Brazilian NIS by registering the agreements resulting from market adjustments and whose agents are gathered into four categories: generation, distribution, trading and customers.

The ONS is comprised of generation, transmission and distribution companies, and independent customers, and is responsible for the coordination and control of the generation and transmission operations of the Brazilian NIS, subject to the ANEEL’s regulation and supervision.

The Brazilian Institute of Environment and Renewable Natural Resources (“IBAMA” in its Portuguese acronym) is an executive body of the National Environmental Policy, which acts as a federal independent organization. It is part of the Ministry of Environment, responsible for the implementation of the National Environmental Policy and the preservation and conservation of natural heritage, exercising control and supervision over the use of natural resources. IBAMA is also responsible for the environmental impact studies and the granting of environmental licenses for projects nationwide. The environmental license is a procedure by which the competent environmental agency at the federal, state or municipal levels, allows the location installation, expansion, and operation of businesses and activities that require natural resources. It also can consider the effective or potential pollution, in whatever form, and any cause of environmental degradation. This license seeks to ensure that preventive and control measures taken in the draft are compatible with sustainable development.

The Electricity Law

General

In 1993, the Brazilian electricity sector was reformed through Law 8,631/1993, which abolished the equalization of electricity tariffs system.

The Concessions Law 8,987 and the Electricity Sector Law 9,074, both enacted in 1995, intended to promote competition and attract private capital into the electricity sector. Since then, several assets owned by the Brazilian government and/or state governments have been privatized.

 

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The Electricity Sector Law also introduced the concept of independent power producers, (“IPPs”), in order to open the electricity sector to private investments. IPPs are single agents, or agents acting in a consortium, who receive a concession, permit or authorization from the Brazilian government to produce electricity for sale.

Law 9,648/1998 created the wholesale energy market, composed by the generation and distribution companies. Under this new law, the purchase and sale of electricity are freely negotiated.

The spot price is used to value the purchase and sale of electric power in the short term market. According to the law, the CCEE is responsible for setting electricity prices in the spot market. These prices are calculated on a marginal cost basis, modeling future operation conditions and setting a merit order curve with variable costs for thermal units and opportunity cost for hydroelectric plants, resulting in one price for each subsystem set for the week subsequent to the determination.

Pursuant to Law 10,433/2002, the wholesale energy market structure is closely regulated and monitored by ANEEL. ANEEL is also responsible for setting wholesale energy market governance rules, including measures to stimulate permanent external investment.

During 2003 and 2004, the Brazilian government established the basis for a new model for the Brazilian electricity sector through Laws 10,847 and 10,848 of March 15, 2004, and Decree No. 5,163 of July 30, 2004. The principal objectives of these laws and decrees were to (i) guarantee the security of the electricity supply, promote the reasonability of tariffs, and (iii) improve social integration in the Brazilian electricity sector through programs designed to provide universal access to electricity.

The new model contemplates a series of measures to be followed by the agents, such as the obligation to contract all the demand of the distributors and unregulated customers. It also defines a new methodology for calculating the physical energy guarantee for sale of generation, contracting hydroelectric and thermal generating plants in proportions that ensure the best balance between guarantee and supply cost, plus the constant monitoring of the continuity and security of supply, seeking to detect occasional imbalances between supply and demand.

In terms of tariff reasonability, the model contemplates the purchase of electricity by distributors in a regulated environment through tenders carried out at the lowest tariff. As a result, the cost of acquiring electricity to be passed on to captive customers can be reduced. The new model includes electricity benefits for customers who are not yet included in this program, guaranteeing a subsidy for low income customers.

Limits and Restrictions

Regulatory Resolution No. 299/2008 repeals certain sections of ANEEL Resolution No. 278/2000, which established the limits and conditions for the participation of electricity distributors and traders. Specifically, the section of Resolution No. 278/2000 on limits to generation was repealed. Subsequently, Resolution No. 378/2009 establishes new procedures for analyzing mergers and violations of economic regulations in the electricity industry.

Regulation of Generation Companies

Concessions

The Concessions Law provides that, upon receiving a concession, IPPs and customers will have access to the distribution and transmission systems owned by other concessionaires, provided that they are reimbursed for their costs as determined by ANEEL.

Companies or consortia that intend to build or operate hydroelectric generation facilities with a capacity exceeding 30 MW or transmission networks in Brazil have to resort to a public tender process. Concessions granted to the holder give the right to generate, transmit or distribute electricity, as the case may be, in a given concession area for a certain period of time.

 

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Concessions are limited up to 35 years for new generation concessions and up to 30 years for new transmission or distribution concessions. Existing concessions may be renewed at the Brazilian government’s discretion for a period equal to their initial term.

In September 2012, ANEEL’s Provisional Resolution No. 579/2012 established the criteria for the renewal of generation, transmission and distribution concessions that expire between 2015 and 2017. It foresees the reduction of energy tariffs and indemnities for non-depreciated investments in hydroelectric plants and transmission installations. In addition, Provisional Resolution No. 577/2012 defines procedures for the temporary provision of the electricity energy service in the case of cancellation of concessions due to management problems. It also reinforces the powers of ANEEL to intervene in the case of economic-financial imbalance in order to avoid affecting the service provided.

On January 23, 2013, the Brazilian Congress approved Law 12,783, which renewed electricity concessions according to Provisional Resolution No. 579/2013. This law requires companies to reduce the average electricity tariff by 20.2% from February 2013, and to extend generation, transmission and distribution concessions for a maximum of 30 years, for both hydroelectric and thermal plants, which expire between 2015 and 2017.

Dispatch and PLD Pricing

The PLD is used to value the purchase and the sale of electricity in the short term settlement market. The price-setting process of the electricity traded in the short-term market is based on the data used by the ONS to optimize the operation of the Brazilian NIS.

The mathematical models used to compute the PLD take into account the preponderance of hydroelectric plants within the Brazilian electricity generation grid. The purpose is to find an optimal equilibrium between the current benefit obtained from the use of the water and the future benefit resulting from its storage, measured in terms of the savings from the use of fuels for thermal plants.

The PLD is an amount computed on a weekly basis for each load level based on the Marginal Operational Cost, which in turn is limited by a maximum and minimum price in effect for each period and submarket. The intervals set for the duration of each level are determined by the ONS for each month and reported to the CCEE to be included into the accounting and settlement system.

The model used to compute the PLD seeks to achieve an optimal result for any given period and to define both the hydroelectric and thermal power generation for each submarket first considering the demand for electricity, then the hydrological conditions, the prices of fuel, the cost of the deficit, the entry of new projects into operation and the availability of equipment used for generation and transmission. As result of this process, the Marginal Operational Costs can be obtained for each load level and submarket.

The calculation of the price is based on the “ex-ante” dispatch that is determined based on estimated information existing prior to the actual operation of the system, taking into account the declared availability amounts regarding both the generation and the consumption envisaged for each submarket. The complete process for calculating the PLD involves the use of computational models to calculate the Marginal Operational Cost for each submarket on a monthly and weekly basis.

On November 25, 2014, ANEEL approved new limits for the PLD starting in 2015. The maximum limit decreased from R$ 823 per MWh to R$ 388 per MWh and the minimum increased from R$ 16 per MWh to R$ 30 per MWh. The main purpose of the new limits was to reduce the financial impact of the distributor’s exposure risks to the spot market for future contracted energy, principally as a reaction to the high spot prices in 2014. Also, the new maximum price mitigates risks faced by generators, such as unrecoverable economic and financial exposure when production is under contracted values. However, the possibility of selling surplus energy decreases with higher prices. Currently, generators can plan their surplus energy in order to boost their income by producing more energy in the months where higher prices are expected.

 

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Annually, ANEEL defines new limits for the PLD. In December 2015, the range of the PLD for 2016 was set between R$ 30.25 per MWh to R$ 422.56 per MWh.

Electricity Reallocation Mechanism

The MRE provides financial protection against hydrological risks for hydroelectric generators by ensuring the optimal use of the hydroelectric resources of the interconnected power system.

The mechanism guarantees that notwithstanding the centralized dispatch, all hydroelectric generators that participate in the MRE will have a participation in the overall hydroelectric generation dispatched in proportion to their assured energy, or maximum firm energy, which is the electricity that a hydroelectric generation plant is able to deliver on a continual basis during a year, with poor hydrological conditions for the long term. The final value of the energy allocated to a hydroelectric generator can be greater or less than its assured energy depending on whether the hydroelectric generation is greater or less than the overall hydroelectric assured energy, respectively. This mechanism permits each hydroelectric generator, before buying energy in the spot market to fulfill its contracts, to purchase cheaper energy at a price that covers the incremental costs of operation, the maintenance of hydroelectric plants and the financial compensation for use of water. The tariff used for trading energy in the MRE, the Optimum Energy Tariff, was set as R$ 12.32 per MWh for 2016

As the overall hydroelectric generation is more stable than the individual hydroelectric production, the MRE is a very efficient mechanism to reduce the volatility of the individual production and the hydrological risk. Therefore, the energy contracts are only financial instruments in the Brazilian system and generation is totally disassociated from the energy contracts.

In November 2015, as a way of mitigating the impacts of drought, ANEEL approved the conditions for renegotiating hydrological risk with the hydroelectric generators that participate in the MRE, but approval by the Brazilian Senate is still pending.

Sales between the Agents of the Market

The current model for the electric sector states that the trading of electric power is accomplished in two market environments: the Regulated Contracting Environment (“ACR” in its Portuguese acronym) and the Free-Market Contracting Environment (“ACL” in its Portuguese acronym).

Contracting in the ACR is formalized by means of regulated, bilateral agreements, called Electric Power Trading Agreements within the Regulated Environment entered into between selling agents (sellers, generators, independent producers or self-producers) and purchasing agents (distributors) who participate in electric power purchase and sale auctions.

In the ACL environment, on the other hand, the negotiation among the generating agents, trading agents, free-market customers, importers and exporters of electric power is accomplished freely, whereby the agreements for the purchase and sale of electric power are entered into through bilateral agreements.

Generation agents, regardless of whether they are public generation concessionaires, IPPs, self-producers or trading agents, are allowed to sell electric power within the two environments. This allows the overall market to remain competitive. All agreements that have been entered into in the ACR or the ACL are registered in the CCEE and they serve as a basis for the accounting posting and the settlement of the differences in the short term market.

Sales by Generation Companies to Unregulated Customers

In the unregulated contracting environment, the conditions for purchasing energy are negotiable between suppliers and their customers. As for the regulated environment, where distribution companies operate, the purchase of energy must be conducted pursuant to a bidding process coordinated by ANEEL. In 2012, Brazilian

 

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MME’s Decree No. 455 mandated the creation of a price index and a requirement to register energy contracts ex-ante. The new price index was published in June 2014 and was tested internally over a six-month period before being officially published in the market in December 2014.

Sales by Distribution Companies and Regulated Customers

Pursuant to market regulations, all of distributors’ energy demand must be satisfied through regulated auctions coordinated by ANEEL. There are independent tender processes for the: (i) contracting of existing capacity in order to adjust the conditions of the current contracts or to enter into new power purchase agreements to replace expired agreements and (ii) contracting of new capacity to meet future demand.

Tenders for existing capacity are as follows: (i) A-0 tenders, energy adjustment tenders, for supplementing the energy needed to supply distribution customers in the concession market, with a limit of 1% of the energy needed; and (ii) A-1 tenders, for the acquisition of energy from all existing generation sources with purchase energy agreements of up to five years.

Future energy needs are covered through: (i) A-3 tenders, for the acquisition of energy from new generation sources (usually thermal and NCRE), and include reserve tenders that are also carried out to improve the stability of the system; and (ii) A-5 tenders, for energy purchases from any new generation source to be supplied five years following the tender. Both types of tenders involve purchase agreements ranging between 20 to 30 years

Two tenders were planned for 2012. An A-3 tender for December 12, 2012, was cancelled due to low demand from distributors. An A-5 tender for new energy was held on December 14, 2012. Of the 574.3 MW of total installed capacity available for tender, 303.5 MW were allocated. The average price was fixed at R$ 91.25 per MWh. Of the total energy allocated, 294.2 MW were allocated to two hydroelectric plants (at an average price of R$ 93.46 per MWh) and 281.9 MW were allocated to ten wind farms (at an average price of R$ 87.94 per MWh).

In 2013, six tenders took place: (i) an energy adjustments tender, in which no energy was allocated and the maximum price was fixed at R$ 163 per MWh; (ii) an A-0 tender in which no energy was allocated and the maximum price was fixed at R$ 177.22 per MWh; (iii) an A-1 tender in which only 39% of the distributors requirements were allocated at average price of R$ 177.22 per MWh; (iv) an A-3 tender with 332.5 MWh allocated to 39 wind farms at an average price of R$ 124.43 per MWh; (v) an A-5 tender in which 690.8 MWh were allocated (46% hydroelectric plants and 54% biomass thermal plants) at an average price of R$ 124.97 per MWh; and (vi) an A-5 tender in which 1,599.5 MWh (33% hydroelectric plants, 5% biomass thermal plants and 62% wind farms) were allocated at an average price of R$ 109.93 per MWh.

In 2014, an A-0 tender was held on April 30, which resulted in 2,046 MW at an average price of R$ 268 per MWh. An A-3 tender was held on June 6, 2014, and of the 2,744.6 MW energy bid, 418 MW were assigned to the Santo Antonio hydroelectric plant at an average price of R$ 121 per MWh and 551 MW were allocated to 21 wind farms at an average price of R$ 130 per MWh.

In 2015, six tenders took place: (i) one A-1 tender was held in December with 1,954 MW allocated to hydroelectric plants (94%), biomass thermal plants (4%) and gas thermal plants (2%) at average price of R$ 147.8 per MWh; (ii) four A-3 tenders (a) one in April with 97 MWh allocated to biomass thermal plants (70%) and wind farms (30%) at an average price of R$ 200 per MWh; (b) two in August, with 233 MWh allocated to solar power plant at average price of R$ 301.8 per MWh and 314.3 per MWh allocated to wind farms (72%), hydroelectric plants (15%), gas thermal plants (7%) and biomass thermal plants (6%) at an average price of R$ 189 per MWh; and (c) one in November with 508 MW allocated to wind farms (52%) and solar plants (48%) at average price of R$ 249 per MWh; and (iii) an A-5 tender in April in which 1,160 MWh was allocated to gas thermal plants (73%), hydroelectric plants (20%) and biomass thermal plants (7 %) at an average price of R$ 259.2 per MWh.

 

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Sales of Capacity to Other Generation Companies

Generators can sell their energy to other generators through direct negotiation at freely-agreed prices and conditions.

Incentives and Penalties

Another change imposed on the electricity sector is the separation of the bidding process for “formerly existing power” and “new power” projects. The Brazilian government believes that a “new power project” needs more favorable contractual conditions such as long term power purchase agreements (15 years for thermal and 30 years for hydroelectric) and certain price levels for each technology in order to promote investment for the required expansion. On the other hand, “formerly existing power plants,” which include depreciated power plants, can sell their energy at lower prices under contracts with shorter terms.

Law 10,438/2002 created certain incentive programs for the use of alternative sources in the generation of electricity, known under the name of Proinfa. It assures the purchase of the electricity generated by Eletrobras for a period of 20 years and financial support from the Brazilian National Development Bank (“BNDES” in its Portuguese acronym), a state-owned development bank. Other programs include a discount of up to 50% on the distribution or transmission tariffs and a special exception for the customers with electricity demand in the range of 500 to 3,000 kW who decide to migrate to an unregulated environment, provided that such customers purchase electricity from generating companies using non-conventional sources of electricity.

Selling agents are responsible for paying the buying agent if they are unable to comply with their delivery obligations. ANEEL regulations set forth the fines applicable to electricity agents based on the nature and the materiality of the violation (including warnings, fines, temporary suspension of the right to participate in bids for new concessions, licenses or authorizations and forfeiture). For each violation, fines may be imposed for up to 2% of the concessionaire’s revenues arising from the sale of electricity and services provided (net of taxes) in the 12-month period immediately preceding any assessment notice. ANEEL may also impose restrictions on the terms and conditions of agreements between related parties and, under extreme circumstances, terminate such agreements.

Decree No. 5 163/2004 establishes that the selling agents must assure 100% physical coverage for their energy and power contracts. This coverage must be made up of physical guarantees from its own power plants or through the purchase of energy or power contracts from third parties.

Among other aspects, ANEEL’s Normative Resolution No. 109/2004 specifies that when these limits are not met, the generation companies and traders are subject to financial penalties. The determination of penalties is predicated on a 12-month period and the revenues obtained from the levying of the penalties are reverted to tariff modality within the ACR.

If the limits on contracting and physical coverage defined in the Trading Rules are not met, the relevant generation companies and traders are notified by the Superintendent of CCEE. Pursuant to the specific Trading Procedure, CCEE’s agents are allowed to file an appeal to be evaluated by CCEE’s Board of Directors who then decides whether to collect or to cancel the financial penalty.

Generation agents may sell power through contracts signed within the ACR or the ACL. IPPs must provide a physical coverage from their own power generation for 100% of their sales contracts. Self-producers generate energy for their own exclusive use and they may sell excess power through contracts with ANEEL’s authorization. In both cases, the verification of physical coverage is accomplished on a monthly basis, predicated on generation data and on sales contracts for the last 12 months. Generation agents must pay penalties if they fail to provide physical coverage.

 

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Regulation of Distribution Companies

Energy Purchases

In the regulated market, electricity distribution companies buy electricity through public annual bids, regulated by ANEEL and organized by CCEE.

There are two types of regulated bids: (i) to contract existing capacity in order to adjust the conditions of the current contracts or enter into new power purchase agreements to replace expired agreements and (ii) to contract new capacity, including renewable electricity (biomass, mini-hydroelectric, solar and wind power), to meet future demand as previously described in “—Regulation of Generation Companies — Sales by Distribution Companies and Regulated Customers.”

Authorities define a cap price and all the participating distributors who call for bids enter into contracts on a prorated basis with each of the bidding generators.

Distribution Tariffs to End Customers

Distribution tariff rates to end customers are subject to review by ANEEL, which has the authority to adjust and review these tariffs in response to changes in energy purchase costs and market conditions.

Distribution Tariff-Setting Process

When adjusting distribution tariffs, ANEEL divides the Annual Reference Value, the costs of distribution companies, into: (i) costs that are beyond the control of the distributor, such as energy purchases and taxes (“Parcel A costs”), and (ii) costs that are under the control of distributors (“Parcel B costs”), the Value-Added Distribution. Each distribution company’s concession agreement provides for an annual adjustment.

The Concessions Law establishes three kinds of reviews for end customer tariffs: (i) ordinary tariff review according to the concession contracts of each distributor, (ii) annual inflation adjustments less an “X” factor (a unique value for each distributor which reflects its recent efficiency gains, the management of its operating costs, and its service quality) and (iii) extraordinary tariff reviews.

Distribution companies’ pricing is intended to maintain constant operating margins for the concessionaire by allowing for tariff gains due to Parcel A costs and by permitting the concessionaire to retain any efficiency gains achieved for defined periods of time. Tariffs to end customers are also adjusted according to the variation of costs incurred in purchasing electricity.

The value adjustment account (“CVA” in its Portuguese acronym) is a mechanism that helps to maintain stability in the energy market and enables the creation of deferred Parcel A costs, which are compensated through annual tariff adjustments based on fees to offset the deficits/surpluses of the previous year.

In December 2014, distributors in Brazil, including Ampla and Coelce, signed an amendment to the concession contracts that allowed deferred costs (CVA and others) to become part of the assets to be compensated at the end of the concession, if they were not previously compensated through tariffs. Currently, IFRS allows the recognition of deferred revenue, by ensuring that the amounts are recoverable.

Ordinary tariff reviews take into account the entire tariff-setting structure for the company, including the costs of providing services and purchasing energy, as well as a return for the investor. The tariff review period is defined by distributors at the time of signing their respective concession agreement. Therefore, in Brazil, some distributors have a period of three years, most have four year periods and some have five year periods. This means the tariff review applies to all distributors, but with different time periods.

 

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Since 2003, ANEEL has carried out periodic tariff revisions every four years, which define the methodology to be applied during ordinary tariff reviews. Until the second cycle of periodic tariff revisions, the methodology was based on regulatory costs for a model company, which considered the special characteristics of each distribution concession area.

In November 2011, ANEEL approved a new methodology for the third cycle of periodic tariff revisions, effective from 2011 to 2014. The main changes were:

 

    The values defined in the previous cycle, are adjusted by the variation in the number of customers, consumption and networks, discounting the productivity gains achieved by the distributors based on national electricity benchmarking;

 

    A new methodology to estimate the distribution of productivity gains and to maintain the economic and financial balance over the tariff cycle was adopted; and

 

    A new incentive mechanism for improving the quality of service was introduced.

The law guarantees an economic and financial equilibrium for a company in the event that there is a substantial change in its operating costs. In the event that the Parcel A cost components increase significantly within the period between two annual tariff adjustments, the concessionaire may request that ANEEL pass those costs through to the end customers.

In June 2014, ANEEL published proposals to change the methodology for the fourth tariff cycle which included modifications to the WACC (proposed reduction from 11.36% to 10.85% real rate pre-tax), the regulatory asset base, the X factor and operating costs. After evaluating the contributions from distributors at Public Hearing 023/2014, ANEEL decided to review the proposed 12.26% WACC. As a result, the WACC increased from 11.36% to 12.26% (real rate pre-tax). The new rate was published in the Normative Resolution No. 648/2015 on March 2, 2015, effective retroactively to February 5, 2015. The methodology of the fourth tariff cycle is being applied to all distributors in their ordinary tariff reviews.

Revenue of Tariff Flags

Since January 2015, ANEEL has applied an additional monthly charge to the customers’ tariffs, whenever the marginal cost of the system is higher than the defined marginal cost. The regulated tariff does not recognize real costs that are beyond the control of the distributors, such as drought. The regulator’s aim is to provide to the consumer with the real cost of generation, considering the anticipated additional tariff rate to the distributor, as described in the chart below, that otherwise would have in the next annual tariff adjustment review.

This mechanism is composed of three main levels: green, yellow and red. Since its creation, the cost ranges and the additional tariffs have been changing according to new expectations of the marginal cost of generation. On January 26, 2016, ANEEL published its latest modification through Note 16/2016, which established two levels within the red criteria. The modification became effective on February 1, 2016.

 

    

Description

  

Applies when marginal cost
(MC) (R$/MWh)

  

Additional Tariff Rate
(R$/MWh)

Green

   Favorable generation conditions    MC<211.28    No additional

Yellow

   Less favorable generation conditions    211.28 £ MC< 422.56    +0.0015

Red level 1

   Less expensive generation conditions    422.56 £ MC< 610.00    +0.0030

Red level 2

   More expensive generation conditions    610.00 £ MC    +0.0045

 

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Energy Development Account, “Cuenta de Desarrollo Energético - CDE”

Created by Law 10,438/2002, the CDE is a government fund that aims to promote the development of alternative energy sources, promote globalization of energy services and subsidizes low-income residential customers. The fund is financed through charges included in consumers and generators tariffs and government contributions.

In September 2015, following a judicial pronouncement that suspended the payment of Embrace Association partners’ CDE charges, ANEEL allocated the lost contribution among other customers. The deficits generated by this loss of charges will be included in the next annual distribution tariff adjustment.

ANNEEL reduced the 2016 budget by 36% due to greater efficiency that allowed a reduction in the charge to customers to finance the energy cost in isolated locations.

Governmental Tariff Reduction Plan (Provisional Resolution No. 579/2012)

On September 12, 2012, the Brazilian government’s Provisional Resolution No. 579/2012 reduced tariffs for end customers and defined new concession renewal policies for generation and transmission companies.

In order to reduce the tariff, the Brazilian government proposed to eliminate two sector charges, the Global Reversal Reserve, which are funds to promote expansion in the electricity sector and to indemnify concessions, and the Fuel Consumption Bill, which is a subsidy to thermal generation companies mainly located in the northern region. It also reduced the CDE by 75%. These charges are compensated directly with funds from the Brazilian government.

In addition, this resolution provides new concession renewal policies for generation and transmission companies, with concession contracts expiring before 2017 (20% of the generation companies). Although existing laws provided for the possibility of renewing such concessions, there was no clear guidance on the terms of the renewed concessions. With the new policy, energy purchases charges will be reduced due to the non-recognition of assets already amortized, and therefore if the concession-holders choose to renew under such terms, then they would only be able to recover costs related to operation and maintenance. Affected companies represent 23 GW of hydroelectric capacity and 85,000 kilometers of transmission lines. Approximately 65% of the affected generation companies and all of the affected transmission companies agreed with the new rules.

Legislation containing Provisional Resolution No. 579/2012 was approved by the Brazilian House of Representatives and was sent to the President of Brazil for signature under Law 12,783/2013. The tariff reduction plan aimed at reducing tariffs to end customers by 20% was passed on January 24, 2013 after an extraordinary tariff review of all distribution companies.

At the beginning of 2013, distributors had a deficit between regulated demand and energy suppliers. They were involuntary forced to buy the required energy to serve their regulated customers at the spot market. Due to this imbalance, on March 8, 2013, Presidential Decree No. 7,945/2013 authorized the pass-through of federal resources to distributors in order for them to pay part of the extra energy costs to which they had been involuntary exposed. The extra energy costs not paid by federal resources were recovered via regulated tariffs in 2014 and 2015 as set forth by regulation of ANEEL, as adjusted by the SELIC interest rate.

In 2014, Decree No. 8,203 authorized the use of the CDE to cover part of the additional costs of distribution companies by involuntary exposure to the spot market. Thus, the decree allows the Treasury to anticipate CDE resources.

Extension of Distribution Concession Contracts

Since September 2012, the distribution concessions under the Law 9,074 /1995 may be extended by Brazilian government, one time, for a period of up to 30 years, in order to ensure continuity, efficient service, feasible rates and profitability for the distributors.

 

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On October 20, 2015, ANEEL approved the draft to supplement the Concession Agreement and recommended the extension of the concessions to the Ministry of Mines and Energy. On December 28, 2015, the government extended the deadline for executing those extensions due to their complexity.

Generated Power Distribution

On November 24, 2015, ANEEL, in a public hearing, approved the regulation of Generated Power Distribution through an energy compensation mechanism. Power generation systems can have capacities up to 3MW for hydroelectric systems and up to 5MW for and other sources.

Regulation in Transmission

Transmission lines in Brazil are usually very extensive, since most hydroelectric plants are usually located far away from the large centers of energy consumption. Today, the country’s system is almost entirely interconnected. Only the states of Amazonas, Roraima, Acre, Amapá, Rondônia and a part of Pará still do not have access to the interconnected power system. In these states, supply is carried out by small thermal plants or hydroelectric plants located close to their respective capital cities, but the Brazilian government is gradually connecting these areas.

The interconnected electricity system provides for the exchange of electricity among the different regions when any region faces problems, such as a reduction in hydroelectric generation due to a drop in its reservoir levels. As the rain 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 energy production to be supplied by generation centers located in a more favorable location.

Any electricity market agent that produces or consumes energy is entitled to use the basic network. Free-market customers also have this right, provided that they comply with certain technical and legal requirements. This is called “free access” and is guaranteed by law and by ANEEL.

The operation and management of the basic network is the responsibility of ONS, which is also responsible for managing energy dispatched from plants in optimized conditions, involving use of the interconnected power system hydroelectric reservoirs and thermal plants’ fuel.

Similar to distribution companies, transmission companies also have three tariff reviews: (i) an ordinary tariff review every four years; (ii) annual tariff adjustments due to inflation and the annual allowed revenue (a fixed amount paid by consumers and generators); and (iii) extraordinary tariff review.

Environmental Regulation

The Brazilian constitution gives the federal, state and local governments power to enact laws designed to protect the environment, and to issue regulations under such laws. While the Brazilian government is empowered to enact environmental regulations, the state governments are usually more stringent. Most of the environmental regulations in Brazil are at the state and local level rather than at the federal level.

Hydroelectric facilities are required to obtain concessions for water rights and environmental approvals. Thermal electricity generation, transmission and distribution companies are required to obtain environmental approvals from environmental regulatory authorities.

 

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Colombia

Industry Overview

Industry Structure

The Wholesale Electricity Market in Colombia (“Colombian MEM” in its Spanish acronym) is based on a competitive market model and operates under open access principles. The Colombian government participates in this market through an institutional structure that is responsible for setting forth policies and regulations, as well as for exercising supervision and control powers in respect of market participants. The Colombian MEM relies for its effective operation on a central agency, XM, which is in charge of the market central dispatch through the National Dispatch Center (“CND” in its Spanish acronym) and the management of the commercial exchange system through the Commercial Exchange System Authority.

The Colombian NIS includes generation plants, the interconnection grid, regional transmission lines, distribution lines and end customers.

There are two categories of agents, generators and traders, who are allowed to buy and sell electricity as well as related products in the Colombian MEM. All of the electricity supply offered by generation companies connected to the Colombian NIS and all of the electricity requirements of end-customers, whose demand is represented by trading companies, are traded on the Colombian MEM.

The following chart shows the relationships among the various participants in the Colombian MEM:

 

LOGO

Generation activity consists of the production of electricity through hydroelectric, thermoelectric and all other generation plants connected to the Colombian NIS. The generation sector is organized on a competitive basis, with independent generators selling their output on the spot market or through private contracts with large customers, other generators and traders. Generation companies are required to participate in the Colombian MEM with all of their generation plants or units connected to the Colombian NIS with generation capacities of at least 20 MW. Generation companies declare their energy availability and the price at which they are willing to sell it. This electricity is centrally dispatched by the CND.

 

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Trading consists of intermediation between the market participants that provide electricity generation, transmission and distribution services and the customers of these services, whether or not that activity is carried out together with other electricity-sector activities.

Electricity transactions in the Colombian MEM are carried out under the three following modes:

 

  1. Energy spot market: short-term daily market

 

  2. Bilateral contracts: long-term market; and

 

  3. “Firm Energy.”

“Firm Energy” refers to the maximum electric energy that a generation plant is able to deliver on a continual basis during a year, in poor hydrological conditions. The generator who acquires a Firm Energy Commitment (“OEF” in its Spanish acronym) will receive a fixed remuneration during the commitment period, which is described in “— Incentives and Penalties” section below.

Transmission operates under monopoly conditions with a guaranteed annual fixed income that is determined by the new replacement value of the networks and equipment, and by the resulting value of bidding processes from the awarding of new projects for the expansion of the National Transmission System. This value is allocated among the traders of the National Transmission System in proportion to their energy demand.

Distribution is defined as the operation of local networks below 220 kV. Any customer may have access to a distribution network for which the customer pays a connection charge.

There is one interconnected system, the Colombian NIS, and several isolated regional and smaller systems that provide electricity to specific areas. According to the Colombian Mining and Energy Planning Agency, 96.8% of the Colombian population in 2014 received electricity through the public network.

Principal Regulatory Authorities

The Colombian Ministry of Mines and Energy (“MME”) is responsible for the policy-making of the electricity sector, which aims for a better use of the mining and energy resources available in Colombia, and in turn contributes to the country’s social and economic development.

The Colombian Mining and Energy Planning Agency is responsible for planning the expansion of the generation and transmission networks.

The Colombian National Council for Economic and Social Policy (“CONPES” in its Spanish acronym) is the highest national planning authority and works as an advisory entity to the government in all aspects related to Colombia’s economic and social development. It coordinates and directs the entities responsible for economic and social direction, through the study and approval of documents related to policy development.

The Colombian National Planning Department performs the functions of Executive Secretary of the CONPES and therefore is responsible for coordinating and presenting the documents for discussion at meetings.

The Energy and Gas Regulatory Commission (“CREG” in its Spanish acronym) implements the principles of the industry set out by the Colombian Electricity Act. This commission is constituted by eight experts named by the Colombian President, the MME, the Colombian Ministry of Public Credit and the director of the Colombian National Planning Department or their delegates. Such principles are: efficiency (the correct allocation and use of resources and the supply of electricity at minimum cost); quality (compliance with technical requirements); continuity (continuous electricity supply without unjustified interruptions); adaptability (the incorporation of modern technology and administrative systems to promote quality and efficiency); neutrality

 

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(impartial treatment of all electricity customers); solidarity (the provision of funds by high-income customers to subsidize the subsistence consumption of low-income customers); and fairness (an adequate and non-discriminatory supply of electricity to all regions and sectors of the country).

CREG is empowered to issue regulations that govern technical and commercial operations and to set charges for regulated activities. CREG’s main functions are to: (i) establish conditions for gradual deregulation of the electricity sector toward an open and competitive market, (ii) approve charges for transmission and distribution networks and for regulated customers (iii) establish the methodology for calculating maximum tariffs for supplying the regulated market, (iv) regulations for planning and coordination of operations of the Colombian NIS, (v) technical requirements for quality, reliability and security of supply, and (vi) protection of customers’ rights.

The National Operations Council is responsible for establishing technical standards to facilitate the efficient integration and operation of the Colombian NIS. It is a consultative entity composed of the CND’s Director and generation, transmission and distribution company representatives.

The Commercialization Advisory Committee is an advisory entity which assists CREG with the commercial aspects of the Colombian MEM.

The Colombian Superintendence of Industry and Commerce advises the national government and participates in the formulation of policies to promote competition, protect consumers, and protect industrial property, among others. It also investigates, corrects and sanctions restrictive commercial competition practices, such as antitrust practices, and oversees mergers of companies operating in the same industries in order to prevent excessive concentration or monopolies in certain industries.

The Colombian Superintendence of Domestic Public Services is responsible for the oversight of all public utility services companies. The Superintendence monitors the efficiency of all utility companies and the quality of services. The Superintendence can also assume control over utility companies when the availability of utility services or the viability of such companies is at risk. Other duties include enforcing regulations, imposing penalties and generally overseeing the financial and administrative performance of public utility companies, providing accounting norms and rules for public service companies, and in general, organizing information networks and databases pertaining to public utilities.

The Colombian Ministry of Environment and Sustainable Development (“MADS” in its Spanish acronym) is responsible for the management of the environment and renewable natural resources. It is also responsible for guiding and regulating environmental planning as well as developing policies and regulations. Its goal is to recover, preserve, protect, and promote sustainable use of renewable natural resources, the environment of the nation, and to ensure sustainable development, despite the functions assigned to other sectors.

The MADS, together with the Colombian President, aims to develop national environmental and renewable natural resource policies in order to ensure the right of Colombians to a healthy environment in which natural heritage and national sovereignty are protected.

The Electricity Law

General

In 1994, the Colombian Congress passed Law 142, known as the Public Utility Services Law, and Law 143, which form the basic legal framework that currently governs the electricity sector in Colombia. The most significant reforms included the opening of the electricity industry to private sector participation, the functional segregation of the electricity sector into four distinct activities (generation, transmission, distribution and trading), the creation of an open and competitive wholesale electricity market, the regulation of transmission and distribution activities as regulated monopolies and the adoption of universal access principles applicable to transmission and distribution networks.

 

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The Colombian Electricity Act regulates electricity generation, trading, transmission, and distribution (collectively, the “Activities”). Under the law, any company existing before 1994, domestic or foreign, may undertake any of the Activities. Companies established subsequent to such date can engage exclusively in only one of such Activities. Trading, however, can be combined with either generation or distribution.

In 2014, the Colombian government published Renewable Energy Law 1,715/2014, which promotes the development of renewable energy and energy efficiency projects. The law proposes tax reductions for projects involved with renewable energies. Also, it establishes the development of a national fund that promotes research on related topics and defines the methodology for large and small scale self generation.

Limits and Restrictions

The market share for generators and traders is limited. The limit for generators is 25% of the Colombian system’s Firm Energy. The principal market share metric used by CREG to regulate the generation market is the percentage of Firm Energy that a market participant holds.

Additionally, if an electricity generation company’s share of Colombia’s total Firm Energy ranges from 25% to 30% and the market’s Herfindahl Hirschman Index, a measure of market concentration, is at least 1,800, such company becomes subject to monitoring by the Colombian Superintendence of Domestic Public Services. If an electricity generation company’s share of Colombia’s total Firm Energy exceeds 30%, such company may be required to sell its share exceeding the 25% threshold.

Similarly, a trader may not account for more than 25% of the trading activity in the Colombian NIS. Limitations for traders take into account international energy sales. Market share is calculated on a monthly basis according to the trader’s commercial demand and traders have up to six months to reduce their market share when the limit is exceeded.

Such limits are applied to economic groups, including companies that are controlled by, or under common control with, other companies. In addition, generators may not own more than a 25% interest in a distributor, and vice versa. However, this limitation only applies to individual companies and does not preclude cross-ownership by companies within the same corporate group.

A distribution company can hold over 25% of an integrated company’s equity if the market share of the latter company accounts for less than 2% of the national generation business. A company created before the enactment of Law 143 is prohibited from merging with another company created after Law 143 came into effect.

A generator, distributor, trader or an integrated company (i.e., a firm combining generation, transmission and distribution activities) cannot own more than 15% of the equity in a transmission company if the latter represents more than 2% of the national transmission business in terms of revenues.

Regulation of Generation Companies

Concessions

Under Laws 142 and 143 of 1994 economic activities related to the supply of the electricity service are governed by the constitutional principles of free market economic activity, free market private initiative, freedom to enter and leave the market, corporate freedom, free market competition and private property, with regulation and inspection, surveillance and control by the state.

According to Law 143, these constitutional principles of freedom are the general rule in the electricity industry, while the concession is the exception. Different economic, public, private or mixed agents may participate in the sector’s activities, which agents shall enjoy the freedom to develop their functions in a context of free market competition. In order to operate or start up projects, agents must obtain from the competent

 

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authorities the necessary environmental, sanitation and water-right permits as well as other municipal permits and licenses. All economic agents may build generation plants and their respective connection lines to the interconnection and transmission networks.

The Colombian government is not legally allowed to participate in the execution and exploitation of generation projects. As a general rule, such projects are to be carried out by the private sector. The Colombian government is only authorized to enter into concession agreements on its own behalf relating to generation when there are no agents prepared to assume these activities on comparable conditions.

Dispatch and Pricing

The purchase and sale of electricity can take place between generators, distributors acting in their capacity as traders, traders (who do not generate or distribute electricity) and unregulated customers. There are no restrictions for new entrants into the market as long as the participants comply with the applicable laws and regulations.

The Colombian MEM facilitates the sale of surplus energy that has not been committed under contracts. In the wholesale market, an hourly spot price for all dispatched units is established based on the offer price of the highest priced energy dispatched unit for that period. The CND receives price bids each day from all the generators participating in the Colombian MEM. These bids indicate prices and the hourly available capacity for the following day. Based on this information, the CND, guided by an “optimal dispatch” principle (which assumes an infinite transmission capacity through the network), ranks the dispatch optimized during the 24-hour period, taking into consideration initial operating conditions, and determining which generators will be dispatched the following day in order to satisfy expected demand. The price for all generators is set as the most expensive generator dispatched in each hourly period under the optimal dispatch. This price-ranking system is intended to ensure that national demand, increased by the total amount of energy exported to other countries, will be satisfied at the lowest cost combination of available generating units in the country.

Additionally, the CND plans for the dispatch, which takes into consideration the limitations of the network, as well as other conditions necessary to satisfy the energy demand expected for the following day in a safe, reliable and cost-efficient manner. The cost differences between the “planned dispatch” and the “optimal dispatch” are called “restriction costs”. The net value of such restriction costs is assigned proportionally to all the traders within the Colombian NIS, according to their energy demand, and these costs are passed through to the end customers. Some generators have initiated legal proceedings against the government arguing that recognized prices do not fully cover the costs associated with these restrictions because current regulations do not take into account all the costs of safe, reliable generation. However, CREG believes that Resolution No. 036/2010 modified the remuneration of hydroelectric plants by assigning the opportunity cost to the spot price, which compensated for these costs.

During 2012 and 2013, the “Statute for situations of scarcity in the MEM as part of the operative regulations” was under evaluation. In 2014, CREG published Resolution No. 026/2014 which enacted the Statute, which defines the rules of operation under critical supply conditions.

Since October 2015, Colombia has been affected by El Niño phenomenon, which has reduced rainfall in most of the country, decreasing hydroelectric generation. In order to guarantee the system’s reliability and security, CREG published several temporary regulations regarding the surplus capacity of small plants, limiting exports, changing the regulations of electricity trade in the MEM, among others.

Also, CREG defined a new option for power plants that have OEF commitments and operate with fuels such as diesel or kerosene allowing them to receive a higher price than the scarcity price, which triggers the OEF and is defined in the reliability charge methodology. The price differences are paid by customers.

 

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Sales by Generation Companies to Unregulated Customers

In the unregulated market, generation companies and unregulated customers sign contracts in which terms and prices are freely agreed. Typically, these agreements establish that the customer pays for the energy that it consumes each month without a minimum or maximum. The prices are fixed in Colombian pesos indexed monthly to the Colombian PPI. According to CREG Resolution No. 131 of 1998, to be considered “unregulated”, customers are required to have an average monthly power demand for six months of at least 0.1 MW, or a minimum of 55 MWh in monthly average energy demand over the prior six months.

Sales by Distribution Companies to Regulated Customers

The regulated market is served by traders and by distributors acting as traders, who bill all service costs, according to prices regulated by CREG. The scheme allows distributors to pass through the average purchase price of all the market transactions that affect the regulated market into the customer’s tariff, thereby mitigating spot price volatility and providing an efficiency signal to the market. Additionally, CREG established a formula for the total cost of service, which transfers transmission, distribution, marketing costs, and physical losses costs to the regulated market.

Sales by Generation Companies to Traders for the Regulated Market

Traders in the regulated market are required to buy energy through procedures that ensure free market competition. For evaluating the bids, the buyer takes into account price factors as well as other technical conditions and commercial objectives to be defined before the contracting process. These agreements can be signed with different terms, such as for amounts contracted, demanded with or without a limit, or actually consumed, etc. Prices are denominated in Colombian pesos indexed monthly to the Colombian CPI.

Sales to Other Generation Companies

Generators can sell their energy to other generators through freely negotiated prices and conditions.

Regulatory Charges

Contribution by generation per Law 99 of 1993: Generation companies are obliged to pay monthly payments based on their generation to the regional autonomous corporations for environmental protection in areas where the plants are located and to the municipalities where the generation plants are situated. For more information, see “— Environmental Regulation” below.

Generation contribution to the Financial Support Fund for Energy for Unconnected Zones: Law 633 of 2000 (tax reform) states that generators must make a contribution of one Colombian peso to the Financial Support Fund for Energy for Unconnected Zones for every kilowatt dispatched on the Wholesale Energy Exchange. This requirement was extended to 2021 by both Law 1,715/2014 in May 2014 and by Decree No. 142/2015 of January 2015.

Incentives and Penalties

Generators connected to the Colombian NIS can also receive “reliability payments” which are a result of the OEF that they provide to the system. The OEF is a commitment on the part of generation companies backed by its physical resource capable of producing firm energy during scarcity periods. A generator that acquires an OEF will receive fixed compensation during the commitment period, whether or not the fulfillment of its obligation is required. To receive reliability payments, generators have to participate in firm energy bids by declaring and certifying such firm energy. During a transition period that ended in November 2012, the firm energy supply for reliability purposes was assigned proportionally to the declared firm energy of each generator. After the transition period, only the additional firm energy required by the system is allocated by bids. The OEF assignation auctions are oriented to generation projects with construction periods under four years and projects

 

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with long construction periods (“GPPS” in its Spanish acronym). In addition, CREG can carry out OEF reconfiguration auctions oriented to adjust the differences between the assigned OEF and expected demand. When demand is higher or lower than expected, CREG can organize auctions in which it can acquire more firm energy, or on the contrary, agents with exceeding OEF can sell their commitments.

During 2011, CREG published resolutions for the assignment of OEF for projects with construction periods under four years for the periods from December 2014 to November 2015 and from December 2015 to November 2016. For the first period, the OEF was assigned proportionally to the existing generators while, for the second period, it carried out an auction to supply the additional OEF on December 27, 2011. Since then it has not been necessary to carry out any auction to supply additional future firm energy requirements.

During 2013, Resolution No. 062/2013 created incentives for thermal plants to back up their OEF with imported natural gas to guarantee their OEF for ten years beginning from December 2015. The new resolution proposes the foundations of the remuneration for the group of thermal plants in order to develop the first regasification terminal in Colombia.

On March 10, 2014, CREG published Resolution No. 022/2014, which defined a transitory regulated revenue in order to motivate the system participants to build an LNG terminal. During 2014, the participants were beginning to contract trading and import agents; however, due to the delay in the construction phase, CREG has allowed thermal generators to comply with their OEF using alternative fuels.

During 2014, CREG adjusted requirements for thermal plants with the ability to utilize multiple fuels in order to allow them to use natural gas instead of petroleum-based liquid fuels. Projects under construction with delayed start dates are now able to exchange the terms of their OEF, under specific conditions, with geothermal power plants in order to include renewable energy (wind since 2011 and biomass since 2013). Through Resolution No. 022/2014, CREG defined a transitory regulated revenue in order to motivate the system participants to build a LNG terminal. The new terminal will be available in December 2016.

The tender for firm energy for the period from November 2015 to December 2016 was made on December 27, 2011. Seven companies participated with a total of eight projects of which five were assigned at a price of US$ 15.7 per MWh. The new projects are Río Ambeima (hydroelectric, 45 MW), Carlos Lleras Restrepo (hydroelectric, 78 MW), San Miguel (hydroelectric, 42 MW), Gecelca 32 (thermal, 250 MW) and Tasajero 2 (thermal, 160 MW). The new assignments were made for a period of twenty years beginning on December 1, 2015.

In addition, on January 26, 2012, the auction was concluded for projects with long construction periods which assigned OEFs for a period of twenty years to three hydroelectric projects and one thermal project. Two of these were assigned to new plants: Termonorte which will have a capacity of 88 MW by 2017 and the Porvenir II hydroelectric power plant which will have a capacity of 352 MW by 2018. The other two involved increases in OEF for plants already under construction and had available firm energy following the auction process conducted in 2008 (Sogamoso and Pescadero-Ituango hydroelectric plants). The process ended with assignment prices below the maximum defined (US$ 15.70 per MWh), and were in connection with Termonorte (US$ 14.90 per MWh); Porvenir II (US$ 11.70 per MWh); Sogamoso and Pescadero-Ituango (US$ 15.70 per MWh).

CREG regulated the reconfiguration auction scheme, under the methodology of reliability charge that allowed agents to change the beginning of the OEF by renouncing the “reliability payments” and paying a premium. XM published the results of the auction sale reconfiguration of OEF and Termocol, Amoya and Gecelca were the participating companies.

During 2012, CREG also issued Document No. 48/2012 regarding OEF allocation for the period from December 2016 to November 2017. CREG indicated that (i) an auction for OEF allocation was not necessary due to the conditions of the system and (ii) the assignment schedule will be published once there is greater certainty

 

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regarding the execution dates Colombia-Panama interconnection agreement and the processes for importing natural gas. In addition, in July 2012 a reconfiguration auction for the period of December 2012 to November 2013 took place in order to minimize the difference between the assigned OEF and the expected demand for that period.

The OEF was allocated to Termocol, which owns the Poliobras project (4.5 GWh per day) and to Amoyá, which owns the Isagen project (0.5 GWh per day). Such tenders are called when previously allocated OEFs exceed the projected demand for a certain period. The tender ended with a price margin of US$ 0.60 per MWh, which is greater than the reliability load price of December 2012 to November 2013. Projects such as Ambeima and Porvenir II have lost their OEF.

In 2014, CREG published the Circular 088/2014, indicating that no auction is needed for the period from December 2016 to November 2020.

In 2015, CREG presented the methodology to calculate firm energy for wind plants. The new resolution allows projects without wind measurements for 10 years, to use proxy data in order to calculate the power-wind curve. The results of the approximation must be certified by the National Operations Council.

Also in 2015, CREG declared through Resolution No. 177 /2015 that existing firm energy was enough to supply the expected demand until 2019. For this reason, it assigned OEF to existing plants for the periods 2016-2017, 2017-2018 and 2018-2019. In addition, CREG published the new reliability charge methodology for small plants. According to Resolution No. 138/2015, the reliability charge clearing scheme for small plants will be centralized, as it is for large plants, and small plants must present a firm energy commitment for the reliability charge in order to have OEF assignations. CREG is allowing smalls plants to keep participating on the current remuneration mechanism if the differences between real and programmed generation are greater or lower than 5%. For the first year, the gap was defined as greater or lower 10%.

Electricity Exports and Imports

Andean Nation Community (“CAN” in its Spanish acronym) Decisions 536 of 2002, 720 of 2009, and 757 of 2011, signed by the countries that participate in the Andean Nations Community, Colombia, Ecuador, Bolivia and Peru, established the general framework for the interconnection of electrical systems that created a coordinated economic dispatch for the countries involved in the interconnections. Under this framework, the interconnection system between Colombia and Ecuador was inaugurated in March 2003. The two countries adopted a transitional regime pursuant to CAN 757, while adopting common standards in order to make such international transactions viable.

In addition to the interconnection with Ecuador, Colombia is also interconnected with Venezuela by three links, the most important being the Cuestecitas-Cuatricentenario line. During 2011 and 2012, there were energy transfers made from Colombia to Venezuela, through this line, under an agreement between the Presidents of both nations. The agreement allows for estimated transactions of 30 GWh per month, with a demand of 70 MW in periods of low and medium load and of 140 MW in periods of high load. The contract was signed on February 1, 2013 for a period of eleven months and was formalized by a contract between Isagen (Colombia) and Corpoelec (Venezuela).

There is also an energy interconnection project with Venezuela being carried out by the Institute of Planning and Promotion of Energy Solutions for Non-Interconnected Zones pursuant to an agreement between Colombia and Venezuela. Under the terms of this agreement, Colombia will sell electricity to Venezuela at a rate that is much cheaper than the costs to produce it. Venezuela will pay for the electricity with fuel rather than cash. This interconnection project is estimated to cost US$ 8 billion and includes the construction of a 35.6 kilometer transmission line with a capacity of 34,500 volts in order to supply electricity to the region of San Fernando de Atabapo, Venezuela.

 

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In the first half of 2012, CREG and the National Public Services Authority of Panama issued resolutions that provided for enhancing the process for tendering of rights to construct the future interconnection line between Colombia and Panama.

The resolutions also supplement pre-existing resolutions by providing for provisions that allow Panamanian distribution companies to participate in future tenders in Colombia. The most important resolutions issued by Colombia are (i) CREG No. 002/2012, which attempts to resolve the discrepancies between firm capacity in Panama and the OEF in Colombia; (ii) CREG No. 004/2012, which outlines the exchanges in conditions of rationing; and CREG No. 057/2012, which is an operative agreement between the operators of the systems of Colombia and Panama. Panama has also issued parallel resolutions that enable Colombian companies to participate in tenders in Panama as international interconnection agents.

Emgesa, Isagen, Celsia and its subsidiary entity EPSA participated in the tender process to obtain line capacity rights in Panama that took place on August 21, 2012. These companies were able to participate in the tender by forming subsidiaries in Panama and complying with all requirements under Panamanian law, including the provisions related to guarantees.

In June 2012, Interconexión Eléctrica Colombia-Panamá (“ICP” in its Spanish acronym), which is jointly owned by Interconexión Eléctrica de Colombia and the state-owned Empresa de Transmisión Eléctrica de Panamá , was entrusted with the construction of an interconnection project and was allowed to join the tender for capacity rights. ICP submitted the base amount that is necessary to participate in the tender and proceeded to obtain prequalifications in July and August 2012. However, the tender process was suspended indefinitely on August 19, 2012. This was primarily due to financial reasons as the Panamanian government, citing budget constraints, refused to provide a firm commitment to contribute capital.

ICP is expected to continue to seek financial support in order to ensure the viability of the project and reduce uncertainties for the participants. With the support from the Interamerican Development Bank, ICP has hired a consultant to carry out a study that will explore alternatives plans that would result in more competitive energy prices and greater business opportunities. The Colombian government is also in discussions with its Panamanian counterpart in order to restart the process.

In November 2012, the Declaration of Santiago was signed by Chile, Colombia, Ecuador, Peru and Bolivia. The main purpose of this declaration was to facilitate regional electricity transactions by harmonizing regulatory frameworks of the member countries in order to connect the electricity networks of the signatory countries in the Pacific area.

Gas Market

Natural gas is important for the Colombian electricity sector, as natural gas is a key fuel for generation. The Colombian natural gas market operates under near monopolistic conditions and consists of a primary market, secondary market and short-term market. Supply contracts depend on a balance between supply and demand for the next five years, which is calculated by the regulatory authority every year. If demand exceeds supply, auctions take place, if the opposite happens, bilateral negotiations are carried out. Transportation contracts are traded under bilateral negotiation schemes or through auctions.

This regulatory framework is the result of a former proposal that sought to reform the wholesale market for natural gas and ensure that it operates under the principles of transparency and liquidity. This new framework also outlines entities that are eligible to participate in each market, the types of permitted transactions, and the kind of contracts that may be entered into. It even seeks to create standardized force majeure provisions for such contracts in order to clarify the responsibilities of the parties. The new rules took effect in August 2013.

During 2014, CREG defined the rules for choosing the Market Manager, invited participants for the subsequent selection as natural gas Market Manager, and regulated the creation of trust instruments in their care.

 

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In 2015, the gas Market Manager was chosen and started operations. Its main responsibilities are the validation and monitoring of participant registration, the primary and secondary market supply and transport contract registration, and the implementation of long term and short term auctions. During the second half of 2014, and in accordance with the new regulatory framework, work continued on the second phase of marketing natural gas, which describes short and long term gas bilateral supply negotiations and aftermarket supply negotiations as well as transportation.

The third trading process of natural gas took place between September 2015 and November 2015 and this third trading process considered bilateral negotiations given that the supply exceed the demand.

As a result of the implementation of the indexes in Annex IV of CREG Resolution No. 089/ 2013, prices of signed, long-term gas contracts were adjusted in November 2013, yielding an increase of around 25% for gas supply contracts in Guajira. CREG requested that agents resume the discussion to achieve a consensus among all participants in the natural gas chain to introduce tariffs for supply contracts and final rate regulated market.

During 2015, CREG presented the final scheme for supply contract indexation. It considers two methodologies, bilateral negotiation and regulated formula application.

Also, advancements were made in defining the methodology to be used for calculating the discount rate, based on the WACC to be applied in natural gas transmission and distribution, fuel gas and LPG transport via pipelines, transmission and distribution of electricity in the national grid, and the generation and distribution of electricity in areas that are not connected to the Colombian NIS.

Late in 2015, the MME issued regulations related to the reliability and security of natural gas supply; by modifying the definition of essential demand, the order of supply priority and to identify the essential elements for the elaboration of the “Supply Plan for Natural Gas” which is the responsibility of the Mining and Energy Planning Unit. The main objective of this plan is to prepare the sector in case of supply shortages and design the regulatory framework to improve the transport and supply infrastructure.

Regulation of Distribution Companies

Distributors (or network operators) are responsible for planning, investing, operating, and maintaining electricity networks below 220 kV. These include regional transmission systems and local distribution systems. Any customer may access the distribution network by paying a connection fee. Under this scheme, the distributor is responsible for operating the distribution network, including the transportation and control of the technical and non-technical energy losses.

Distribution Tariff-Setting Process

CREG regulates distribution prices that allow distribution companies to recover costs, including operating, maintenance and capital costs under efficient operations. Distribution charges are set by CREG for each company based on the replacement cost of the existing distribution assets, the cost of capital, as well as operational and maintenance costs that depend on the voltage level.

The methodology for remunerating the distribution reportable segment was defined by CREG in 2008. The WACC was set at 13.9% before taxes for assets operating above 57.5 kV and 13.0% before taxes for assets operating under this threshold. CREG also defined a methodology for the calculation of distribution charges by creating an incentive scheme for administrative, operating and maintenance costs, service quality and energy losses. During 2009, after auditing the information reported by the companies, CREG established the distribution charges applicable until October 2013 or until CREG establishes new distribution charges.

 

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Distribution charges are set for a five-year period and are updated monthly according to the PPI, and defined for four different voltage levels which are applied depending on the customer’s connection point as follows:

 

    Level 1: less than 1 kV;

 

    Level 2: at least 1 kV but less than 30 kV;

 

    Level 3: at least 30 kV but less than 57.5 kV; and

 

    Level 4: at least 57.5 kV but less than 220 kV.

The review of distribution charges began in 2013 with the publication of the remuneration methodology proposed by CREG Resolution No. 043/2013. Such bases were augmented by CREG Resolution No. 079/2014 containing the Purposes and Guidelines for the Distribution Remuneration for the period 2015-2019 and CREG Resolution No. 179/2014 that defined a remuneration methodology. According to this, such bases and draft methodology incorporate replacement incentives by including depreciation as part of tariff formula, and an investment plan that will allow the incorporation of newer technology, improve service quality and control energy losses. The new distribution remuneration methodology and charges are expected to be published in during 2016.

Additionally, the CREG has issued Resolutions No. 083/2014 and 112/2014 which define the methodology to calculate the WACC for electricity transmission and distribution as well as natural gas distribution and transport.

Incentives and Penalties

In December 2011, CREG defined a coverage mechanism requiring traders who are the end customers, to guarantee distributors the payment of the regional transmission system and local distribution system tariffs. CREG established that these kinds of traders must use one of the following instruments, in order to provide security of payment to distributors: bank guarantees, stand-by letters of credit letters (either domestic or international) and monthly prepayments. These mechanisms will be in effect for three months after the issuance of the new trading remuneration methodology.

At the same time, CREG defined new regulation related to non technical losses. It defined that the companies that have higher losses than those approved in current regulation should design a plan to reduce them. CREG approved new criteria for losses that will be included in the tariff for companies that control losses at an efficient level, and established that non technical losses above the efficient level must be assumed by distributors.

The distribution business has tariff incentives contingent on the quality of service. Distributors also have to make compensatory payments to customers when they cannot meet the established continuity criteria. In 2012, CREG established the new quality of service regulation for the regional transmission systems. Specifically, it defined compensations for energy that was not provided and service interruptions in the regional transmission systems.

Also in 2012, CREG defined the power quality regulation. Overall, it established minimum quality standards and designed a mechanism in which customers can present their claims to distribution companies and receive compensation if standards are not met by the company. This mechanism introduces new measurement requirements.

Regulation in Transmission

Transmission companies which operate at least 220 kV grids constitute the National Transmission System (“NTS”). They are required to provide access to third parties on equal conditions and are authorized to collect a tariff for their services. The transmission tariff includes a connection charge that covers the cost of operating the facilities, and a usage charge, which applies only to traders.

 

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CREG guarantees an annual fixed income to transmission companies. Income is determined by the new replacement value of the network and equipment and by the resulting value of the bidding processes of awarding new projects for the expansion of the NTS. This value is allocated among the traders of the NTS in proportion to their energy demand.

The review of regulated transmission charges began in 2013 with the publication of the remuneration bases methodology proposed by CREG Resolution No. 042/2013. Such bases were complemented by the development of the Purposes and Guidelines for the Transmission Remuneration for the period 2015-2019, which was presented in CREG Resolution No. 078/ 2014, and by the draft methodology contained in CREG Resolution No. 178 /2014. This resolution was defined by the MME and seeks to ensure timely expansions and adequate assets. The new transmission remuneration methodology and the new transmission charges are expected to be issued during 2016.

The expansion of the NTS is conducted according to model expansion plans designed by the Colombian Mining and Energy Planning Agency and pursuant to bidding processes opened to existing and new transmission companies, which are handled by the MME in accordance with the guidelines set by CREG. The construction, operation and, maintenance of new projects is awarded to the company that offers the lowest present value of future cash flows needed for carrying out the project.

In 2012, CREG established the new quality of service regulation for the NTS. It defined incentives for failure to provide energy and required companies to compensate customers, by reducing their charges, for service interruptions in the NTS.

Trading Regulation

The retail market is divided into regulated and unregulated customers. Customers in the unregulated market may freely and directly enter into electricity supply contracts with a generator or a distributor, acting as traders, or with a pure trader. The unregulated customer, which for 2013 represented about 33% of the market, consists of customers with a peak demand in excess of 0.1 MW or a minimum monthly energy consumption of 55 MWh.

Trading involves reselling the electricity purchased in the wholesale market. It may be conducted by generators, distributors or independent agents, which comply with certain requirements. Parties freely agree upon trading prices for unregulated customers.

Trading on behalf of regulated customers is subject to the “regulated freedom regime” under which tariffs are set by each trader using a combination of general cost formulas given by CREG and individual trading costs approved by CREG for each trader. Since CREG approves limits on costs, traders in the regulated market may set lower tariffs for economic reasons. Tariffs include, among other things, energy procurement costs, transmission charges, distribution charges and a trading margin.

The most recent trading tariff formula became effective in 2015, as set by CREG Resolution No. 180 /2014. The main changes to this formula were the establishment of a fixed monthly charge covering operating cost plus a variable income for traders covering credit risk, working capital subsidies, and other selling costs. Selling costs have been approved individually for traders during 2015 and 2016. In the case of Codensa, in 2015 CREG published Resolution No. 120/2015 approving Codensa’s selling costs. The new tariff will be applied by January 2016.

In May 2009, a company called Derivex was created so as to incorporate an energy derivatives market. In October 2010, Derivex began its operation with the first electricity forward derivative contract.

In December 2011, CREG issued the Retailing Code, which includes specific rules that improve retailers’ relations with other electricity market members. It established new regulations about energy measurement, non-technical losses, the retailers’ connection to the wholesale electricity market, and the retailers’ credit risks, among other considerations.

 

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In October 2013, CREG published a new resolution that defines “technical equity” (equity corresponding to the minimum equity that allows agents to perform operations on the wholesale market, either as sellers or buyers) as a mechanism to rate the technical abilities of companies in order to protect the wholesale market from unstable companies. According to the new rule, any transaction in the spot market has to be lower than the technical equity of the companies involved in the transaction.

In order to improve wholesale price formation, CREG has been designing a new energy procurement scheme based on long term energy bids, known as Organized Market (“MOR” in its Spanish acronym). The final rules for this new system are not available, but CREG issued a draft version of the mechanism through Resolution No. 117/2013, and the deadline for consultations has passed. It is expected that the final resolution on MOR will be issued by the end of 2016, and the first auction will be called for by the beginning of next year.

Tariffs to End Customers

The energy trader is responsible for charging the electricity costs to end customers and the transfer of their payments to the industry’s agents. The tariffs applied to regulated customers are calculated according to a formula established by CREG. This formula reflects the costs of the industry (generation, transmission, distribution), depending on the customer’s connection level, trading losses, constraints, administrative costs, and market operating costs. The pricing formula is currently under review and CREG Resolution No. 135 /2014 establishes the basis of the studies to determine the unit cost formula of providing service to regulated customers. It is expected that the commission will issue the formula during 2016.

There are different factors that affect the final costs of the service. Subsidies and/or contributions are applied according to the socio-economic level of each customer, and when subsidies exceed contributions, the Colombian government compensates for the difference. Another factor that affects the final tariff is the distribution area, which establishes a single distribution tariff for the distribution companies in adjacent geographic zones.

In addition, to subsidize the value of electricity for the most financially vulnerable residential customers residing in the least developed rural areas, the MME established the Social Energy Fund (“FOES” in its Spanish acronym). Decree No. 011/2012 regulates FOES as defined in article 103 of Law 1450 of 2011 (published in 2012). FOES offsets CP$ 46 kWh of the price of electricity for the above mentioned customers.

Renewable Energy and Energy Efficiency

Since 2001, energy efficiency has been promoted in Colombia, through Law 697, which has been the framework for efficiency programs including the program for rational and efficient use of energy. In December 2012, the Colombian Mining and Energy Planning Agency published Resolution No. 0563, which establishes the procedure for the exclusion of sales tax for the programs or activities related to reduced energy consumption and energy efficiency.

On May 13, 2014, the Renewable Law (Law 1,715) was enacted. This new law establishes a general legal framework and created a fund intended to promote the development of non-conventional renewable energy, energy efficiency and programs designed to reduce electricity demand. One of its principal objectives is the progressive replacement of diesel generation in non-interconnected and isolated areas, in order to reduce energy cost and greenhouse gas emissions.

During the second half of 2014, the government worked on several aspects of the regulation, and as a result, in December the MME enacted Decree Nos. 2,492 and 2,469 establishing guidelines for the demand response mechanism and the sale of surplus energy by self-generators.

 

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In 2015, MME enacted Decree No. 2,143 which defines the process agents must undertake in order to receive the tax and tariff benefits established by Law 1715. Regarding this rule, Mining and Energy Planning Agency also published Resolution No. 45 which establishes the procedures to receive the certificate that allows agents to access the benefits regarding taxes and import tariffs.

Environmental Regulation

The environmental framework in Colombia was established by Law 99/1993, which also established the Colombian Ministry of the Environment (now the Colombian Ministry of Environment and Sustainable Development) as the authority for determining environmental policies. The Colombian Ministry of Environment defines issues, executes policies and regulations that focus on the recovery, conservation, protection, organization, administration and use of renewable resources.

Any entity planning to develop projects or activities relating to generation, interconnection, transmission or distribution of electricity that may result in environmental deterioration must first obtain environmental permits and licenses and also establish environmental management plans.

Generation plants that have a total installed nominal capacity above 10 MW are required to contribute to the conservation of the environment. These resources are called “Transfers,” that electricity generation companies give to municipalities and regional environmental authorities, in accordance with article 222 of Law 1450 of 2011, which amended Article 45 of Law 99 of 1993. The amount to transfer is according to the plant’s generation and a tariff established by CREG, which is updated annually.

Law 1,450 of 2011 issued the National Development Plan 2010-2014. The plan establishes that between 2010 and 2014, the government must develop strategies for environmental sustainability and for the prevention of environment risks. These include measures such as the national plan for adaptation to climate change, the environmental licensing process and environmental impact studies.

In 2011, Institutional Decree No. 3,570 established a new regulatory structure for the environment, creating the MADS (previously, the functions of the Ministry of the Environment were established in conjunction with functions of the Ministry of Housing). The main objective of the MADS is the formulation and management of environmental and renewable natural resource policies. In 2012, the MADS published several resolutions. Resolution No. 1,517/2012 established the procedures relating to the Environmental Compensation for Biodiversity Loss while Decree No. 1,640 of 2012 set forth regulations for the planning and management of hydrographic basins. In addition, Resolution No. 1,526/2012 established the procedural requirements for the subtraction of the forest areas protected by Law 2 of 1,959.

In August 2013, the Colombian National Planning Department issued CONPES Document 3,762, a policy text that established guidelines for the identification and prioritization of infrastructure projects that are of national and strategic interest in the energy, mining, oil, gas, and transportation sectors. It defines the relevant issues related with the formalities and procedures for acquiring land, prior consultation, community relations, environmental licensing and permits, and institutional coordination, all of which need to be resolved in order to assure the correct formulation and development of those projects.

Due to national discussions about environmental licensing, the MADS enacted Decree No. 2,041/2014 which aims to reduce the timing needed to receive the necessary licenses.

During 2015, MADS issued the Single Regulatory Decree No. 1,076 (Decreto Único Reglamentario) for the environmental sector that compiles all existing decrees on environmental issues in the country.

MADS continued developing regulation to reduce water contamination caused by discharged water and ecological flow. It updated parameters and limits of specific maximum allowable discharges to surface water and public sewer systems.

 

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Resolution No. 909/2008 was enacted increase air quality, to allow energy recovery from waste and/or hazardous waste in thermal generation plants.

The National Environmental License Authority granted licenses to Porvenir II hydroelectric project and Cayao liquefaction plant and denied the license to the Cañafisto hydroelectric project.

The Mayor’s Office of Bogotá, through its Decree No. 600/2015, established measures to renew the fleet of taxis in 2017 with electric vehicles.

MADS is leading Climate Change issues. MADS has included the Nationally Appropriate Mitigation Action in the Clean Development Mechanism portfolio. Also, MADS belongs to the negotiation team that represents Colombia at the Conferences of Parties. In 2015, the Climate Change unit presented the Intended Nationally Determined Contributions for Colombia and committed to reducing its greenhouse gas emissions by 20% by 2030 and subject to the provision of international support, Colombia could increase its goal from 20% reduction with respect to Business as Usual (“BAU”) to 30% with respect to BAU by 2030.

Peru

Industry Overview

Industry Structure

In the Peruvian Wholesale Electricity Market (“Peruvian MEM” in its Spanish acronym) there are four categories of local agents: generators, transmitters, distributors and large customers. Trading is carried out by generators and distributors.

The following chart shows the relationships among the various participants in the SEIN.

 

LOGO

The generation segment is composed of companies that own generation plants. This segment is known for being a competitive market in which prices tend to reflect the marginal cost of production. Electricity generators, as energy producers, have capacity and energy sale commitments with their contracted customers. Generators may sell their capacity and energy to both distributors and unregulated customers.

 

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The energy received by a generator’s customers does not necessarily match with the energy produced by that supplier since the generation plants’ production is allocated by the COES, through a centralized dispatch. The transfer cost is minimized by reviewing the variable production costs of each power plant, regardless of their contractual commitments. The only exception to this rule applies to the natural gas plants, which declare the natural gas price once a year for dispatch purposes. Therefore, there is a short-term market that is also managed by the COES, where an economic balance is made between the energy produced and the demand of the generators’ customers.

The generation plants’ production and the customers’ energy consumption are valued at the hourly marginal cost and the generators that have deficits buy energy from the generators that have surpluses. This principal related to the energy sales balances is also carried out for the capacity. The price of the capacity corresponds to a price regulated by the Energy and Mining Investment Supervisor (“Osinergmin” in its Spanish acronym).

In 2008, due to gas transport and electricity transmission problems, Osinergmin defined a new rule to calculate spot prices. Decree No. 049/2008 established two models, with one of them representing a theoretical dispatch without considering any restrictions and the other considering real dispatch with restrictions. The spot price is obtained from the theoretical dispatch (known as “ideal marginal cost”), and the additional operating costs resulting from system restrictions are paid through demand from the affected generators through a mechanism established by the authority. The “ideal marginal cost” regime was extended until December 31, 2016. In recent years, the ideal marginal cost has been very similar to the real cost and has not had a relevant impact. The settlements made by the COES also include payments and/or collections for supplementary services such as frequency and tension regulation. They also consider compensation for operating cost overruns, such as the operation at minimum load, random operational tests, etc.

The transmission system is made up of transmission lines, substations and equipment for the transmission of electricity from the power plants to the consumption centers or distribution points. Transmission in Peru is defined as all lines or substations with a tension higher than 60 kV. Some generation and distribution companies also operate sub-transmission systems at the transmission level.

Electricity distribution is an activity carried out in the concession areas granted to different distribution companies. Customers with a capacity demand lower than 200 kW are considered regulated customers, and their energy supply is considered to be a public service. Customers whose capacity demand is within the range of 200-2,500 kW are free to choose whether to be considered regulated or unregulated customers. Once this type of customer chooses an option, the customer must remain in that category for at least three years. If the customer wants to change its category from regulated to unregulated customer, or vice versa, at least one year advance notice must be provided.

There is only one interconnected system, the SEIN, and several isolated regional and smaller systems that provide electricity to specific areas. According to the National Institute of Statistics of Peru, as of December 31, 2014, 92.9% of the population obtained electricity through the public network.

Principal Regulatory Authorities

The Peruvian Ministry of Energy and Mining (“MINEM” in its Spanish acronym) defines energy policies applicable nationwide, regulates environmental matters applicable to the energy sector and oversees the granting, supervision, maturity and termination of licenses, authorizations and concessions for generation, transmission, and distribution activities. On August 10, 2012, Supreme Decree No. 030-2012-EM amended the articles of organization and defined the activities of MINEM and the Natural Gas Management Department.

The Peruvian Investment Promotion Agency is a public entity responsible for attracting private investment in public utilities and infrastructure works. It also advises to investors in making their investment decisions.

 

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Osinergmin is an autonomous public regulatory entity that controls and enforces compliance with legal and technical regulations related to electrical and hydrocarbon activities, controls and enforces compliance with the obligations stated in the concession contracts, and is responsible for the preservation of the environment in connection with the development of these activities. Osinergmin’s Tariff Regulatory Bureau has the authority to publish the regulated tariffs. It also controls and supervises the bidding processes required by distribution companies to purchase energy from generators.

The COES coordinates the SEIN’s short, medium and long-term operations at minimum cost, maintaining the security of the system and optimizing energy resources. It also plans for the SEIN’s transmission development and manages the short-term market.

The National Institute for Defense of Competition and Intellectual Property is responsible for promoting competition, protecting customer rights and safeguarding all forms of intellectual property.

The General Electricity Authority is the regulatory technical entity responsible for evaluating the electricity sector, and proposes the necessary regulations for the development of the electricity generation, transmission and distribution activities.

The Peruvian Ministry of Environment defines environmental policies applicable nationwide and is the head of the National Environmental Management System, which includes the National Environmental Impact Assessment System, the National Environmental Information System, the Protected Natural Areas System, as well as the management of natural resources in its area of competence as biodiversity and climate change, among others.

The Electricity Law

General

The general legal framework applicable to the Peruvian electricity industry includes: the Law of Electricity Concessions (Decree Law No. 25,844/1992) and its ancillary regulations, the Law to Secure the Efficient Development of Electricity Generation (Law 28,832/2006), the Technical Regulation on the Quality of the Electricity Supply (Supreme Decree No. 020/1997), the Electricity Import and Export Regulation (Supreme Decree No. 049/2005), the Antitrust Law for the Electricity Sector (Law 26,876/1997), the law that regulates the activity of Osinergmin (Law 26,734/1996, together with Law 27,699/2002) ), and Decree Law No. 1,221/2015 that improves electricity distribution regulation to promote electricity access in Peru.

Some of the characteristics of the regulatory framework are (i) the separation of the three main activities: generation, transmission and distribution; (ii) freely-determined prices for the supply of energy in competitive market conditions; (iii) a system of regulated prices based on the principle of efficiency together with a bidding regime; and (iv) private operation of the interconnected electricity systems subject to the principles of efficiency and quality of service.

Law 29,852/2012 and Regulation No. 021-2012-EM created the Hydrocarbons Energy Security System and the Fund of Social Energy Inclusion. These laws also created a system of social compensation and universal service for the most vulnerable sectors of the population which will be financed by surcharges on the electricity billing of unregulated customers (equivalent to the surcharge that exists today for regulated customers on the Electrical Social Compensation Fund), transport surcharges for hydrocarbon-derivate liquids and natural gas multi pipelines and surcharges on the use of the natural gas pipeline.

Osinergmin and distribution companies manage the Fund of Social Energy Inclusion, which directs funds to the mass usage of natural gas to vulnerable sectors, (ii) develop new energy sources like photovoltaic cells, solar panels, etc., and (iii) supply liquefied petroleum gas to vulnerable sectors.

 

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Law 29,969/2012 provides for the universal usage of natural gas. State electricity distributors are authorized to carry out natural gas programs, including the distribution of natural gas in their concession area. They are also able to associate with companies specializing in the development of gas distribution projects. Within a maximum period of three years from the start of the gas distribution, MINEM will start the process of promoting private investment by granting gas distribution concessions through the pipeline network.

Law 29,970/2012 guarantees energy security and promotes the development of the petro chemical complex in the south of the country. Under this law, the following agendas have been declared as a matter of national interest: (i) the guarantee of energy security, (ii) the transport of ethane to southern Peru; and (iii) the construction of regional pipelines in Huancavelica, Junín, and Ayacucho and their connection to existing gas pipelines.

Law 1,221/2015 enacted on September 24, 2015, will be applied during 2016, and once implemented, the main modifications are:

 

    In the distribution tariffs, the VAD and the internal rate of return calculations will be defined for each distribution company with over 50,000 customers.

 

    The MINEM will define a responsibility technical area (“ZRT” in its Spanish acronym) for each distributor, given its operation areas. The investments in the ZRT, which can be carried out either by a distributor or by a third party, should be approved by the distributor. Investment and audited costs (with a cap) will be recognized through the VAD.

 

    The VAD will include a technology innovation charge and/or a distribution energy efficiency component. The VAD will also be adjusted to encourage improvements of service quality.

 

    Distributors will be obligated to guarantee their regulated demand for 24 months.

 

    Distributors will be required to execute the urban electrification investments or repay the contribution, if the investment is carried out for a third party, when the rate of occupancy is over 40%.

 

    Generation and transmission concessions originating in bidding processes are restricted to a 30-year term. In the case of hydroelectric generation concessions, a favorable report for the watershed, as issued by MINEM, will be required.

 

    Set conditions to NCRE sources and co-generation that enable them to inject surplus energy to the distribution system without affecting operating security.

Limits and Restrictions

Since the enactment of the Law of Electricity Concessions, vertical integration is restricted, and activities in the generation, transmission and distribution segments must be developed by different companies. The Antitrust Law for the Electricity Sector regulates the cases in which vertical and horizontal integration is admissible.

An antitrust authorization is compulsory for those electricity companies that hold more than a 5% interest of another business line, either before or as a result of a merger or integration. An authorization is also required for the horizontal integration of generation, transmission and distribution activities which result in a market share of 15% or higher of any business line, either before or as a result of any operation. Such authorizations are granted by the Institute for Defense of the Consumer and Intellectual Property, using the market share information provided by Osinergmin.

Regulation of Generation Companies

Concessions

Generation companies that own or operate a power plant with an installed capacity greater than 500 kW require a concession granted by the MINEM. A concession for electricity generation activity is a unilateral permit granted to the generator by the MINEM. Authorizations are granted by the MINEM for an unlimited

 

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period of time, although their termination is subject to the same considerations and requirements as the termination of concessions under the procedures set forth in the Law of Electricity Concessions, and its related regulations.

In order to receive a concession, the applicant must first request for a temporary concession of two years, and must subsequently apply for a definitive concession. In order to receive an authorization, the applicant must file a petition before the MINEM. If the petition is admitted and no opposition is presented, the MINEM grants the authorization to develop generation activities for unlimited time, subject to compliance with applicable regulations.

Dispatch and Pricing

The coordination of electricity dispatch operations, the setting of spot prices and the control and management of economic transactions that take place in the SEIN are controlled by COES. Generators can sell energy directly to large customers and buy the deficit or transfer the surplus between contracted energy and actual production in the pool at the spot price. Resolution No. 080-2012-OS/CD established the criteria and methodology for deciding the real-time operation under exceptional conditions as declared by the MINEM.

Sales by Generation Companies to Unregulated Customers

Sales to unregulated customers are carried out at mutually agreed prices and conditions, which include tolls and compensation for the use of transmission systems and, if necessary, to distribution companies for the use of their network.

Sales to Distribution Companies and Certain Regulated Customers

Sales to distributors can be under bilateral contracts at a price no greater than the regulated price in the case of regulated customers, or at an agreed price in the case of unregulated customers. In addition to the bilateral method allowed under the Law of Electricity Concessions, Law 28,832/2006 has also established the possibility that distributors may meet their unregulated or regulated customers’ demand under contracts signed following a capacity and energy supply tender process.

Sales of Capacity to Other Generation Companies

COES determines a firm capacity for each power plant on an annual basis. Firm capacity is the highest capacity that a generator may supply to the system at certain peak hours, taking into consideration statistical information and accounting for time out of service for maintenance purposes and for extremely dry conditions in the case of hydroelectric plants.

A generation company may be required to purchase or sell capacity in the spot market, depending upon its contractual requirements in relation to the amount of electricity to be dispatched from such company and to its firm capacity.

Regulatory Charges

In addition to taxes applicable to all industries (mainly an income tax and a value added tax), the electricity industry operators are subject to a special regulation contribution that compensates the costs incurred by the state in connection with the regulation, supervision and monitoring of the electricity industry. The applicable rate for this contribution is up to 1% of the annual billing of each company and the funds levied are distributed proportionally to the MINEM and Osinergmin.

Generators that also have hydroelectric plants pay a water royalty as a function of the hydroelectric energy produced and the regulated energy tariff at peak hours.

 

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Tenders Promoted by the State

During 2009, MINEM carried out several studies which concluded that there will be lack of electricity generation capacity in the system in the near future. MINEM recommended the construction of new electricity plants that would serve as backup to guarantee the flow of electricity to the system, avoiding blackouts. As a result, the Peruvian Investment Promotion Agency carried out a public bid in August 2010, seeking to secure investments for three projects located in Reserva Fría de Talara, Trujillo and Ilo that would add another 800 MW to the system. The bid resulted in two of the projects being awarded: Reserva Fría de Talara (200 MW, for EEPSA, an Enersis subsidiary and Ilo (400 MW, for Enersur, an unrelated company). These plants receive regular payments for being permanently available to operate and provide energy to the SEIN whenever the COES calls on them and will also be reimbursed for the fuel costs incurred for generating electricity. The Trujillo generation facility was later replaced by the Eten generation facility and awarded to Planta de Reserva Fría de Generación de Eten S.A. (200 MW).

On March 21, 2013, Peruvian Investment Promotion Agency held an international public tender to promote private investments in the Hydroelectric Plant project (Molloco Hydroelectric Plant—280 MW), which is located in the hills of the Arequipa region. It was awarded to the Corsan Corviam – Engevix – Enex partnership.

Services provided by generation, transmission, and distribution companies must comply with technical standards stated in the Technical Regulations on the Quality of the Electric Supply. Failure to do so might result in the imposition of fines by Osinergmin.

Generators receive a capacity payment whose main component is the annuity of a peak-load plant. However, to be eligible to receive this payment, plants have to be part of the reserve margin established annually by Osinergmin. The capacity ranking is constructed in base of firm capacity of every power plant connected to the system and their relative efficiency (ordered by variable costs). Only plants included in the ranking as required to cover the peak demand plus the reserve margin receive the capacity payment. Every year, Osinergmin sets the power price that shall be assigned and paid to each generator pursuant to this concept.

Electricity Exports and Imports

A 220 kV transmission line has been implemented for the interconnection with Ecuador. However, the line has not operated continuously because of regulatory issues. In 2014, electricity exports to Ecuador totaled 12.7 GWh In 2015, the electricity exports net amounted to 54.3 GWh.

Internal regulations were also approved for the application of CAN Decision 757, which establishes that when bilateral electricity transactions are carried out with other CAN countries, the Economic Operation Committee of the SEIN should send weekly reports to the MINEM and to Osinergmin demonstrating that priority has been given to supplying the domestic market (Supreme Decree No. 011-2012-EM).

The governments of Peru and Chile have established a bilateral working group to discuss energy matters. The purpose of the working group is to identify and take advantage of the potential synergies between the two countries. At the request of the presidents of both nations, the working group is expected to propose a framework for an agreement in connection with both countries’ electricity integration that would establish the general rules for energy exchanges between them. As of the date of this Report, both countries have conducted negotiations but a final agreement is still pending.

Regulation of Distribution Companies

Bids for Supplying Regulated Customers

The Law to Secure the Efficient Development of Electricity Generation established a bidding regime for the acquisition of energy and capacity by distributors through competitive tenders and firm prices. The regulator

 

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approves the general conditions and establishes a price cap for the bidding process. In addition, distributors can sign bilateral short term contracts with generators in order to buy electricity blocks not covered by tenders and to fill any future imbalance.

The new contracts to sell energy to distribution companies for resale to regulated customers must be made at fixed prices determined by public bids. Only a small part of the electricity purchased by distribution companies (included in old contracts) is still maintained at node prices. These prices are set annually by Osinergmin and are the maximum prices for electricity purchased by distribution companies that can be transferred to regulated customers in those contracts.

Distribution Tariffs to End Customers

The electricity tariff for regulated customers includes charges for capacity and energy for generation and transmission and for the VAD which considers a regulated return on investments, operating and maintenance fixed charges and a standard percent for energy distribution losses.

Distribution Tariff-Setting Process

The VAD is set every four years. Osinergmin classifies companies into groups, according to “typical distribution areas”, based on economic factors that group companies with similar distribution costs due to population density, which determines equipment requirements in the network.

Actual return on investment for a distribution company depends on its performance relative to the standards chosen by the Osinergmin for a theoretical model company. The tariff system allows for a greater return for distribution companies that are more efficient than the model company. Tariff studies are performed by the Osinergmin and distribution companies. Preliminary tariffs are calculated as a weighted average of the results of the Osinergmin commissioned study and the companies’ study, with the results of the Osinergmin’s study bearing twice the weight of the companies’ study. Preliminary tariffs are then tested to ensure that they provide an average actual annual internal rate of return between 8% and 16% on the replacement cost of electricity-related distribution assets.

The most recent process of distribution tariff setting has been in effect since November 2013 and will be in effect until October 2017.

Regulatory Charges

The regulatory charges applied to the energy sales in distribution activities are:

 

    The contribution to regulatory authorities (Osinergmin, MINEM), which represents 1% of total sales.

 

    The FOSE created to promote permanent access to the public electricity service for low-income residential customers. This fund established a cross subsidy system among customers that benefits customers with monthly consumption below 100 kWh through fixed and proportional discounts.

 

    The rural electrification charge is a contribution for promoting the efficient and sustainable electrification development in rural, isolated or frontier areas of the country. The contribution of the electricity customers is of 0.002 UIT (a tax unit) per MWh billed, with the exception of those which are not served by the SEIN.

Incentives and Penalties

Law 28,832 and Supreme Decree No. 052-2007-EM (“General Regulations of the Supply Auctions”) state that if auctions are called for with an anticipation of over three years, distributors will receive payment incentives which will be added to the generator price of the auctions, and then passed through to customers. This incentive cannot be higher than 3% of the tariffs applied.

 

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The distribution concessionaire may lose its concession if it does not provide evidence of a guaranteed supply for the following 24 months, at a minimum, unless it has called for public auctions according to the current norm and has not received offers sufficient to comply with its total requirements for the established period.

Regulation in Transmission

Transmission activities are divided in two categories: “principal”, which are for common use and allow the flow of energy through the national grid; and “secondary”, which are those lines that connect a power plant with the national grid that connects principal transmission with the distribution network or that connect directly to certain end customers. Law 28,832 also defined “guaranteed transmission systems” and “supplementary transmission systems”, applicable to projects commissioned after the enactment of that law. Guaranteed system lines are the result of a public bid and supplementary system lines are freely constructed and exploited as private projects. Principal and guaranteed system lines are accessible to all generators and allow electricity to be delivered to all customers. Transmission concessionaires receive an annual fixed income, as well as variable tariff revenues and connection tolls per kW. The secondary and supplementary system lines are accessible to all generators but are used to serve only certain customers who are responsible for making payments related to their use of the system.

Environmental Regulation

The environmental legal framework applicable to energy related activities in Peru is established in the Environmental Law (Law 28,611/2005) and in the Regulation for Environmental Protection regarding Electricity Activities (Supreme Decree No. 029-94-EM). MINEM dictates the specific environmental legal dispositions applicable to electricity activities, and Osinergmin is in charge of supervising certain aspects of their application and implementation. According to the Environmental Law, the Peruvian Ministry of Environment has the principal duties of (i) designing the general environmental policies to every productive activity; and (ii) establishing the main guidelines of the different government authorities for their specific environmental sector regulations. During 2010, most supervision functions regarding the application and implementation of the Environmental Law’s dispositions were transferred from Osinergmin to the Peruvian Ministry of the Environment.

NCRE, referred to in Peruvian regulations as Renewable Energy Resources (“RER” in its Spanish Acronym), for electricity generation are considered to be from the following sources: biomass, wind, solar, geothermal and tidal sources, as well as hydroelectric plants with an installed capacity lower than 20 MW.

In 2008, the authority issued regulations to promote the use of NCRE. The principal investment incentives established by these regulations are (i) an objective percentage of national electricity consumption, set every five years, to be covered NCRE generation, excluding hydroelectric plants (for the first five-year period, this percentage is 5%); (ii) through tenders of energy to be covered by NCRE, the investor awarded the tender is guaranteed a firm price for the energy injected into the system during the supply contract period of up to 20 years; and (iii) priority in the dispatch of load and access to transmission and distribution networks.

The first NCRE tender was carried out in two steps. The first auction was held in June, 2009 for 1,314 GWh per year, of which 570 GWh was awarded to three wind farms projects, 173 GWh was awarded to four solar plants projects, 143 GWh was awarded to two biomass plants projects and 1,084 GWh was awarded to 19 mini-hydroelectric plants. The second auction was held in March, 2010 for 427 GWh per and 11.7 GWh was award to a biomass thermal plant project and two mini hydroelectric project for 92 GWh.

The second NCRE tender was held in August, 2011 for 1,300 GWh per year intended to non-hydroelectric sources. Out of 21 initiatives proposed, 473 GWh were awarded to three projects.

 

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The third NCRE tender was held in December, 2013, with the objective to provide 1,300 GWh per year of hydroelectric power and 320 GWh of biomass derived electricity. Nineteen mini hydroelectric plant projects with individual capacities below 20 MW were awarded to supply 1,268 GWh.

The fourth NCRE tender was held in December, 2015, with the objective to provide 1,300 GWh to both the interconnected and isolated systems. In addition, 450 GWh per year are required from mini hydroelectric projects with a maximum capacity of 20 MW each. The results were published by the end of January 2016 and 1,741 GWh were awarded to the following projects: three wind farms (739 GWh), two solar power plant projects (523 GWh), two biomass thermal plant projects (30 GWh) and six small hydroelectric plant projects (449 GWh).

In addition, other regulations established tax incentives, including (i) accelerated asset depreciation for income tax purposes, and (ii) the advanced recovery of the sales tax. In 2011, the permanent congressional commission approved Law 29,764, extending these tax benefits through 2020.

Law 29,968/2012 created the National Environmental Certification Service for Sustainable Investments (“SENACE” in its Spanish acronym), a specialized public organization with technical autonomy and a separate legal constitution, which reports to the Peruvian Ministry of the Environment. This organization is responsible for reviewing and approving detailed environmental impact studies of public, private or mixed capital investment projects, whether national or multi-regional, that involve activities, construction and other commercial and service activities whose characteristics, importance and/or location can result in significant environmental impacts, with the exception of those expressly excluded by Supreme Decree No. with the consenting vote of the Council of Ministers.

SENACE seeks to implement a single system of environmental administrative procedures to guarantee sustainable investments through the implementation of a sole window of environmental certification.

Raw Materials

For information regarding our raw materials, please see “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Commodity Price Risk.”

 

C. Organizational Structure.

Principal Subsidiaries and Affiliates

We are part of an electricity group controlled by the Italian company, Enel, our ultimate parent company, which beneficially owns 60.6% of us through wholly-owned Spanish subsidiaries. Enel publicly trades on the Milan Stock Exchange. It is headquartered in Italy and is primarily engaged in the energy sector, with a presence in 32 countries across four continents, mainly in Europe and Latin America, and generating electricity from power plants with over 89 GW of net installed capacity. Enel provides service to more than 61 million customers through its electricity and gas businesses through distribution networks of 1.9 million kilometers.

 

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Enersis Américas’ Organizational Structure(1)

As of December 31, 2015 (assuming the spin-off of Enersis Chile S.A. had occurred as of such date)

 

 

LOGO

 

 

(1) Only principal operating subsidiaries are presented here. The percentage listed for each of our subsidiaries represents our economic interest in such subsidiary.

 

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The companies listed in the following table were consolidated by us as of December 31, 2015. In the case of subsidiaries, our economic interest is calculated by multiplying our percentage economic interest in a directly held subsidiary by the percentage economic interest of any entity in the chain of ownership of such ultimate subsidiary.

 

Principal Subsidiaries and Country of Operations

   % Economic
Ownership of
Enersis
   Consolidated
Assets of Each
Main Subsidiary
   Operating    
Income    
of Each Main    

Subsidiary     
     (in %)    (in billions of Ch$)     

Electricity Generation and Transmission

    

Electricity Generation

    

Fortaleza (Brazil)

       84.38           151,222           159,052       

Cachoeira Dourada (Brazil)

       84.17           121,390           91,563       

Dock Sud (Argentina)(1)

       57.14           172,911           69,963       

EEPSA (Peru)

       96.50           130,528           58,093       

Electricity Transmission

    

CIEN (Brazil)

       84.38           214,341           55,534       

Electricity Distribution

    

Ampla (Brazil)

       92.03           1,402,340           1,026,680       

Edesur (Argentina)

       71.61           634,854           607,345       

Edelnor (Peru)

       75.54           773,983           562,046       

Coelce (Brazil)(2)

       64.86           836,903           810,184       

Codensa (Colombia)

       48.39           1,049,139           884,467       

 

(1) Figures correspond to Inversora Dock Sud S.A., an investment vehicle through which we hold our 40.2% economic interest in Dock Sud.
(2) As a consequence of a tender offer completed in 2014 our shareholding increased from 49.2% to 64.9%.

Generation and Transmission Segment

The following companies include certain generation and transmission companies consolidated by us as of December 31, 2015 (marked with an asterisk), as well as other companies in which we have an interest.

Cemsa (Argentina)*

Cemsa’s principal activities are the trading of electricity and fuels. Cemsa has signed several agreements with Argentine electricity power stations to support its supply contracts. The power stations that provide Cemsa’s electricity supply contracts are: Costanera, Dock Sud, Centrales Térmicas del Noroeste S.A., and El Chocón. Endesa Américas indirectly holds 45.0% of Cemsa and our economic interest in Cemsa is 82.0%.

Dock Sud (Argentina)*

Dock Sud owns and operates an 870 MW generation facility consisting of two plants. Dock Sud’s power station has four gas turbines and one steam turbine. Two of the gas turbines and the steam turbine comprise a combined-cycle power plant. In 2015, Dock Sud generated 3,799 GWh. We own 57.1% of Inversora Dock Sud S.A., an investment vehicle through which we hold Dock Sud. Our economic interest in Dock Sud is 40.2%.

Costanera (Argentina)

Costanera is a publicly-held Argentine electricity generation company, with 2,304 MW of total installed capacity in Buenos Aires. Costanera consists of six steam turbines with an aggregate capacity of 1,131 MW which burn oil and gas, and two natural gas combined-cycle facilities with a total capacity of 1,173 MW. Costanera was acquired from the Argentine government after the privatization of Servicios Eléctricos del Gran Buenos Aires S.A. Endesa Américas owns 75.7% of Costanera’s shares, and we own a 45.4% economic interest.

 

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El Chocón (Argentina)

El Chocón is an Argentine electricity generation company. It has two hydroelectric power stations with an aggregate installed capacity of 1,328 MW located between Neuquén and Río Negro provinces, in the Comahue Basin in southern Argentina. A 30-year concession, which expires in 2023, was granted by the Argentine government to our subsidiary, Hidroinvest S.A., which bought 59.0% of El Chocón’s shares in July 1993 during the privatization process. Endesa Américas operates El Chocón for a fee pursuant to an operating agreement with a term equal to the duration of the concession. Endesa Américas beneficially holds 65.4% of El Chocón, and our economic interest is 39.2%.

Cachoeira Dourada (Brazil)*

Cachoeira Dourada owns and operates a run-of-the-river hydroelectric plant using the flows from the Paranaiba River, located in the State of Goias, consisting of ten generating units totaling 665 MW of installed capacity. Cachoeira Dourada began its operations in 1997, and as of December 31, 2015, had a concession that expires in 2027. Enel Brasil has a 99.8% ownership interest in Cachoeira Dourada and our economic interest is 84.2%.

CIEN (Brazil)*

CIEN is a Brazilian transmission and trading company that is wholly-owned by Enel Brasil. It transmits electricity through its two transmission lines that connect Argentina and Brazil, covering a distance of 500 kilometers, with a total interconnection capacity of 2,100 MW. As of December 31, 2015, CIEN-Line 1 had a concession that expires in 2020, and CIEN-Line 2 had a concession that expires in 2022. CIEN consolidates CTM and TESA, which operate the Argentine side of the interconnection line with Brazil. Our economic interest in CIEN is 84.4%.

Enel Brasil (Brazil)*

In 2005, Enel Brasil was formed in order to manage all Brazilian generation, transmission and distribution assets that Enel Latinoamérica owns in conjunction with us, Endesa Américas and Chilectra Américas. Enel Brasil consolidates operations of two generation companies (Cachoeira Dourada and Fortaleza), the transmission company CIEN, as well as two distribution companies (Ampla and Coelce). Endesa Américas owns 37.1% of Enel Brasil’s shares, and we beneficially own an 84.4% economic interest.

Fortaleza (Brazil)*

Fortaleza owns and operates a 322 MW natural gas combined-cycle power plant, with a capacity to generate one-third of the electricity requirements of the State of Ceará, a state with a population of 8.8 million people. As of December 31, 2015, Fortaleza had a concession that expires in 2031. Fortaleza is wholly-owned by Enel Brasil, and we hold an 84.4% economic interest.

Emgesa (Colombia)*

Emgesa has a total installed generating capacity of 3,459 MW, of which 87% is from hydroelectric power plants and 13% is from thermoelectric power plants. Empresa de Energía de Bogotá S.A. directly holds a 51.5% equity interest in Emgesa. Endesa Américas beneficially owns 26.9% of Emgesa’s shares and has 31.3% of the voting rights. However, due to a transfer of 25.1% of the voting rights in Emgesa from us, to Endesa Américas and a related shareholders’ agreement, Endesa Américas holds a majority of the voting rights and is allowed to appoint the majority of the Board members and, therefore, controls Emgesa. We beneficially own 37.7% of Emgesa. For more information, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

Edegel (Peru)*

Edegel, an electricity generation company, owns and operates seven hydroelectric plants and two thermal plants, with a consolidated installed capacity of 1,685 MW. In October 2009, Endesa Américas purchased an

 

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additional 29.4% stake in Edegel from Generalima, S.A.C., one of our subsidiaries, and as a result of this transaction, increased its ownership interest from 33.1% to 62.5%. In September 2014, we acquired a 39.0% stake that Inkia Americas Holdings Limited held in Generandes Perú S.A., a company that held a 54.2% stake of Edegel. With this transaction, we increased our economic interest in Edegel from 37.5% to 58.6%.

Edegel holds 80% of the shares of Chinango S.A.C. and Peruana de Energía S.A.A. (an unaffiliated entity) owns the remaining 20% of the shares.

EEPSA (Peru)*

EEPSA has 298 MW of generation capacity, consisting of two thermal plants, Malacas and Malacas II, both of which are located in the province of Talara-Piura, which operate using locally produced natural gas. We beneficially own 96.5% of EEPSA.

Distribution Segment

The following companies include distribution companies consolidated by us as of December 31, 2015.

Edesur (Argentina)

Edesur is one of the largest electricity distribution companies in Argentina in terms of energy purchases. Edesur operates in a concession area of 3,309 square kilometers in the south-central part of the Buenos Aires metropolitan area, serving approximately 2.5 million customers under a concession that expires in 2087. Our economic interest in Edesur is 71.6%.

Ampla (Brazil)

Ampla is the second largest electricity distribution company in the State of Rio de Janeiro, Brazil, in terms of number of customers and annual energy sales. Ampla is mainly engaged in the distribution of electricity to 66 municipalities located in the State of Rio de Janeiro, and serves 2.9 million customers in a concession area of 32,615 square kilometers. As of December 31, 2015, Ampla had a concession that expires in 2026. We have a 92.0% economic interest in Ampla.

Coelce (Brazil)

Coelce is the sole electricity distributor of the State of Ceará, located in the northeastern part of Brazil, and serves over 3.7 million customers within a concession area of 148,825 square kilometers. As of December 31, 2015, Coelce had a concession that expires in 2027. Prior to 2014, our economic interest in Coelce was of 49.2%, and as a result of the voluntary tender offer completed in May 2014, our shareholding increased to 64.9%.

Codensa (Colombia)

Codensa is a Colombian electricity distribution company that serves a concession area of 14,456 square kilometers in Bogotá and 96 other municipalities of the provinces of Cundinamarca, Tolima and Boyacá, serving approximately 2.8 million customers. Our economic interest in Codensa, held directly and indirectly through Chilectra Américas, is 48.4%, which represents 57.2% of the voting rights in Codensa, and as a result of this and pursuant to a shareholders’ agreement we appoint the majority of Codensa’s Board members, and therefore, have control over Codensa. For more information regarding the control and consolidation of Codensa, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results. — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

 

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Edelnor (Peru)

Edelnor, a Peruvian electricity distribution company, operates in a concession area of 1,517 square kilometers. It has an exclusive concession to distribute electricity in the northern part of the Lima metropolitan area, as well as some provinces in the Lima region, including Huaral, Huaura, Barranca and Oyón, and the adjacent province of Callao. As of December 31, 2015, Edelnor distributed electricity to approximately 1.3 million customers. We hold a 75.5% economic interest in Edelnor.

Selected Related and Jointly-Controlled Companies

Yacylec (Argentina)

Yacylec is an Argentine electricity transmission company. As of December 31, 2015, Yacylec had a concession that expires in 2088. The Yacylec transmission system consists of:

 

    Three 500 kV transmission lines, 4 kilometers each in length, from the Hidroeléctrica Yaciretá power station to the Rincón de Santa María transformer station.

 

    The 500 kV Rincón de Santa María transformer station, located in the province of Corrientes.

 

    A 500 kV transmission line (296 kilometers long) from the Rincón de Santa María transformer station to the Resistencia transformer station, and an expansion of the Resistencia transformer station, located in the province of Chaco.

 

    A communications system.

Our economic interest in Yacylec is 22.2%.

 

D. Property, Plant and Equipment.

Our property, plant and equipment are concentrated primarily on electricity generation, distribution and transmission assets in the four countries in which we operate.

Property, Plant and Equipment of Generating Companies

We conduct our generation and transmission businesses directly and through our subsidiaries, Endesa Américas and Enel Brasil. Endesa Américas combines revenues from other non-wholly-owned generation companies in Argentina, Colombia and Peru, which in turn own 26 additional generation power plants. We conduct our Brazilian operations through Enel Brasil and consolidate revenues from two generation power plants. In addition, we directly consolidate revenues from two other non-wholly-owned generation companies, which own two generation power plants, one in Argentina and one in Peru. As a result, we have an aggregate of 30 power plants in South America. Through Enel Brasil, we also own and operate a transmission system consisting of two 500 kilometer 2,100 MW transmission lines that link Rincón de Santa María in Argentina with Itá in the State of Santa Catarina in Brazil.

A substantial portion of our generating subsidiaries’ cash flow and net income is derived from the sale of electricity produced by our electricity generation facilities. Significant damage to one or more of our main electricity generation facilities or interruption in the production of electricity, whether as a result of an earthquake, flood, volcanic activity or any other such cause, could have a material adverse effect on our operations.

Our electricity generation facilities are insured against damage due to earthquakes, fires, floods, other acts of god (but not for droughts, which are not force majeure risks, and are not covered by insurance) and from damage due to third-party actions, based on the appraised value of the facilities as determined from time to time by an independent appraiser. Based on geological, hydrological and engineering studies, management believes

 

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that the risk of an event with a material adverse effect is remote. Claims under our generating subsidiaries’ insurance policies are subject to customary deductibles and other conditions. We also maintain business interruption insurance providing coverage for the failure of any of our facilities for a period of up to 24 months, including the deductible period. The insurance coverage taken for our property is approved by each company’s management, taking into account the quality of the insurance companies and the needs, conditions and risk evaluations of each generating facility, and is based on general corporate guidelines. All insurance policies are purchased from reputable international insurers. We continuously monitor and meet with the insurance companies in order to obtain what we believe is the most commercially reasonable insurance coverage.

The following table identifies the power plants that we own, at the end of each year, by country and their basic characteristics:

 

               Installed Capacity
As of December 31,
 

Country/Company

  

Power Plant Name

  

Power Plant Type

       2015              2014              2013      
               (in MW)  

Argentina

        

Costanera(1)

              
   Costanera Steam Turbine    Steam Turbine/Natural Gas+Fuel Oil      1,131         1,131         1,131   
   Costanera Combined Cycle II    Combined Cycle/Natural Gas+Diesel Oil      851         851         851   
   Buenos Aires Combined Cycle I    Combined Cycle/Natural Gas      322         322         322   
        

 

 

    

 

 

    

 

 

 
  

Total

        2,304         2,304         2,304   

El Chocón

              
   Chocón    Reservoir      1,200         1,200         1,200   
   Arroyito    Pass-through      128         128         128   
        

 

 

    

 

 

    

 

 

 
  

Total

        1,328         1,328         1,328   

Dock Sud

              
   Dock Sud CC    Combined Cycle/Natural Gas+Diesel Oil      798         798         798   
   Dock Sud TG    Gas Turbine/Natural Gas+Diesel Oil      72         72         72   
        

 

 

    

 

 

    

 

 

 
  

Total

        870         870         870   
        

 

 

    

 

 

    

 

 

 

Total capacity in Argentina

           4,502         4,502         4,502   
        

 

 

    

 

 

    

 

 

 

Brazil

              

Cachoeira Dourada

   Cachoeira Dourada    Pass-through      665         665         665   

Fortaleza

   Fortaleza    Combined Cycle/Gas      322         322         322   
        

 

 

    

 

 

    

 

 

 

Total capacity in Brazil

           987         987         987   
        

 

 

    

 

 

    

 

 

 

 

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            Installed Capacity
As of December 31,
 

Country/Company

 

Power Plant Name

 

Power Plant Type

      2015             2014             2013      
            (in MW)  

Colombia

         

Emgesa

         
  Guavio   Reservoir     1,213        1,213        1,213   
  Paraíso   Reservoir     276        276        276   
  La Guaca   Pass-through     325        325        325   
  Termozipa   Steam Turbine/Coal     236        236        236   
  Cartagena   Steam Turbine/Natural Gas     208        208        208   
  Minor plants(2)   Pass-through     57        57        77   
  Betania   Reservoir     541        541        541   
  Dario Valencia(3)   Pass-through     150        150        50   
  Salto II(4)   Pass-through     35        35        —     
  Laguneta(5)   Pass-through     18        18        —     
  Quimbo(6)   Reservoir     400        —          —     
     

 

 

   

 

 

   

 

 

 

Total capacity in Colombia

        3,459        3,059        2,926   
     

 

 

   

 

 

   

 

 

 

Peru

         

Edegel

         
  Huinco(7)   Pass-through     268        247        247   
  Matucana(8)   Pass-through     137        137        133   
  Callahuanca(7)   Pass-through     84        80        80   
  Moyopampa(7)   Pass-through     69        66        66   
  Huampani   Pass-through     30        30        30   
  Santa Rosa(7)(9)(10)   Gas Turbine/Diesel Oil     419        413        305   
  Ventanilla(7)   Combined Cycle/Natural Gas     484        485        485   
     

 

 

   

 

 

   

 

 

 
 

Total

      1,491        1,458        1,346   

Chinango

         
  Yanango   Pass-through     43        43        43   
  Chimay(7)   Pass-through     152        151        151   
     

 

 

   

 

 

   

 

 

 
 

Total

      195        194        194   

EEPSA

  Malacas(11)(12)   Gas Turbine/Natural Gas+Diesel Oil     298        297        302   
     

 

 

   

 

 

   

 

 

 
 

Total

      298        297        302   
     

 

 

   

 

 

   

 

 

 

Total capacity in Peru

        1,984        1,949        1,842   
     

 

 

   

 

 

   

 

 

 

Consolidated capacity

        10,932        10,497        10,257   
     

 

 

   

 

 

   

 

 

 

 

(1) Values for 2013, 2014 and 2015 were modified and correspond to values reported to CAMMESA (Argentina TSO).
(2) Minor plants have an aggregate capacity of 57 MW. As of December 31, 2015 and 2014, Emgesa owned and operated three minor plants: Charquito (19.5 MW), El Limonar (18 MW) and Tequendama (19.5 MW). In March 2014, the San Antonio (19.5 MW) plant was decommissioned.
(3) In November 2013, the Dario Valencia power plant began commercial operations with 50 MW of installed capacity. During 2014 unit 1 (January) and unit 5 (April) also began commercial operations, adding 100 MW of capacity. This power plant is part of the Salaco Hydroelectric project, together with the El Limonar, El Salto II and Laguneta power plants.

 

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(4) In June 2014, the El Salto II (35 MW) power plant began commercial operations.
(5) In December 2014, the Laguneta (18 MW) power plant began commercial operations.
(6) In November 2015, El Quimbo (400 MW) power plant began commercial operations.
(7) The variation in the installed capacity of this power plant in 2015 was the result of tests performed by COES.
(8) The Matucana power plant increased its installed capacity by 4 MW in June 2013 and by 4 MW in July 2014 as a result of tests performed by COES.
(9) The variation in the installed capacity of this power plant in 2014 was the result of tests performed by COES.
(10) In October 2013, unit TG 7 (121 MW) of the Santa Rosa power plant was decommissioned and in December 2014 it began commercial operations again.
(11) As a result of the 2013 capital increase, we began consolidating EEPSA as of April 2013. In August 2014, unit TG 1 (11.7 MW) of the Malacas power plant was decommissioned.
(12) Includes the installed capacity (193 MW) of the Reserva Fría de Talara power plant.

As of December 31, 2015, we received the ISO 14,001 certification for 96.3% of our installed capacity in South America, which included all of our generation facilities that produced 99.1% of the total annual generation in accordance with the this standard.

Property, Plant and Equipment of Transmission and Distribution Companies

We have significant interests or investments in electricity distribution. The description for each distribution company is included in this “Item 4. Information on the Company.” The table below describes our main equipment used for our distribution business, such as transmission lines, substations, distribution networks and transformers.

We are insured against damage to substations, transformers that are within the substations, the distribution network that is less one kilometer from the substations and administrative buildings. Risks covered include losses caused by fires, explosions, earthquakes, floods, lightning, damage to machinery and other such events. Insurance policies include liability clauses, which protect our companies from complaints made by third parties.

Transmission lines and the equipment attached to them do not qualify as insurable assets for property damage, although they have insurance policies including civil liability clauses for damages against third parties caused by these transmission installations. These criteria apply in the case of the Argentina-Brazil interconnection line, our main transmission asset, for which there is insurance coverage for damage to the assets and civil liability for the Garabí conversion station, the Argentina/Brazil connection substations and up to one kilometer of lines from the substations. Only third-party liability coverage is applicable for the rest of the transmission lines.

TABLE OF DISTRIBUTION FACILITIES

General Characteristics

 

         Location            Concession Area          Transmission
Lines(1)
 
         2015      2014      2013  
            (in km2)      (in kilometers)  

Edesur

     Argentina         3,309         1,120         1,115         1,115   

Ampla

     Brazil         32,615         2,401         2,351         2,363   

Coelce

     Brazil         148,920         5,316         5,069         4,875   

Codensa(2)

     Colombia         14,456         1,247         1,247         1,247   

Edelnor

     Peru         1,517         573         534         501   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total

                    200,818                     10,657                 10,316                 10,101   
     

 

 

    

 

 

    

 

 

    

 

 

 

 

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(1) The transmission lines consist of circuits with voltages in the 27-220 kV range.
(2) The concession area figure differs from previous disclosures. Amounts were updated following a review in 2014 of the territorial area of municipalities, conducted by National Administrative Department of Statistics (“DANE” in its Spanish acronym).

Power and Interconnection Substations and Transformers(1)

 

    Year ended December 31,  
    2015     2014     2013  
    Number of
Substations
    Number of
Transformers
    Capacity
(MVA)
    Number of
Substations
    Number of
Transformers
    Capacity
(MVA)
    Number of
Substations
    Number of
Transformers
    Capacity
(MVA)
 

Edesur

    71        180        12,424        70        174        11,949        67        170        11,599   

Ampla

    117        220        4,725        117        225        4,658        117        223        4,695   

Coelce

    111        179        2,955        108        175        2,807        106        170        2,620   

Codensa

    61        238        9,448        61        233        8,955        61        231        8,875   

Edelnor

    35        84        3,806        35        81        3,621        33        76        3,325   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    395        901        33,357        391        888        31,990        384        870        31,114   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Voltage of these transformers is in the range of 500 kV (high voltage) and 7 kV (medium voltage).

Distribution Network — Medium and Low Voltage Lines(1)

 

    Year ended December 31,  
    2015     2014     2013  
        Medium Voltage             Low Voltage             Medium Voltage             Low Voltage             Medium Voltage             Low Voltage      
                (in Kilometers)              

Edesur

    7,872        17,018        7,577        16,541        7,417        16,021   

Ampla

    35,211        18,394        34,649        17,858        34,000        17,858   

Coelce

    84,290        50,223        83,318        49,718        82,244        48,951   

Codensa

    20,266        28,270        20,016        28,136        19,902        27,825   

Edelnor

    4,484        22,267        4,308        21,819        4,191        21,402   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    152,123        136,172        149,868        134,072        147,754        132,057   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Medium voltage lines: 7 kV - 34.5 kV; low voltage lines: 380-110 V.

Transformers for Distribution(1)

 

     Year ended December 31,  
     2015      2014      2013  
     Number of
    Transformers    
         Capacity    
(MVA)
     Number of
    Transformers    
         Capacity    
(MVA)
     Number of
    Transformers    
         Capacity    
(MVA)
 

Edesur

     20,487         6,159         22,155        6,062         22,912         5,918   

Ampla

     120,387         4,858         118,358        4,666         115,024         4,483   

Coelce

     145,686         4,806         142,837        4,719         140,336         4,655   

Codensa

     69,490         9,379         68,594        9,147         67,727         8,710   

Edelnor

     10,758         1,774         10,532        1,699         10,368         1,617   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     366,808         26,976         362,476        26,293         356,367         25,383   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Voltage of these transformers is in the range of 34.5 kV (medium voltage) and 110 V (low voltage).

 

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Project Investments

The total investment for each project described below was translated into Chilean pesos at the exchange rate of Ch$ 710.16 per U.S. dollar, the U.S. dollar Observed Exchange Rate as of December 31, 2015. Budgeted amounts include connecting lines that could eventually be owned by third parties and paid as tolls, unless otherwise indicated.

Investment Projects Completed during 2015

El Quimbo Hydroelectric Project (Colombia)

El Quimbo hydroelectric project is located in the province of Huila, southeast of Bogotá, using the flows of the Magdalena and Suaza Rivers, upstream of the Betania power plant. The project has two generation units and a total installed capacity of 400 MW. The estimated average generation is 2,216 GWh per year, with a flooded reservoir area of 8,250 hectares.

On October 6, 2015, the Colombian government enacted the Decree No. 1979/2015, which authorizes energy generation for El Quimbo starting from October 7, 2015. On November 16, 2015, El Quimbo began its commercial operations. On December 15, 2015, the Colombian Constitutional Court declared Decree No. 1979/2015 unconstitutional on the grounds that the injunction issued by the Administrative Tribunal of Huila was still in effect. Emgesa therefore suspended operations of El Quimbo as of midnight on December 16, 2015. On January 10, 2016 at midnight, El Quimbo resumed its commercial operations following a court decision allowing El Quimbo to restart operations on a temporary basis.

This project was financed primarily with external sources, through local and international bonds. The estimated total investment accrued as of December 31, 2015 was Ch$ 683,879 million.

Projects Under Development

We continuously analyze different growth opportunities in the countries in which we participate. Currently, we are studying and assessing our project portfolio, focusing on constructing smaller, less invasive power plants. These plants are constructed faster, allow greater flexibility to activate or deactivate according to system needs, and are generally more acceptable to area residents. Additionally, an additional focus will be placed on the development of renewable technologies. Thus, the expected start-up for each project is continuously assessed and will be defined based on the commercial opportunities and our financing capacity to fund these projects. The most relevant projects in the pipeline are as follows:

Generation and Transmission Business

Curibamba Hydroelectric Project (Peru)

Curibamba consists of a 188 MW run-of-the-river power plant and a 134 km transmission line that will connect it to SEIN at the Pachachaca substation (220 kV). This power plant will be located 385 km northeast of Lima, which is upstream from the Chimay hydroelectric power plant (province of Junín), and will use the waters of the Comas and Uchubamba Rivers through an 8.1 km penstock.

During 2015, we continued with the bidding process for the project’s main contracts (civil works, equipment supply and electrical interconnection), and we started the studies required for obtaining prior permits to the project construction.

Currently, the project has a generation concession for the power plant, an approved Environmental Impact Study, and compliance certificates stating the non-existence of archaeological remains, both for the power plant and the transmission line.

In January 2015, the Peruvian Ministry of Energy and Mining approved the 2015—2024 Binding Transmission Plan. The connection of the power plant is being reviewed as the 2015—2024 Binding Transmission Plan allows the project to be connected to a closer substation. During 2015, the Pre-Operation

 

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Study for the connection to the Yanango Substation, located 40 km from the project, was approved as well as the extension of the validity of the environmental impact study of the power plant. We anticipate our participation in hydroelectric bids that the Peruvian government expects to hold in the future and are currently pending of tender date.

The construction is expected to start in 2016 and last until 2021 as per the timeline in the definitive concession schedule. The construction is expected to last until 2021. This project is being financed primarily with internally generated funds, with an estimated total investment of Ch$ 424,321 million, of which Ch$ 18,177 million has been accrued as of December 31, 2015.

Distribution Business

Argentina

In 2015, Edesur invested Ch$ 145 billion in over 513 construction works, enabling an increase in the power carried by the network by 475 MVA. These increases are due to the repowering of Bosques, Caballito, Calzada, Gerli, Gutiérrez, Pérez Galdós, Piñeyro, Santa Rita, Sarandí and Transradio substations. These construction works are complemented by their respective medium voltage distribution networks.

In addition, the installation of medium voltage cables for the three 35 MVA substations acquired in 2014 and located in Azcuénaga, Liniers and Santa Rita were finalized.

For medium and low voltage, 83 transformation centers were installed and/or renovated.

In 2015, Edesur implemented the following contingency plans to cope with extreme temperatures that affected energy consumption: the “2015 Winter Plan” and “2015-2016 Summer Plan”, which established contingency plans, preventive and corrective maintenance of facilities and networks, deepening communication plans, plans of allocation and reallocation of human resources to emergency conditions and implementation of the Emergency Center to manage movement, availability and fuel supplies for generators.

During 2015, a new control and data acquisition systems were installed, which allows monitoring and remote operations of high voltage facilities and equipment of high/high voltage substations and high/medium voltage substations (SCADA system).

In addition, the first stage of the STM system (SCADA for the medium voltage network) was developed and it is expected to begin production in 2016.

Brazil

In 2015, Ampla invested a total of Ch$ 158 billion, allocated to implementing new connections, improving the quality of distribution networks and carrying out projects to reduce energy losses. Ampla invested in control systems, through the use of technology and social activities.

Coelce invested Ch$ 89 billion targeted at satisfying network and connection needs of clients and to support the recent sustained growth in demand in the State of Ceará.

Colombia

In 2015, Codensa invested Ch$ 108 billion, of which Ch$ 61 billion was used for the expansion mainly focused on connections to new clients and networks to improve service quality. In addition, Ch$ 47 billion was invested in projects meant to ensure the sustainability of the distribution business, meet load increases, comply with legal requirements, provide corrective maintenance, improve public lighting infrastructure, invest in systems and communications.

 

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Peru

In 2015, Edelnor invested Ch$ 98 billion, representing an increase of 13% in comparison to 2014. The most important investments were the extension of capacity of transformation substations and transmission lines including works for the new Malvinas, Philadelphia and Comas substations (Ch$ 29 billion), the extension and strengthening of medium and low voltage networks (Ch$ 26 billion), the extension of capacity in feeders in medium and low voltage (Ch$ 6 billion), the assistance/electrification of new projects for the extension of electric networks in shanty towns (Ch$ 6 billion), the safety improvement in facilities (Ch$ 11 billion), the improvement in public lighting infrastructure (Ch$ 2 billion) and other investments focused on reducing commercial losses (Ch$ 3 billion).

Major Encumbrances

Costanera’s supplier debt with Mitsubishi Corporation (“MC”) corresponds to the remaining payments on equipment purchased from MC in November 1996, which was refinanced in October 2014. The value of the assets pledged to secure this debt was Ch$ 10.8 billion as of December 31, 2015. Additionally, Costanera has granted liens in favor of Credit Suisse in guarantee of a loan, which were valued at Ch$ 3.1 billion as of December 31, 2015.

Climate Change

In recent years, the countries in which we operate have seen an increase of developments related to NCRE and strategies to combat climate change. This has required both the public and private sectors to adopt strategies in order to comply with the new environmental requirements, as evidenced by legal obligations at the local level, commitments assumed by countries at the international level, and the demanding requirements of the international markets.

NCREs provide energy with minimal environmental impact and with almost no CO2 emissions. They are therefore considered technological options that strengthen sustainable energy development as they supplement the production of traditional generators.

The Callahuanca hydroelectric power station (80.2 MW in operation since 1938) is the NCRE facility that we own, and which has contributed clean and renewable energy to its national grid. Regarding the development of CO2 emission reduction mechanisms, the projects in the Clean Development Mechanism (“CDM”) circuit were as follows:

Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project: On June 20, 2011, the UNFCCC approved the registration of this project in Peru as a CDM for 7 years, which term is subject to renewal, which recognizes that it may verify and trade the greenhouse gas emissions that it will be avoided during its useful life.

On October 31, 2013, the Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project obtained the registration/verification under the Voluntary Emission Reductions (“VER”) + standard. A total amount of 2,496,494 tons of CO2 were avoided during the period of October 19, 2006 through June 19, 2011. As a result, Edegel received credit for 2,496,494 tons of CO2 emissions in the form of pre-CDM VERs. Additionally, in June 2014, 7,314 tons of CO2 of VERs were negotiated at a value of €0.5 per tons of CO2 as part of the voluntary neutralization policy of the group.

The Rehabilitation of the Callahuanca Hydroelectric Power Station Project: On January 4, 2008, the UNFCCC approved the registration of this project in Peru as a CDM for 7 years, which term is subject to renewal, which recognizes that it may verify and trade the greenhouse gas emissions that it will be avoided during its useful life.

On July 7, 2008 the Rehabilitation of the Callahuanca Hydroelectric Power Station Project obtained the registration/verification under the VER + standard. A total amount of 19,951 tons of CO2 were avoided during 2007. As a result, Edegel received credit for 19,949 tons of CO2 emissions in the form of pre-CDM VERs.

 

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Detail of CDM Projects Processed in 2015

 

CDM project

  

Company/country

  

Position as of December 31, 2015

   Emission factor
(tons
CO2e/MWh)
   Approximate
emissions avoided
(tons CO2e/year)(1)
Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project    Edegel (Peru)    Registered with the Executive Authority of the UNFCCC since 2011. CDM procedure implemented.    0.454    407,296
Ventanilla Conversion from Single-Cycle to Combined-Cycle Power Generation Project    Edegel (Peru)    Registered with the VER + Standard (Voluntary Standard) since October 2013.    0.454    407,296
Rehabilitation of the Callahuanca hydroelectric power station    Edegel (Peru)    Registered with the Executive Authority of the UNFCCC since 2008. CDM procedure implemented.    0.449    18,189
Rehabilitation of the Callahuanca hydroelectric power station    Edegel (Peru)    Registered with the VER + Standard (Voluntary Standard) since July 2008.    0.449    18,189

 

(1) Obtained from the PDD (Project Design Document) of each project.

It is expected that our climate change guidelines will be similar to the current Enel group climate change guidelines as part of our commitment to combat climate change.

In compliance with the group climate change guidelines, Edegel has secured the certification of its carbon footprint for a fourth time. The Spanish Association of Standards and Certification (Asociación Española de Normalización y Certificación or “AENOR”), an independent certification authority, acknowledged the validity of the methodology. Acknowledgement by AENOR includes verification of the group’s carbon footprint reports from 2009 to 2014. A carbon footprint is the sum of all greenhouse gases (“GHGs”) produced by a company in the course of its business activity. The first step involves measuring our carbon footprint.

The tools used to calculate emissions in Edegel include audits at its facilities. This enables Edegel to monitor carbon footprint in all installations associated with the generation of electrical energy. Calculating the carbon footprint also enables Edegel to identify phases of its activities with the greatest potential to reduce emissions.

As part of the process of calculating our carbon footprint, we plan to obtain a GHG inventory, including direct emissions associated with activities controlled by us. We also plan to obtain a GHG inventory of indirect emissions, which are not generated through sources we control but are consequences of our activities.

 

Item 4A. Unresolved Staff Comments

None

 

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Item 5. Operating and Financial Review and Prospects

 

A. Operating Results.

General

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto, included in Item 18 in this Report, and “Selected Financial Data,” included in Item 3 herein. Our audited consolidated financial statements as of December 31, 2015 and 2014 and for the three years ended December 31, 2015 have been prepared in accordance with IFRS, as issued by the IASB.

 

1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company

We are an electricity company that owns and operates generation, transmission and distribution companies in Argentina, Brazil, Colombia and Peru. Virtually all of our revenues, income and cash flows come from the operations of our subsidiaries, jointly-controlled companies and associates in these countries.

Factors such as (i) hydrological conditions, (ii) fuel prices, (iii) regulatory developments, (iv) exceptional actions adopted by governmental authorities and (v) changes in the economic conditions in countries in which we operate may materially affect our financial results. In addition, our results from operations and financial condition are affected by variations in the exchange rates between the Chilean peso and the currencies of the countries in which we operate. These exchange variations may materially impact the consolidation of the results of our companies. We have certain critical accounting policies that affect our consolidated operating results.

Our diversification strategy aims to balance the impact of significant changes in one country with opposing changes in other countries, or within generation and distribution, in order to reduce, as much as practicable, the adverse impact of variations in the main factors that affect our consolidated operating results. The impact of these factors on us, for the years covered by this Report, is discussed below.

While we directly own less than 21.6% of the equity interests and 25.1% of the voting rights of Emgesa as of the date of this Report, Emgesa is regarded as our subsidiary because of Endesa Américas’ control over Emgesa. Endesa Américas directly owns 26.9% of the equity interest and 31.3% of the voting rights of Emgesa (through the ownership of shares with voting rights). Although Endesa Chile directly owns less than 50% of the equity interest and the voting rights of Emgesa, Endesa Américas is deemed to exercise control over Emgesa as a result of the transfer of 25.1% of the voting rights to Endesa Américas by us and pursuant to a shareholders’ agreement with Empresa de Energía de Bogotá S.A (which owns 51.5% of the equity interest in Emgesa) signed on August 27, 1997. The transfer of the voting rights originated with a prior owner of the 21.6% equity interest and has been continued with each subsequent owner (currently Enersis Américas). The shareholders’s agreement along with the voting rights transferred to Endesa Américas, gives it the right to appoint a majority of Emgesa’s Board members and, therefore Endesa Américas consolidates Emgesa in its consolidated financial statements.

On October 23, 1997, Enersis and Chilectra acquired 48.4% of the equity interest in Codensa through an international public bidding process held by the Colombian government. The remaining interest is held by EEB. As of the date of this Report, we own 48.4% of the equity interest and 57.2% of the voting rights of Codensa (through the ownership of shares with voting rights) both directly and indirectly through our ownership of Chilectra Américas. While we own less than 50% of the equity interests, Codensa is regarded as our subsidiary because of our voting rights. Pursuant to a shareholders’ agreement with EEB (which owns 51.6% of the equity interest in Codensa) signed on October 23, 1997, we have the right to appoint the majority of Codensa’s Board members and, therefore, we continue to consolidate Codensa in our consolidated financial statements.

Since April 1, 2013, we have consolidated certain companies contributed by Endesa Spain to us in connection with our 2013 capital increase, which affected the comparison of results of operations for the years ended December 31, 2014 and 2013.

 

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a. Generation and Transmission Business

Our electricity generation and transmission business is conducted in Argentina through Costanera, El Chocón and Dock Sud, in Brazil through Cachoeira Dourada, Fortaleza and CIEN in Colombia through Emgesa, and in Peru through Edegel and EEPSA. A substantial part of our generation capacity depends on the hydrological conditions prevailing in the countries in which we operate. Our installed capacity as of December 31, 2015, 2014 and 2013 was 10,932 MW, 10,497 MW and 10,257 MW, respectively. In those years, our hydroelectric installed capacity represented 53.0%, 51.1% and 50.9% of our total installed capacity, respectively. See “Item 4. Information on the Company – D. Property, Plant and Equipment.”

Hydroelectric generation was 22,171 GWh, 22,439 GWh and 20,979 GWh in 2015, 2014 and 2013, respectively. Our hydroelectric generation in 2015 was 1.2% lower than in 2014 mainly due to less favorable hydrological conditions in Brazil and Colombia, partially offset by better hydrological conditions in Argentina and Peru.

In the countries in which we operate, hydrological conditions can range from very wet to extremely dry. In between these two extremes, there are a wide range of possible hydrological conditions. For instance, a new year of drought has very different impacts on our business, depending on whether it follows several years of drought or a period of abundant rainfall. On the other hand, a good hydrological year has less marginal impact if it comes after several wet years than after a prolonged drought.

In Argentina, the months that typically have the most precipitation are May through August, and the months when snow and ice melts typically occur from October through December, providing flow to the Collon Cura and Limay Rivers which feed El Chocón’s reservoir and hydroelectric plant, located in southwestern Argentina, in the Comahue region.

Brazil has several river basins, with waterfalls that are used for hydroelectric generation. Most of Brazil’s rivers are fed primarily from rainfall. Due to its tropical weather, rainfall is mostly concentrated in summer from November through May, and it is lightest during the winter. These hydrological conditions prevail in southern Brazil at the Paranaiba River at the Parana basin, where our subsidiary, Cachoeira Dourada hydroelectric plant is located.

Hydrological conditions in Colombia vary significantly throughout the different regions and depend on geographical conditions and topography. There are two rainfall patterns. One is characterized by two rainy periods separated by a drier season, that is observed in the Andean region and in the center of the country, the most populated area and the center of economic activity, where all our hydroelectric plants, except the Guavio plant, are located. The second pattern is characterized by a rainy season followed by a drier season, which is observed in the Orinoquia region (eastern part of the country), where our largest hydroelectric plant, Guavio (1,213 MW), is located and its hydrological conditions are influenced by the Amazon.

Hydrological conditions in Peru also vary significantly depending on the location. The coast, which concentrates most of the population and economic activity, typically has less rainfall than the rest of the country. In the Andean mountains, rainfall typically is most abundant from November through March, providing flow to the basin of the Rimac River, feeding five of our seven hydroelectric plants. The jungle area also has most of its rainfall in the same period but in larger volumes, feeding the Tarma and Tulumayo River basins, where our other two hydroelectric plants are located.

For purposes of discussing the impact of hydrological conditions on our business, we generally categorize our hydrological conditions into dry, wet or normal, although there are many other possible scenarios. Extreme hydrological conditions may materially affect our operating results and financial conditions. However, it is difficult to calculate the effects of hydrology on our operating income, without also taking into account other factors, because our operating income can only be explained by looking at a combination of factors and not individually on a stand-alone basis.

 

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Hydrological conditions affect electricity market prices, generation costs, spot prices, tariffs and the mix of hydroelectric or thermal generation, which is constantly being defined by the market operator to minimize the operating cost of the entire system. Pass through hydroelectric generation is almost always the least expensive method to generate electricity and normally has a marginal cost close to zero. However, authorities might assign a cost for the use of water of reservoirs, which may lead to hydroelectric generation not necessarily being the lowest marginal cost. The cost of thermal generation does not depend on hydrological conditions but instead on international commodity prices for LNG, coal, diesel and fuel oil.

Spot prices primarily depend on hydrological conditions and commodity prices. Under most circumstances, abundant hydrological conditions lower spot prices while dry conditions normally increase prices. Spot market prices affect us because we purchase electricity in the spot market in case that we have deficits between our contracted energy sales and our generation, and we sell electricity in the spot market if we have electricity surpluses.

There are many other factors that may affect operating income, including the level of contracted sales, purchases/sales in the spot electricity market, commodity prices, energy demand, technical and unforeseen problems that can affect the availability of our thermal plants, plant locations in relation to urban demand centers, and transmission system conditions, among others.

Hydrological conditions do not have an isolated effect but need to be evaluated in conjunction with other factors to better understand the impact on our operating results.

Argentina is a controlled market, with a defined remuneration scheme and no energy and commodity trading. Market prices are unrelated to hydrological conditions or commodity prices. There is no electricity market since free bilateral trading has been suspended. As a consequence, El Chocón sells most of its energy to the market operator at the regulated price, which is not affected by hydrological conditions and its results depend mainly on the amount of electricity it generates. In 2015, El Chocón’s generation increased, resulting in a higher operating income than during the same period in 2014, primarily as a result of better hydrological conditions in the Comahue region. Hydrological conditions were better during 2014 than 2013 for El Chocón but because of the devaluation of the Argentine peso in relation to the Chilean peso, operating income was similar to that in 2013. Costanera and Dock Sud are thermal plants, and therefore their operating results depend on their own thermal generation.

In Brazil, there is an electricity relocation mechanism that provides financial protection against hydrological risks for hydroelectric generators. The market operator defines which hydroelectric plants generate electricity to minimize the system cost and the generators with deficits buy energy from the generators with surpluses at a defined price, the marginal operating cost is set annually by ANEEL. All hydroelectric generators that participate in the Electricity Reallocation Mechanism (“MRE” in its Portuguese acronym), participate in the overall hydroelectric generation dispatched in proportion to their assured energy, regardless their contracted sales. Since 2014, drought has affected all hydroelectric generators that participate in the MRE, and the overall hydroelectric generation system has not been able to cover the assured energy; therefore, hydroelectric generators, including our subsidiaries, buy additional energy in the spot market, at higher prices. Operating results of Cachoeira Dourada were adversely affected in 2014 and 2015 compared to 2013. However, during 2015, Cachoeira Dourada reduced its exposure to the spot market with a positive impact in operating results. Operating income was negatively affected by devaluation of the Brazilian real in relation to the Chilean peso in 2015, and positively by its appreciation in 2014. Fortaleza is a thermal plant, and its results depend mainly on its thermal generation, its generation costs, energy purchase cost and its commercial policy.

In Colombia, hydrological conditions in 2015 and 2014 were influenced by El Niño phenomenon which resulted in drought conditions for the whole system with very high spot prices. However, hydrological conditions affecting our Guavio hydroelectric plant were wet, allowing Emgesa to compensate for the lower hydroelectric generation of its other hydroelectric plants affected by the drought in 2015. In 2014, Emgesa increased its

 

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hydroelectric generation compared to 2013. In 2015 and 2014, Emgesa increased its contracted sales and was able to sell its surpluses on the spot market at higher prices, positively affecting Emgesa’s operating income in both years. Operating income was negatively affected by the devaluation of the Colombian peso in relation to the Chilean peso in 2015, and positively by its appreciation in 2014.

In Peru, since 2013, hydrological conditions have been better than the historical average, allowing slightly higher hydroelectric generation, which combined with a drop in commodity prices, the slowing economic growth rate and delays in mining projects, has resulted in electricity oversupply, and even lower spot prices. In 2015, Edegel generated more energy than its contracted sale requirements, despite a decrease in its thermal generation, due to the lower demand of one of its main mining customers. Edegel’s energy surplus is sold on the spot market at a lower price, with negative impact on operating income, which was partially offset by appreciation of the Peruvian sol in relation to the Chilean peso in 2015. Operating income in 2014 was higher than in 2013, mainly due to higher physical sales to regulated customers and being able to purchase energy on the spot market at lower prices. EEPSA is a thermal plant, and its results depend mainly on its generation, its generation costs, energy purchase costs and its commercial policy.

 

b. Distribution Business

Our electricity distribution business is conducted in Argentina through Edesur, in Brazil through Ampla and Coelce, in Colombia through Codensa, and in Peru through Edelnor. For the year ended December 31, 2015, electricity sales increased by 1.6% compared to 2014, totaling 62,838 GWh. Currently, our distributors serve important South American cities, providing electricity to over 13 million customers. These companies face growing electricity demand, partly because of demographic growth and partly because of higher consumption, which obliges them to continually invest in their facilities.

In the distribution business, revenues are mainly derived from the resale of electricity purchased from generators. Revenues associated with distribution include the recovery of the cost of electricity purchased and the resulting revenue from the “Value Added from Distribution,” or VAD, which is associated with the recovery of costs and the return on the investment with respect to the distribution assets, plus the physical energy losses permitted by the regulator. Other revenues derived from our distribution services consist of charges for new connections and the maintenance and rental of meters, among others.

Among the key factors that impact financial results in the distribution business are regulations. This is especially true when the actions adopted by government authorities define or intervene with directly regulated customer tariffs, or affect the price at which distributors can buy their energy. Our ability to buy electricity relies highly on generation availability and to a lesser degree on regulation. In addition, we are focusing on reducing physical losses, especially those due to illegally tapped energy, and improving our collectability indices and our efficiency. The ability to buy electricity relies highly on generation availability and government regulation.

 

c. Selective Regulatory Developments

The regulatory framework governing our businesses in the countries in which we operate has a material effect on our operating results. In particular, regulators set (i) energy prices in the generation business, taking into consideration factors such as fuel costs, reservoir levels, exchange rates, future investments in installed capacity and demand growth, and (ii) distribution tariffs taking into account the costs of energy purchases paid by distribution companies (which distribution companies pass on to their customers) and the “VAD, all of which are intended to reflect investment and operating costs incurred by distribution and generation companies and to allow our companies to earn a regulated level of return on their investments and guarantee service quality and reliability. The earnings of our electricity subsidiaries are determined to a large degree by regulators, mainly through the tariff setting process.

The distribution tariff setting processes are carried out according to calendars defined by the regulators in each country. For example, in Colombia, Codensa’s tariff review is currently in progress and it is expected to

 

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conclude in 2016. In Peru, Edelnor’s tariffs will be reviewed in 2017, and in the case of Coelce and Ampla, the next review is expected in 2019. Each of these reviews presents its own particularities and challenges, since tariff reviews seek to capture distribution efficiency and economies of scale based on economic growth.

In Argentina, the Argentine Secretary of Energy published Resolutions No. 95/2013, No. 529/2014 and No. 482/2015, which set forth a regulated remuneration schedule for generators. In addition, the Secretary of Energy published several Resolutions, including Resolutions No. 250/2013 and No. 32/2015, oriented to increase distributor’s revenues to finance their higher operating costs since the tariff has been unchanged since 2008. On January 27, 2016, the Ministry of Energy and Mining enacted Resolution No. 6/2016 allowing increases in the tariff for the period February 2016 to April 2017.

For additional information relating to the Argentine regulatory frameworks or the regulatory frameworks in the countries where we operate, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework.”

 

d. Economic Conditions

Macroeconomic conditions, such as changes in employment levels and inflation or deflation in the countries in which we operate may have a significant effect on our operating results. Macroeconomic factors, such as the variation of a local currency against the U.S. dollar, may impact our operating results, as well as our assets and liabilities, depending on the amounts denominated in U.S. dollars. For example, a devaluation of local currencies against the U.S. dollar increases the cost of capital expenditure plans. For additional information, see “Item 3. Key Information — D. Risk Factors — Foreign exchange risks may adversely affect our results and the U.S. dollar value of dividends payable to ADS holders.” and “— South American economic fluctuations may affect our results from operations and financial condition as well as the value of our securities.”

In order to determine whether Argentina could be qualified as a hyperinflationary economy, we have considered the behavior of historical and projected inflation, along with other indicators established in IAS 29, Financial Reporting in Hyperinflationary Economies. We have also taken into consideration various analyses and studies issued by international agencies such as the International Practices Task Force of the SEC Regulations Committee, which have suggested that Argentina is not currently a hyperinflationary economy. In addition, we have checked with our peers in Argentina and, in that context, have noted that publicly held Argentine companies which adopted IFRS have not introduced adjustments to reflect inflation since the date of their transition to IFRS. In brief, we have not observed objective verifiable data leading to a conclusion that the Argentine economy should be considered a hyperinflationary economy in accordance with the indicators set forth in IAS 29.

Local Currency Exchange Rate

Variations in the parity of the U.S. dollar and the local currency in each of the countries in which we operate may have an impact on our operating results and overall financial position. The impact will depend on the level at which tariffs are pegged to the U.S. dollar, U.S. dollar-denominated assets and liabilities and also the translation of financial statements of our foreign subsidiaries for consolidation purposes to the presentation currency, which is the Chilean peso.

As of December 31, 2015, our consolidated debt totaled Ch$ 2,464 billion, of which 15.4% was denominated in U.S. dollars, 48.0% in Colombian pesos, 22.7% in Brazilian reais, 11.8% in Peruvian soles, 1.2% in Argentine pesos and 1.0% in Chilean pesos (including the Chilean UF, which is inflation-indexed).

 

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The following table sets forth the closing and average local currencies per U.S. dollar exchange rates for the years indicated:

 

     Local Currency U.S. Dollar Exchange Rates  
     2015      2014      2013  
     Average      Year End      Average      Year End      Average      Year End  

Argentina (Argentine pesos per U.S. dollar)

     9.25         13.04         8.11         8.55         5.48         6.52   

Brazil (Brazilian reais per U.S. dollar)

     3.34         3.90         2.35         2.66         2.16         2.34   

Colombia (Colombian pesos per U.S. dollar)

     2,748         3,149         1,997         2,392         1,870         1,927   

Peru (Peruvian soles per U.S. dollar)

     3.18         3.41         2.84         2.99         2.70         2.80   

Chile (Chilean pesos per U.S. dollar)

     654.66         710.16         570.40         606.75         495.18         524.61   

 

Sources: Central banks of each country.

For the year ended December 31, 2015, our revenues were Ch$ 5,301 billion or US$ 8.1 billion, of which 38.0% was generated in Brazil, 29.6% in Colombia, 17.0% in Peru and 15.4% in Argentina.

The following table sets forth the effect recognized as “Foreign currency translation gains (losses)” in our consolidated statements of comprehensive income for translating the financial statements of our foreign subsidiaries for consolidation purposes to the presentation currency, which is the Chilean peso:

 

     Foreign currency translation gains (losses)  
     2015
ThCh$
     2014
ThCh$
     2013
ThCh$
 

Argentina

     (77,204,771      (3,627,084      (3,190,880

Colombia

     (160,522,082      (120,301,154      285,100   

Brasil

     (428,619,742      38,871,966         (74,547,700

Peru

     23,681,916         67,649,223         716,176   

Chile

     (1,872,994      21,777,698         13,410   
  

 

 

    

 

 

    

 

 

 

Total

     (644,537,673      4,370,648         (76,723,893
  

 

 

    

 

 

    

 

 

 

The financial statements of foreign companies with functional currencies other than the Chilean peso are translated as follows: (i) for assets and liabilities, the prevailing exchange rate on the closing date of the financial statements is used; (ii) for items in the comprehensive income statement, the average exchange rate for the period is used; and (iii) equity remains at the historical exchange rate from the date of acquisition or contribution, and retained earnings at the average exchange rate at the date of origination.

The following table sets forth the closing and average local currencies per Chilean peso exchange rates for the years indicated:

 

     Local Currency Chilean Peso (Ch$) Exchange Rates  
     2015      2014      2013  
     Average      Year End      Average      Year End      Average      Year End  

Argentina (Argentine pesos per Ch$)

     0.01412         0.01824         0.01423         0.01394         0.01105         0.01240   

Brazil (Brazilian reais per Ch$)

     0.00509         0.00558         0.00412         0.00437         0.00436         0.00449   

Colombia (Colombian pesos per Ch$)

     4.19673         4.47257         3.50421         3.92279         3.77226         3.67624   

Peru (Peruvian soles per Ch$)

     0.00486         0.00480         0.00498         0.00493         0.00546         0.00532   

 

Sources: Central banks of each country.

                 

Calculation of the appreciation or devaluation of foreign currencies against the Chilean peso for one period with respect to the previous one is made by determining the percentage change between the reciprocals of the average values of Chilean pesos per any given foreign currency. It is a measure of the percent change in two periods in the amount of foreign currency needed to exchange for one Chilean peso. A positive percent change

 

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means that the foreign currency appreciated with respect to the Chilean peso. A negative percent change means that the foreign currency devaluated with respect to the Chilean peso.

The following table shows the appreciation or devaluation of 2015 versus 2014 and 2014 versus 2013 for the closing and average local currencies per Chilean peso:

 

     Appreciation/(Devaluation) per Chilean Peso (Ch$)  
     2015/2014     2014/2013  
     Average     Year End     Average     Year End  

Argentine pesos

     0.8     -23.6     -22.3     -11.0

Brazilian reais

     -19.1     -21.7     5.7     2.9

Colombian pesos

     -16.5     -12.3     7.6     -6.3

Peruvian soles

     2.4     2.7     9.6     8.1

In the analysis of results of operations included below, when the impacts of the appreciation or devaluation are significant, they are disclosed and explained below.

Argentina

As a result of the Argentine economic crisis in the early 2000s and the significant governmental intervention in the electricity sector in 2002, we have not received dividends from our Argentine subsidiaries Costanera, Edesur, El Chocón and Dock Sud since 2000, 2009, 2012 and 2013 (the year in which Dock Sud became our subsidiary), respectively. In 2011, we recognized a Ch$ 5.4 billion goodwill impairment charge for Costanera and a Ch$ 115.4 billion infrastructure and goodwill impairment charge for Edesur. Additional economic deterioration of Argentina, or of our subsidiaries that operate in that country, is not expected to have any material effect on our financial and operating results. For more information, see “Item 5. Operating and Financial Review and Prospects. — B. Liquidity & Capital Resources.”

Our Argentine operations do not affect our consolidated liquidity. Our Argentine cash and cash equivalents were Ch$ 46.2 billion as of December 31, 2015, which represents 3.9% of our total cash and cash equivalents. Of the total Argentine cash and cash equivalents, 97.2% is denominated in local currency, and the remaining 2.8% is denominated in U.S. dollars. Our Argentine debt was Ch$ 69.5 billion as of December 31, 2015, representing 2.8% of our total debt. Of the total Argentine debt, 43.4% is denominated in local currency, and the remaining 56.6% is denominated in U.S. dollars. The currency translation effect of converting the statements of comprehensive income from the Argentine peso to the Chilean peso led to a 0.8% increase in the amount in Chilean pesos in 2015 compared to 2014. A default by any of our Argentine subsidiaries on their indebtedness would not affect us since we do not have any debt agreements that include cross default provisions that could be triggered by any Argentine or any other non-Chilean subsidiary’s default. For more information, see “Item 5. Operating and Financial Review and Prospects. — B. Liquidity & Capital Resources.”

The Argentine government avoided increasing electricity distribution tariffs to end customers, and seasonal prices remained fixed in Argentine peso until January 2016. From February 2016, seasonal price was calculated based on the operational programming, dispatch and price calculations, reflecting the actual energy cost and reducing subsidies. On the other hand, generators’ tariffs are also regulated based on defined fixed and variable remuneration. In the recent past, due to tariff controls, revenues of electric utility companies do not always cover their operating costs. Argentine authorities have created a new mechanism to improve the financial situation of these companies in recognition that their performance is directly related to the regulatory framework. For more detail, see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework — Argentina.”

 

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e. Critical Accounting Policies

Critical accounting policies are defined as those that reflect significant judgments and uncertainties which would potentially result in materially different results under different assumptions and conditions. We believe that our most critical accounting policies with reference to the preparation of our combined financial statements under IFRS are those described below.

For further detail of the accounting policies and the methods used in the preparation of the consolidated financial statements, see Notes 2 and 3 of the Notes to our consolidated financial statements.

Impairment of Long-Lived Assets

During the year, and principally at year end, we evaluate whether there is any indication that an asset has become impaired. Should any such indication exist, we estimate the recoverable amount of that asset to determine, where appropriate, the amount of impairment. In the case of identifiable assets that do not generate cash flows independently, we estimate the recoverability of the cash generating unit to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of cash generating units to which goodwill or intangible assets with an indefinite useful life have been allocated, a recoverability analysis is performed routinely at each period end.

The recoverable amount is the greater of (i) the fair value less the cost needed to sell the asset and (ii) the value in use. “Value in use” is defined as the present value of the estimated future cash flows. In order to calculate the recoverable value of property, plant and equipment, goodwill and intangible assets, that form part of a cash generating unit, we use value in use criteria in nearly all cases.

To estimate the value in use, we prepare future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of cash generating units’ revenues and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates, between 3.1% and 11.1%, which are not increasing nor do they exceed the average long-term growth rates for the particular sector and country.

These cash flows are discounted at a given pre-tax rate in order to calculate their present value. This rate reflects the cost of capital of the business and the geographical area in which the business is conducted. The discount rate is calculated taking into account the current time value of money and the risk premiums generally used by market participants for the specific business activity and the country involved.

The pre-tax nominal discount rates applied in 2015, 2014 and 2013 are as follows:

 

          Year ended December 31,  
          2015      2014      2013  

Country

   Currency    Minimum      Maximum      Minimum      Maximum      Minimum      Maximum  
          (in %)  

Argentina

   Argentine peso      32.7         39.4         23.3         38.9         39.2         44.4   

Brazil

   Brazilian reais      11.1         21.1         9.7         22.7         9.0         18.8   

Colombia

   Colombian peso      8.5         15.1         8.0         13.3         8.5         14.2   

Peru

   Peruvian sol      7.3         13.5         7.3         14.3         7.3         13.9   

If the recoverable amount is less than the net carrying amount of the cash generating unit, the corresponding impairment loss provision is recognized for the difference, and charged to “Reversal of impairment loss (impairment loss) recognized in profit or loss” in the consolidated statement of comprehensive income.

 

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Impairment losses recognized for an asset in prior periods are reversed when its estimated recoverable amount changes, increasing the asset’s value with a credit to earnings, limited to the asset’s carrying amount if no adjustment had occurred. In the case of goodwill, any adjustments made are not reversible.

Litigation and Contingencies

We are currently involved in certain legal and tax proceedings. As discussed in Note 24 of the Notes to our consolidated financial statements as of December 31, 2015, we have estimated the probable outflows of resources for resolving these claims to be Ch$ 187 billion. We have reached this estimate after consulting our legal and tax advisors who are defending us in these matters and after an analysis of potential results, assuming a combination of litigation and settlement strategies.

Hedge Revenues Directly Linked to the U.S. Dollar

We have established a policy to hedge the portion of our revenues directly linked to the U.S. dollar by obtaining financing in U.S. dollars. Exchange differences related to this debt, as they are cash flow hedge transactions, are charged net of taxes to an equity reserve account that forms part of Other Comprehensive Income and recorded as income during the period in which the hedged cash flows are realized. This term has been estimated at ten years.

This policy reflects a detailed analysis of our future U.S. dollar revenue streams. Such analysis may change in the future due to new electricity regulations limiting the amount of cash flows tied to the U.S. dollar.

Pension and Post-Employment Benefit Liabilities

We have various defined benefit plans for our employees. These plans pay benefits to employees at retirement and use formulas based on years of service and the compensation of the participants. We also offer certain additional benefits for particular retired employees.

The liabilities shown for the pensions and post-employment benefits reflect our best estimate of the future cost of meeting our obligations under these plans. The accounting applied to these defined benefit plans involves actuarial calculations which contain key assumptions including employee turnover, life expectancy, retirement age, discount rates, the future level of employee compensation and benefits, the claims rate under medical plans and future medical costs. These assumptions change as economic and market conditions vary and any change in any of these assumptions could have a material effect on the reported results from operations.

The effect of an increase of one percentage in the discount rate used to determine the present value of the post-employment defined benefits would decrease the liability by Ch$ 32.6 billion, Ch$ 46.8 billion and Ch$ 42.0 billion as of December 31, 2015, 2014 and 2013, respectively, and the effect of a decrease of one percentage in the rate used to determine the present value of the post-employment defined benefits would increase the liability by Ch$ 38.0 billion, Ch$ 56.7 billion and Ch$ 49.3 billion as of December 31, 2015, 2014 and 2013, respectively.

Recent Accounting Pronouncements

Please see Note 2.2 of the Notes to our consolidated financial statements for additional information regarding recent accounting pronouncements.

 

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2. Analysis of Results of Operations for the Years Ended December 31, 2015 and 2014.

I. Analysis of Results from Continuing Operations

Revenues from Continuing Operations

Generation and Transmission Business

The following table sets forth the electricity sales of our subsidiaries and the corresponding changes for the years ended December 31, 2015 and 2014:

 

     Electricity sales during the year ended December 31,  
         2015              2014            Change              Change      
     (in GWh)      (in %)  

Costanera (Argentina)

     8,168         7,051        1,117         15.8   

El Chocón (Argentina)

     3,801         3,391        410         12.1   

Dock Sud (Argentina)

     3,802         4,834        (1,032      (21.3

Cachoeira Dourada (Brazil)

     3,215         3,903        (688      (17.6

Fortaleza (Brazil)

     3,326         3,205        121         3.8   

Emgesa (Colombia)

     16,886         15,773        1,113         7.1   

Edegel (Peru)

     8,633         9,320        (687      (7.4

EEPSA (Peru)

     650         596        54         9.1   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     48,481         48,073         408         0.8   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

The following table sets forth the electricity sales of our subsidiaries, by country, and their corresponding variations for the years ended December 31, 2015 and 2014:

 

     Electricity sales during the year ended December 31,  
         2015              2014              Change              Change      
     (in GWh)      (in %)  

Edesur (Argentina)

     18,492         17,972        520        2.9  

Ampla (Brazil)

     11,547         11,678        (131      (1.1

Coelce (Brazil)

     11,229         11,165        64        0.6  

Codensa (Colombia)

     13,946         13,660        286        2.1  

Edelnor (Peru)

     7,624         7,338        286        3.9  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     62,838         61,813         1.025         1.6   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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The following table sets forth the revenues from continuing operations, by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

     212,136        167,630        44,506        26.6   

Companies included:

        

Costanera (Argentina)

     100,857        75,194        25,663        34.1   

El Chocón (Argentina)

     40,005        30,174        9,831        32.6   

Dock Sud (Argentina)

     69,963        61,606        8,357        13.6   

Cemsa (Argentina)

     2,270        1,281        989        77.2   

Other

     (959     (625     (334     53.4   

Generation and Transmission Business in Brazil

     305,830        437,033        (131,203     (30.0

Companies included:

        

Cachoeira Dourada (Brazil)

     91,563        158,965        (67,402     (42.4

Fortaleza (Brazil)

     159,052        210,793        (51,741     (24.5

CIEN (Brazil)

     58,667        70,800        (12,133     (17.1

Other

     (3,452     (3,525     73        (2.1

Generation and Transmission Business in Colombia

     778,768        753,385        25,383        3.4   

Companies included:

        

Emgesa (Colombia)

     778,756        753,373        25,383        3.4   

Other

     12        12        —          —     

Generation and Transmission Business in Peru

     437,887        401,695        36,192        9.0   

Companies included:

        

Edegel (Peru)

     382,453        353,795        28,658        8.1   

EEPSA (Peru)

     58,093        50,849        7,244        14.2   

Other

     (2,659     (2,949     290        (9.8

Other

     141        3,126        (2,985     (95.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

     1,734,762        1,762,869        (28,107     (1.6

Distribution Business in Argentina

     607,345        371,412        235,933        63.5   

Companies included:

        

Edesur (Argentina)

     607,345        371,412        235,933        63.5   

Distribution Business in Brazil

     1,836,864        1,969,226        (132,362     (6.7

Companies included:

        

Ampla (Brazil)

     1,026,680        1,092,282        (65,602     (6.0

Coelce (Brazil)

     810,184        876,944        (66,760     (7.6

Distribution Business in Colombia

     884,468        982,771        (98,303 )      (10.0 ) 

Companies included:

        

Codensa (Colombia)

     884,468        982,771        (98,303     (10.0

Distribution Business in Peru

     562,046        478,700        83,346        17.4   

Companies included:

        

Edelnor (Peru)

     562,046        478,700        83,346        17.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

     3,890,723        3,802,109        88,614        2.3   

Less: consolidation adjustments and non-core activities

     (324,045     (358,608     34,563        (9.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

     5,301,440        5,206,370        95,070        1.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Generation and Transmission Business: Revenues from Continuing Operations

In Argentina, revenues from Costanera increased by Ch$ 25.7 billion or 34.1% in 2015, comprised principally of Ch$ 8.8 billion due to tariff increases related to Resolution No. 482/2015, Ch$ 5.6 billion due to 1,195 GWh higher thermal dispatch, and Ch$ 3 billion related to its combined-cycle availability contracts executed with the Secretary of Energy. Revenues from El Chocón also increased by 32.6%, or Ch$ 9.8 billion, mostly due to Ch$ 7.6 billion related to 607 GWh higher hydroelectric dispatch because of improved hydrological conditions and Ch$ 2.6 billion attributable to higher tariffs related to Resolution No. 482/2015. In addition, revenues from Dock Sud also increased by 13.6% or Ch$ 8.4 billion principally due to a Ch$ 7.3 billion increase in energy sales, mainly due to higher tariffs related to Resolution No. 482/2015.

In Brazil, revenues from Cachoeira Dourada decreased by Ch$ 67.4 billion, or 42.4%, in 2015, mainly due to a Ch$ 37.1 billion decrease as a consequence of a lower price on the spot market and a Ch$ 30.3 billion decrease due to the devaluation of Brazilian real in relation to the Chilean peso, which resulted in a 19.1% decline in Chilean peso in 2015 as compared to 2014. Revenues from Fortaleza decreased by 24.5% or Ch$ 51.7 billion for the year 2015 as a result of a Ch$ 40.2 billion decrease due to devaluation of Brazilian real and a Ch$ 11.6 billion decline of the price on the spot market. Revenues from CIEN decreased by 17.1% or Ch$ 12.1 billion mainly due to devaluation of Brazilian real that resulted in Ch $ 12.9 million lower revenues.

Revenues from Emgesa in Colombia increased by Ch$ 25.4 billion, or 3.4%, in 2015, due to Ch$ 60.2 billion higher physical sales of 1,113 GWh, mainly contracted sales, and Ch$ 90.2 billion increase related to higher sales price on the spot market as a result of drought caused by El Niño phenomenon. These increases were partially offset by a Ch$ 124.1 billion loss due to the devaluation of Colombian peso in relation to the Chilean peso, which resulted in a 16.5% decline in terms of Chilean peso in 2015 as compared to 2014.

Revenues from Edegel in Peru grew by 8.1%, or Ch$ 28.7 billion in 2015. The appreciation of the Peruvian sol in relation to the Chilean peso resulted in a 2.4% increase in revenues, or Ch$ 52.8 billion compared to 2014. This was partly offset by a Ch$ 19.1billion decrease from 687 GWh of lower physical sales primarily to distribution companies, and a Ch$ 4.8 billion decrease due to lower spot prices because of lower demand. In EEPSA, revenues were 14.2%, or Ch$ 7.2 billion, higher than in 2014 mainly due to Ch$ 7.6 billion increase due to the appreciation of the Peruvian sol.

Distribution Business: Revenues from Continuing Operations

Revenues from Edesur in Argentina increased by Ch$ 235.9 billion, or 63.5% in 2015, mainly due to a Ch$351.5 billion increase related to the application of Resolution No. 32/2015, which was comprised of: (i) Ch$ 305.9 billion of a non-recurring revenues to finance the expenses and investments associated with the normal public electricity energy distribution service; (ii) Ch$ 34.0 billion due to the recognition as revenues from PUREE funds beginning on February 1, 2015; and (iii) Ch$ 11.6 billion of additional revenues due to recognition in January 2015 of costs not transferred to tariff. In 2014, Edesur also recorded extraordinary revenues of Ch$ 144.3 billion as a result of the application of Resolution No. 250/2013, which recognized costs not transferred to tariff between October 2013 and December 2014.

Revenues from Ampla, in Brazil, decreased by Ch$ 65.6 billion, or 6.0% in 2015, mainly due to the devaluation of the Brazilian real in relation to the Chilean peso of Ch$ 208.2 billion, partially offset by Ch$ 142.6 billion higher revenues from operations mainly composed by (i) Ch$ 83.5 billion increase due to 11% greater average sale price due to tariff adjustments, (ii) Ch$ 50 billion mainly due to regulatory revenues and (iii) Ch$ 16.3 billion greater revenues due to higher tolls. Revenues from Coelce decreased by Ch$ 66.8 billion, or 7.6%, in 2015, mainly due to the devaluation of Brazilian real of Ch$ 167.1 billion, partially offset by (i) Ch$ 57.5 billion increase due to 9% greater average sale price due to tariff adjustments and (ii) Ch$ 31 billion mainly due to regulatory revenues.

 

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Revenues from Codensa decreased by Ch$ 98.3 billion, or 10.0%, in 2015, mainly due to Ch$162.1 billion related to the devaluation of the Colombian peso in relation to the Chilean peso, which was partially offset by (i) Ch$ 33.9 billion due to 5% increase of the average sale price due to tariff adjustments, (ii) Ch$ 14.2 billion higher physical energy sales of 286 GWh mainly due to greater commercial and industry activity and (iii) Ch$ 10.2 billion higher other distribution services.

In Peru, revenues from Edelnor increased by Ch$ 83.4 million in 2015, mainly attributable to higher sales of Ch$ 80.4 billion due to (i) Ch$ 51.9 billion, or 11%, higher average sale prices due to tariff adjustments, (ii) Ch$ 17.9 billion higher physical energy sales of 286 GWh and (iii) Ch$ 10.6 billion due to the appreciation of the Peruvian sol in relation to the Chilean peso.

Total Operating Costs from Continuing Operations

Total operating costs from continuing operations consist primarily of energy purchases from third parties, fuel consumption, depreciation, amortization and impairment losses, maintenance costs, tolls paid to transmission companies, employee salaries and administrative and selling expenses.

The following table sets forth the consolidated operating costs in Chilean pesos and, as a percentage of total consolidated operating costs from continuing operations, for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015      2014  
     (in millions of Ch$)      (in %)      (in millions of Ch$)      (in %)  

Energy purchases

     1,885,916         46.6         1,824,003         47.8   

Fuel consumption

     258,114         6.4         205,534         5.4   

Transportation costs

     245,813         6.1         265,185         6.9   

Other raw materials and combustibles

     387,358         9.6         336,947         8.8   

Other expenses(1)

     488,529         12.0         463,729         12.2   

Employee benefit expense and other(1)

     420,597         10.4         333,898         8.7   

Depreciation, amortization and impairment losses(1)

     360,354         8.9         389,073         10.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Operating Cost from Continuing Operations

     4,046,681         100.0         3,818,369         100.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Corresponds to selling and administration expenses

 

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The following table sets forth our total operating costs (excluding selling and administrative expenses) from continuing operations by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

     50,332        47,296        3,036        6.4   

Companies included:

        

Costanera (Argentina)

     4,598        6,777        (2,179     (32.2

El Chocón (Argentina)

     4,574        8,427        (3,853     (45.7

Dock Sud (Argentina)

     43,266        34,976        8,290        23.7   

Cemsa (Argentina)

     1,018        203        815        401.5   

Other

     (3,124     (3,087     (37     1.2   

Generation and Transmission Business in Brazil

     131,431        234,225        (102,794 )      (43.9 ) 

Companies included:

        

Cachoeira Dourada (Brazil)

     17,396        72,988        (55,592     (76.2

Fortaleza (Brazil)

     111,229        158,318        (47,089     (29.7

CIEN (Brazil)

     3,126        3,343        (217     (6.5

Other

     (320     (424     104        (24.5

Generation and Transmission Business in Colombia

     321,665        220,460        101,205        45.9   

Companies included:

        

Emgesa (Colombia)

     321,529        220,303        101,226        45.9   

Other

     136        157        (21     (13.4

Generation and Transmission Business in Peru

     174,513        151,707        22,806        15.0   

Companies included:

        

Edegel (Peru)

     151,046        133,735        17,311        12.9   

EEPSA (Peru)

     26,124        20,916        5,208        24.9   

Other

     (2,657     (2,944     287        (9.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

     677,941        653,688        24,253        3.7   

Distribution Business in Argentina

     157,387        161,995        (4,608 )      (2.8 ) 

Companies included:

        

Edesur (Argentina)

     157,387        161,995        (4,608     (2.8

Distribution Business in Brazil

     1,386,390        1,313,723        72,667        5.5   

Companies included:

        

Ampla (Brazil)

     804,701        707,301        97,400        13.8   

Coelce (Brazil)

     581,689        606,422        (24,733     (4.1

Distribution Business in Colombia

     500,572        547,594        (47,022 )      (8.6 ) 

Companies included:

        

Codensa (Colombia)

     500,572        547,594        (47,022     (8.6

Distribution Business in Peru

     379,015        315,116        63,899        20.3   

Companies included:

        

Edelnor (Peru)

     379,015        315,116        63,899        20.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

     2,423,364        2,338,428        84,936        3.6   

Less: consolidation adjustments and non-core activities

     (324,103     (360,447     36,344        (10.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs (excluding selling and administrative expenses)

     2,777,202        2,631,669        145,533        5.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Generation and Transmission Business: Operating Costs from Continuing Operations

In Argentina, operating costs decreased by Ch$ 2.2 billion, or 32.2% and Ch$ 3.9 billion, or 45.7% in Costanera and El Chocón respectively, mainly due to lower energy purchases in Costanera by Ch$ 2.3 billion and in El Chocón Ch$ 2.2 billion both because of the termination of sale contracts, which were not renewed under the actual regulation. Operating costs of Dock Sud rose by Ch$ 8.3 billion, or 23.7%, in 2015, mainly due to higher fuel consumption of Ch$ 7.8 billion, which was ultimately reimbursed by CAMMESA in the scheme remuneration.

In Brazil, operating costs of Cachoeira Dourada decreased by Ch$ 55.6 billion, or 76.2%, in 2015, mainly due to a lower spot average purchase price equivalent of Ch$ 37.8 billion and devaluation of the Brazilian real in relation to the Chilean peso that implied Ch$ 11.2 billion of lower costs. Operating costs of Fortaleza decreased by Ch$ 47.1 billion, or 29.7%, in 2015, mainly due to lower average purchase price amounting Ch$ 31.1 billion lower costs and the devaluation of the Brazilian real that resulted in Ch$ 17.8 billion decrease. Operating costs of CIEN decreased by Ch$ 0.2 billion, or 6.5%, in 2015, mainly due to other variable procurement and services expenses.

In Colombia, operating costs of Emgesa increased by Ch$ 101.2 billion, or 45.9%, in 2015, mainly attributable to Ch$ 95.2 billion higher energy purchases due higher spot prices, which in turn was as a result of the drought, and Ch$ 35.4 billion related to 550 MWh higher thermal generation. These increases were partially offset by a Ch$ 36.5 billion gain due to the devaluation of the Colombian peso in relation to the Chilean peso.

In Peru, operating costs of Edegel rose by Ch$ 17.3 billion, or 12.9%, in 2015, mainly due to a Ch$ 20.0 billion higher cost related to the appreciation of the Peruvian sol in relation to the Chilean peso. This increase was partially offset by a Ch$ 2.8 billion decrease related to lower spot prices. In EEPSA, operating costs increased by Ch$ 5.2 billion or 24.9% in 2015, mainly due to a Ch$ 3.1 billion increase due to the appreciation of the Peruvian sol and Ch$ 2.1 billion due to higher transportation costs.

Distribution Business: Operating Costs from Continuing Operations

In Argentina, Edesur’s operating costs decreased by Ch$ 4.6 billion, or 2.8% in 2015, mainly to lower energy purchases explained by a Ch$ 14.5 billion reduction related to lower average energy purchase prices partially offset by Ch$ 8.7 billion higher energy physical purchases and Ch$ 1.2 billion higher costs because of the appreciation of the Argentine peso in relation to the Chilean Peso.

In Brazil, operating costs of Ampla increased by Ch$ 97.4 billion, or 13.8%, in 2015, mainly due to Ch$ 175.3 billion higher energy purchase prices related to the drought, and Ch$ 58 billion higher regulatory costs, which was partially offset by Ch$ 134.8 billion lower costs related to the devaluation of the Brazilian real in relation to the Chilean peso. In Coelce, operating costs decreased by Ch$ 24.7 billion, or 4.1%, in 2015, due to depreciation of Brazilian real, which resulted in Ch$ 115.6 billion lower costs, which was partially offset by Ch$ 50.8 billion higher energy purchases due to higher purchase prices because of the drought and Ch$ 31 billion higher other procurement expenses related to higher regulatory costs.

In Codensa, operating costs decreased by Ch$ 47.0 billion, or 8.6%, in 2015, mainly due to the devaluation of the Colombian peso in relation to the Chilean peso that resulted in Ch$ 90.4 billion lower costs, which was partially offset by (i) Ch$ 28.1 billion higher energy purchase due to Ch$ 17.8 billion related to a 4.9% higher purchase price and Ch$ 10.3 billion increased physical energy purchases due to greater demand and (ii) Ch$ 9.3 billion higher transportation expenses.

Operating costs of Edelnor increased by Ch$ 63.9 billion, or 20.3%, in 2015, mainly due to Ch$ 43.8 billion increase attributable to 14% higher energy prices due to the incorporation of new contract as result of the latest energy bids and Ch$ 8.2 billion increased physical energy purchases. In addition, due to the appreciation of the Peruvian sol in relation to the Chilean peso, operating costs increased by Ch$ 7.4 billion.

 

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Selling and Administrative Expenses from Continuing Operations

Selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses, and office materials and supplies.

The following table sets forth our consolidated selling and administrative expenses, as a percentage of total consolidated selling and administrative expenses from continuing operations, for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
         2015              2014      
     (in %)  

Selling and Administrative Expenses as a Percentage of Total Selling and Administrative Expenses

     

Other expenses

     38.5         39.1  

Employee benefit expense and other

     33.1         28.1  

Depreciation, amortization and impairment losses

     28.4         32.8  
  

 

 

    

 

 

 

Total

     100         100   
  

 

 

    

 

 

 

 

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The following table sets forth the selling and administrative expenses by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015     2014     Change     Change  
    

(in millions of Ch$)

    (in %)  

Generation and Transmission Business in Argentina

     110,595        81,625        28,970        35.5   

Companies included:

        

Costanera (Argentina)

     75,887        54,715        21,172        38.7   

El Chocón (Argentina)

     8,422        7,408        1,014        13.7   

Dock Sud (Argentina)

     23,387        17,165        6,222        36.2   

Cemsa (Argentina)

     2,507        1,912        595        31.1   

Other

     392        425        (33     (7.8

Generation and Transmission Business in Brazil

     42,843        53,974        (11,131     (20.6

Companies included:

        

Cachoeira Dourada (Brazil)

     12,194        14,124        (1,930     (13.7

Fortaleza (Brazil)

     12,956        15,481        (2,525     (16.3

CIEN (Brazil)

     19,503        25,336        (5,833     (23.0

Other

     (1,810     (967     (843     87.2   

Generation and Transmission Business in Colombia

     84,276        83,435        841        1.0   

Companies included:

        

Emgesa (Colombia)

     84,362        83,435        927        1.1   

Other

     (86     —          (86     100.0   

Generation and Transmission Business in Peru

     106,048        91,131        14,917        16.4   

Companies included:

        

Edegel (Peru)

     91,751        78,902        12,849        16.3   

EEPSA (Peru)

     14,305        12,345        1,960        15.9   

Other

     (8     (116     108        (93.1

Other

     (1,637     (1,286     (351     27.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

     342,125        308,879        33,246        10.8   

Distribution Business in Argentina

     346,183        260,646        85,537        32.8   

Companies included:

        

Edesur (Argentina)

     346,183        260,646        85,537        32.8   

Distribution Business in Brazil

     323,140        354,277        (31,137     (8.8

Companies included:

        

Ampla (Brazil)

     195,556        201,135        (5,579     (2.8

Coelce (Brazil)

     127,584        153,142        (25,558     (16.7

Distribution Business in Colombia

     148,308        173,202        (24,894     (14.4

Companies included:

        

Codensa (Colombia)

     148,308        173,202        (24,894     (14.4

Distribution Business in Peru

     75,326        72,598        2,728        3.8   

Companies included:

        

Edelnor (Peru)

     75,326        72,598        2,728        3.8   

Other

     1,383        1,250        133        10.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

     894,340        861,973        32,367        3.8   

Less: consolidation adjustments and non-core activities

     33,015        15,849        17,166        108.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total selling and administrative expenses

     1,269,480        1,186,701        82,779        7.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Selling and administrative expenses from continuing operations increased by Ch$ 82.8 billion, or 7.0%, in 2015 as compared to 2014, as explained below.

In Argentina, selling and administrative expenses of Costanera increased by Ch$ 21.2 billion primarily due to higher payroll expenses of Ch$12.7 billion following increases in the workforce and in wages and benefits and higher depreciation and impairment loss expenses of Ch$ 5.3 billion. In Dock Sud, selling and administrative expenses increased by Ch$ 6.2 billion in 2015 as compared to 2014 mainly due to higher depreciation of Ch$ 5.8 billion and higher payroll expenses of Ch$ 2.1 billion resulting from increases in wages and benefits. In Edesur, selling and administrative expenses increased by Ch$ 85.5 billion mainly due to higher payroll expenses of Ch$ 72.9 billion, following increases in wages and benefits, higher other expenses of Ch$ 10.5 billion due to contractor costs and higher depreciation expenses of Ch$ 2.5 billion.

In our Brazilian and Colombian subsidiaries, selling and administrative expenses decreased mainly related to the favorable currency translation effect of converting the Brazilian real and Colombian peso to the Chilean peso, respectively.

In Peru, selling and administrative expenses of Edegel increased by Ch$12.9 billion in 2015 as compared to 2014, mainly attributable to higher depreciation expense and impairment losses of Ch$ 7.3 billion, higher other expenses related contract services of Ch$ 3.7 billion and higher payroll expenses of Ch$ 1.8 billion.

 

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Operating Income from Continuing Operations

The following table sets forth our operating income from continuing operations by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2015 and 2014:

 

    Year ended December 31,  
    2015     2014     Change     Change  
    (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

    51,209        38,708        12,501        32.3   

Companies included:

       

Costanera (Argentina)

    20,372        13,702        6,670        48.7   

El Chocón (Argentina)

    27,009        14,339        12,670        88.4   

Dock Sud (Argentina)

    3,310        9,465        (6,155     (65.0

Cemsa (Argentina)

    (1,255     (834     (421     50.5   

Other

    1,773        2,036        (263     (12.9

Generation and Transmission Business in Brazil

    131,556        148,834        (17,278     (11.6

Companies included:

       

Cachoeira Dourada (Brazil)

    61,973        71,853        (9,880     (13.8

Fortaleza (Brazil)

    34,867        36,994        (2,127     (5.7

CIEN (Brazil)

    36,038        42,121        (6,083     (14.4

Other

    (1,322     (2,134     812        (38.1

Generation and Transmission Business in Colombia

    372,828        449,490        (76,662     (17.1

Companies included:

       

Emgesa (Colombia)

    372,865        449,635        (76,770     (17.1

Other

    (37     (145     108        (74.5

Generation and Transmission Business In Peru

    157,326        158,857        (1,531     (1.0

Companies included:

       

Edegel (Peru)

    139,656        141,158        (1,502     (1.1

EEPSA (Peru)

    17,664        17,588        76        0.4   

Other

    6        111        (105     (94.6

Other

    1,777        4,413        (2,636     (59.7
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

    714,696        800,302        (85,606     (10.7

Distribution Business in Argentina

    103,775        (51,229     155,004        n.a   

Companies included:

       

Edesur (Argentina)

    103,775        (51,229     155,004        n.a.   

Other

       

Distribution Business in Brazil

    127,334        301,226        (173,892     (57.7

Companies included:

       

Ampla (Brazil)

    26,423        183,846        (157,423     (85.6

Coelce (Brazil)

    100,911        117,380        (16,469     (14.0

Other

       

Distribution Business in Colombia

    235,588        261,975        (26,387     (10.1

Companies included:

       

Codensa (Colombia)

    235,588        261,975        (26,387     (10.1

Other

       

Distribution Business in Peru

    107,705        90,986        16,719        18.4   

Companies included:

       

Edelnor (Peru)

    107,705        90,986        16,719        18.4   

Other

       

Other

    (1,383     (1,250     (133     10.6   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

    573,019        601,708        (28,689     (4.8

Less: consolidation adjustments and non-core activities

    (32,956     (14,010     (18,946     135.2   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total operating income

    1,254,759        1,388,000        (133,241     (9.6
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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Other Results from Continuing Operations

The following table sets forth the other results from continuing operations for the years ended December 31, 2015 and 2014:

 

     Year ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Financial results

      

Financial income

     294,770        251,122       43,648       17.4  

Financial costs

     (385,455     (432,314 )     46,859       (10.8 )

Results from indexed assets and liabilities

     (9,266     (13,630 )     4,364       (32.0 )

Net foreign currency exchange gains (losses)

     128,238        (18,494 )     146,732       n.a.  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     28,287        (213,316 )     241,603        n.a.  

Other

        

Other gains (losses)

     (6,566     877       (7.443     n.a.  

Share of the profit of associates and joint ventures accounted for using the equity method

     3,333        2,560        773       30.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (3,233     3,437        (6,670     n.a.   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other results

     25,054        (209,879 )     234,933       n.a.  
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial Results from Continuing Operations

Our net financial result in 2015 was a net gain of Ch$ 28.3 billion in 2015, a Ch$ 241.6 billion increase compared to 2014.

This improvement was mainly explained by a Ch$ 146.7 billion increase in non-recurring foreign currency exchange gain differences, mainly due to Ch$ 141.6 billion positive foreign exchange rate differences related to accounts receivable denominated in U.S. Dollars from the Vuelta de Obligado thermal plant (“VOSA”). This plant was financed through the contribution of outstanding debts of CAMMESA owed to our Argentine generation subsidiaries. These contributions were returned with interest according to the agreement (recorded as a financial income as explained below) and recognized in U.S. Dollars, based on the exchange rate existing as of the date on which the agreement was signed. In December 2015, a technical report confirmed that the gas plant passed all operational tests; therefore, we accounted for the effects of the dollarization of the receivables considering the current exchange rate between the Argentine peso and the U.S. Dollar.

Financial costs decreased by Ch$ 46.9 billion in 2015 as compared to 2014, mainly due to (i) Ch$ 68.7 billion lower financial costs in Ampla and Coelce as result of the revaluation of their non-amortized assets at the end of the concessions at their new replacement values, and (ii) Ch$18.2 billion lower financial costs due to the currency translation effect of converting from the various functional currencies of our foreign subsidiaries to the Chilean peso, particularly our Brazilian subsidiaries. These decreases were offset by higher financial costs in Edesur and Costanera of Ch$ 40.0 billion, mainly due to higher outstanding debt balances with CAMMESA.

In addition, financial income increased by Ch$ 43.6 billion in 2015 as compared to 2014, mainly due to (i) Ch$ 57.1 billion higher non-recurring interest accrued in accounts receivable from VOSA, (ii) Ch$ 38.6 billion higher non-recurring income due to a waiver of interest payments for the debt that Edesur and Costanera owe to CAMMESA related to the application of Resolution No. 1208/2015, (iii) Ch$ 37.6 billion higher financial income in Ampla and Coelce due to the revaluation of their non-amortized assets at the end of the concessions at their new replacement values and (iv) Ch$ 19.9 billion higher interest income in Ampla and Coelce accrued due to regulated assets and liabilities. These increases were partially offset by lower income from investments and other financial securities of Ch$ 23.1 billion and the non-recurring income recorded in 2014 of Ch$ 84.5 billion from a debt restructuring agreed between Costanera and Mitsubishi Corporation (“MC”) in October 2014.

 

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Income Taxes

Total income tax expenses increased by 22.9% in 2015 or Ch$ 97.7 billion as compared to 2014, mostly due to higher tax expenses as a result of higher taxable income as compared to the previous year of Ch$ 53.1 billion in El Chocón, Ch$ 21.1 billion in Coelce, Ch$ 11.9 billion in DockSud, Ch$ 8.0 billion in Edelnor and Ch$ 4.3 billion in Edesur.

The effective tax rate was 40.9% in 2015 and 36.2% in 2014, mainly as result of: (i) higher taxes due to the devaluation of the Chilean peso in terms of the U.S. dollar considering that a significant portion of the balance of our foreign investments is denominated in U.S. dollars for tax purposes, which was the currency used to pay for the acquisition of those investments. The tax currency of Enersis Américas S.A. is also the Chilean peso, as further explained below.

In 2015, the Chilean peso depreciated against the U.S. dollar, thereby increasing the tax bases of our foreign investments and increasing the current income tax expense in 2015 as compared to 2014. The tax legislation in Chile states that the tax accounts of companies owning foreign investments in a currency other than the Chilean peso are price-level restated for tax purposes according to the changes in the foreign currency exchange rate at the date of the financial statements. Variations in that regard also generate changes in the tax bases of those investments, and have income tax consequences when calculating the current income tax (currently reported as exchange gains/losses as for tax return purposes). The related tax effect is recognized as “Current tax provision/ benefit”. While the effect of the price-level restatement also impacts the tax basis of the investment, thus impacting its outside basis difference, the Company was unable to recognize the corresponding effects to deferred tax assets/ liabilities, since the conditions for such recognition under IAS 12 were not met at the balance sheet date. Therefore, this concept corresponds to a permanent difference that is reflected in the income tax statutory-to-effective rate reconciliation presented in Note 34 of our consolidated financial statements under the line item “Price level restatement for tax purposes (investments in subsidiaries, associates and joint ventures and equity)”.

The following table sets forth the tax effect of rates applied in other countries that creates a difference between the domestic tax rates in Chile and tax rates (22.5% for 2015 and 21% for 2014) enacted in each foreign jurisdiction:

 

     Tax Rates (%)     Tax effect of rates applied in
other countries
 
     2015     2014     2015 ThCh$      2014 ThCh$  

Argentina

     35.00     35.00     (35,876,093      7,239,770   

Brazil

     34.00     34.00     (26,523,564      (41,357,762

Colombia

     39.00     34.00     (89,366,919      (84,883,915

Peru

     28.00     30.00     (13,049,116      (21,030,440
      

 

 

    

 

 

 
         (164,815,693      (140,032,347
      

 

 

    

 

 

 

The reconciling tax effect in Argentina increased during 2015, compared to 2014 due to higher taxable income in the subsidiaries El Chocón and Edesur, mainly as a result of an increase in taxable income obtained from new resolutions issued by the market regulator. The effective tax rate was 27.67% in 2015 and (48.9)% in 2014, mainly explained by (i) an increase in revenues in our subsidiary Edesur related to the application of Resolution No. 32/2015 which resulted in net income for financial purposes and a reduction in the tax loss carryforwards; and (ii) an increase in results from operations in our subsidiary DockSud as compared to the net loss recognized in 2014.

The reconciling tax effect in Brazil produced by the operations decreased in 2015, compared to the prior year, due to lower taxable income in our Brazilian subsidiaries as a consequence of decreased revenues due to lower local electricity demand. The effective tax rate was 31.98% in 2015 and 26.21% in 2014, as a result of a

 

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lower tax benefit (SUDENE) recognized in 2015 as compared to 2014 in our subsidiary Coelce. The SUDENE is a tax benefit granted to entities that obtain approval for the implementation of new projects or for expansion or diversification of existing projects, which are key for the development of the Northeast of Brazil, and corresponds to a 75% reduction in the corporate income tax expense and is calculated on profit from operations. This tax benefit produces a decrease in the effective tax rate when compared with the statutory tax rate.

With regards to Colombia, the reconciling tax effect increased slightly in 2015, as compared to 2014, due to an increase in the local enacted tax rate that occurred in 2015 to 30.00%. The effective tax rates for Colombia were 38.00% in 2015 and 31.92% in 2014, due to lower tax benefits obtained as a result of lower capital expenditures incurred by our subsidiary Emgesa in the construction of the El Quimbo power plant in 2015 as compared to 2014. This tax benefit is granted to encourage investments in revenue-producing assets, and applies 30% of the invested amount as a deduction in calculated taxable income. This tax benefit is considered a permanent difference that result in an effective tax rate lower than the statutory tax rate, since the depreciable tax basis of the asset is its gross amount.

The reconciling tax effect in Peru decreased in 2015, as compared to prior year, due to a decrease in the local enacted tax rate in 2015. The effective tax rate was 29.89% in 2015 and 13.93% in 2014. The lower effective tax rate in 2014 is related to the tax reform implemented in Peru which effected a progressive reduction in the tax rates. The effect of changes in tax rates was recognized in 2014 as a decrease in the effective tax rate for the year. Such non-recurrent tax effect did not occur in 2015.

Net Income

The following table sets forth our consolidated net income from continuing operations before income taxes, income taxes and net income from continuing operations for the periods indicated.

 

     Year ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Operating income

     1,254,758        1,388,000       (133,242 )     (9,6 )

Other results

     25,054        (209,879 )     234,933       111.9  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Continuing Operations before income taxes

     1,279,812        1,178,121       101,691       8.6  

Income taxes

     (523,663     (425,958 )     (97,705 )     22.9  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income from continuining operations

     756,149        752,163        3,986        0.5   

Income from discontinued operations

     388,321        215,332        172,989        80.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to:

     1,144,470        967,495       176,975       18.3  

Net income attributable to the parent company

     661,587        571,873       89,714       15.7  

Net income attributable to non-controlling interests

     482,883        395,622       87,261       22.1  

II. Analysis of Results from Discontinued Operations

Revenues from Discontinued Operations

Generation and Transmission Business

The following table sets forth the physical electricity sales of Endesa Chile and its subsidiaries and the corresponding changes for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015      2014      Change      Change  
     (in GWh)      (in %)  

Endesa Chile and subsidiaries

     23,558         21,157         2,401         11.3   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Distribution Business

The following table sets forth the physical electricity sales of Chilectra Chile and the corresponding changes for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015      2014      Change      Change  
     (in GWh)      (in %)  

Chilectra Chile

     15,893         15,690         203         1.3   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth our revenues from discontinued operations by business for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business

      

Endesa Chile and subsidiaries

     1,543,812        1,220,566        323,246        26.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Distribution Business

        

Chilectra Chile and subsidiaries

     1,257,732        1,127,893        129,839        11.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-electricity business and combination adjustments

     (404,137     (300,952     (103,185     34.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues from discontinued operations

     2,397,407        2,047,507        349,964        17.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Generation and Transmission Business: Revenues

Revenues from Endesa Chile increased by Ch$ 323.2 billion, or 26.5% in 2015 compared to 2014, mainly due to (i) Ch$153.6 billion as a result of 16.0% increase in average energy sale prices, (ii) Ch$ 88.9 billion increased physical sales of 2,401 GWh, or 11.3%, due to both increased contractual sales, especially to distributors, and increased sales in the spot market, and (iii) Ch$ 69.9 billion of higher revenues contributed by GasAtacama, which has been consolidated by Endesa Chile since May 2014.

Distribution Business: Revenues

Revenues from Chilectra Chile increased by Ch$ 129.8 billion, or 11.5%, in 2015 compared to 2014. This increase is a result of (i) higher energy sales of Ch$ 115.1 billion, mainly due to Ch$ 7.1/MWh (10.7%) increase of the tariff to regulated clients due to regular indexed cost adjustment in the tariff, which accounted for Ch$ 105.4 billion of the increase and (ii) Ch$ 16.4 billion higher revenues from other services, mainly related to tolls charged to generating companies and rental and maintenance of street lighting and network installments. The number of customers rose by approximately 43,500 in 2015, compared to 2014, totaling approximately 1,780,800.

Operating Costs from Discontinued Operations

Total operating costs consist primarily of energy purchases from third parties, fuel purchases, tolls paid to transmission companies, depreciation, amortization and impairment losses, maintenance costs, employee salaries and administrative and selling expenses.

 

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The following table sets forth our operating costs in Chilean pesos, and as a percentage of our consolidated operating costs from discontinued operations for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015      2014  
     (in millions of Ch$)      (in %)      (in millions of Ch$)      (in %)  

Energy purchases

     860,203         45.9         788,421         47.3   

Fuel consumption

     327,503         17.5         305,480         18.3   

Transportation costs

     182,453         9.7         151,949         9.1   

Depreciation, amortization and impairment losses(1)

     150,147         8.0         141,623         8.5   

Other fixed costs(1)

     125,849         6.7         110,321         6.7   

Employee benefit expense and others(1)

     115,551         6.2         104,836         6.3   

Other variable procurement and services

     111,826         6.0         63,553         3.8   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs from discontinued operations

     1,873,532         100.0         1,666,182         100.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Corresponds to selling and administration expenses.

The following table sets forth our operating costs (excluding selling and administrative expenses) from discontinued operations by business for the years ended December 31, 2015 and 2014.

 

     Years ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business

      

Endesa Chile and subsidiaries

     880,891        750,213        130,678        17.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Distribution Business

        

Chilectra Chile and subsidiaries

     983,733        855,758        127,975        15.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-electricity business activities and combination adjustments

     (382,639     (296,569     (86,070     29.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating cost from discontinued operations

     1,481,985        1,309,402        172,583        13.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Generation and Transmission Business: Operating Costs

Operating costs increased by Ch$ 130.7 billion, or 17.4%, in 2015, mainly due to (i) Ch$ 39.5 billion of higher other variable procurement and services costs mostly attributable to (a) Ch$ 23.7 billion related to the cost of the agreement with Gener’s Nueva Renca combined-cycle power plant that allows Endesa Chile to use its available LNG and (b) Ch$ 9.4 billion of higher water transportation costs for the operation of the San Isidro power plant, (ii) Ch$36.9 billion of higher gas transportation costs related to additional energy purchases, (iii) Ch$ 22.0 billion higher fuel consumption costs mainly due to Endesa Chile’s higher coal consumption costs of Ch$ 16.0 billion, and (iv) increased purchases of energy on the spot market of Ch$ 32.2 billion due to higher sales.

Distribution Business: Operating Costs

Operating costs of Chilectra Chile increased by Ch$ 128.0 billion, or 15.0%, in 2015, compared to 2014, mainly due to Ch$ 115.3 billion greater energy purchases, primarily due to a higher average purchase price of Ch$6.5 /GWh (13.2%) as a result of regular indexed costs adjustment that accounted for Ch$ 105.3 billion. In addition, operating costs increased because of variable procurement and service costs of Ch$ 8.2 billion, and higher transportation costs of Ch$ 4.5 billion.

 

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Selling and Administrative Expenses from Discontinued Operations

Selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses, and office materials and supplies.

The following table sets forth our selling and administrative expenses as a percentage of our consolidated total selling and administrative expenses from discontinued operations for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
       2015          2014    
     (in %)  

Selling and Administrative Expenses as a Percentage of Total Selling and Administrative Expenses from discontinued operations

     

Other fixed costs

     32.1         30.9   

Employee benefit expense and others

     29.5         29.4   

Depreciation, amortization and impairment losses

     38.4         39.7   
  

 

 

    

 

 

 

Total

     100.0         100.0   
  

 

 

    

 

 

 

The following table sets forth our selling and administrative expenses from discontinued operations by business for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015      2014      Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business

        

Endesa Chile and subsidiaries

     261,088         224,627         36,461        16.2   
  

 

 

    

 

 

    

 

 

   

 

 

 

Distribution Business

          

Chilectra Chile and subsidiaries

     124,706         118,028         6,678        5.7   
  

 

 

    

 

 

    

 

 

   

 

 

 

Non-electricity business and combination adjustments

     5,753         14,125         (8,372     (59.3
  

 

 

    

 

 

    

 

 

   

 

 

 

Total selling and administrative expenses from discontinued operations

     391,547         356,780         34,767        9.7   
  

 

 

    

 

 

    

 

 

   

 

 

 

Selling and administrative expenses from discontinued operations increased by Ch$ 34.8 billion, or 9.7%, in 2015, compared to 2014, mainly due to (i) higher other fixed costs of Ch$ 24.9 billion mostly attributable to increased costs related to the corporate reorganization and higher fines for sanctions and litigations, and (ii) higher charges in Endesa Chile for depreciation of Ch$ 2.8 billion from the full consolidation of GasAtacama.

 

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Operating Income from Discontinued Operations

The following table sets forh our operating income from discontinued operations by business for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015      2014      Change      Change  
     (in millions of Ch$)      (in %)  

Generation and Transmission Business

        

Endesa Chile and subsidiaries

     401,833         245,726         156,107         63.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     149,294         154,107         (4,813      (3.1
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     (27,637      (18,508      (8,743      47.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating income from discontinued operations

     523,875         381,325         142,550         37.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

Other Results from Discontinued Operations

The following table sets forth our other results from discontinued operations for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015     2014     Change     Change  
     (in millions of Ch$)     (in %)  

Financial results

  

Financial income

     15,270        14,763        507        3.4   

Financial costs

     (61,617     (59,544     (2,073     (3.5

Profit for indexed assets and liabilities

     4,839        15,264        (10,425     (68.3

Foreign currency exchange differences

     (13,395     (20,328     6,933        34.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (54,903     (49,845     (5,058     (10.1

Others

        

Gain from sales of assets

     20,056        70,893        (50,837     (71.7

Share of the profit (loss) of associates and joint ventures accounted for using the equity method

     8,905        (54,353     63,258        116.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     28,961        16,540        12,421        75.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other results from discontinued operations

     (25,942     (33,305     7,363        22.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial Results from Discontinued Operations

The net financial results for the year ended December 31, 2015 was an expense of Ch$ 54.9 billion, an increase of Ch$ 5.1 billion, or 10.1%, compared to 2014, which was mainly explained by a lower gain for indexed assets and liabilities of Ch$ 10.4 billion due to a lower inflation rate in 2015.

Others from Discontinued Operations

The gain from sales of assets for the year ended December 31, 2015 was Ch$ 20.1 billion, a decrease of Ch$ 50.8 billion or 71.7%, compared to 2014. This decrease was primary due non-recurring gains in 2014 of (i) Ch$ 42.6 billion recorded in 2014 arising from the revaluation of the 50% pre-existing investment in GasAtacama and a recognition of its accumulated currency exchange differences and (ii) Ch$ 21.1 billion recorded in 2014 from the sale of the equity interest in Los Maitenes and Aguas Santiago Poniente (ENEA

 

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Project). The decrease was partially offset by a net gain of Ch$ 14.6 billion from the sale of land (Alonso de Córdova substation) during the fourth quarter of 2015.

Our share of the profit (loss) of associates and joint ventures investments accounted for using the equity method in 2015 was Ch$ 8.9 billion, an increase of Ch$ 63.3 billion as compared to 2014, primarly due to the non-recurring impairment loss of Ch$ 69.1 billion recorded in December 2014 in connection with HidroAysén project, due to Endesa Chile’s decision not to proceed with this project. This decision was based on the uncertainty of recovering the investment made in the project, mainly as a consequence of the long judicial process in order to obtain environmental approvals.

Income Tax Expenses from Discontinued Operations

Income tax expenses totaled Ch$ 109.7 billion in 2015, a decrease of Ch$ 23.0 billion, or 17.4%, compared to 2014. The decrease in corporate income tax expense was mainly due to the absence in 2015 of a one-time effect recorded as a net deferred tax liability of Ch$ 66.7 billion in 2014, following the tax reform enacted in Chile on September 29, 2014. The 2014 tax reform established a gradual increase in the taxation rate until 2018 and is expected to slightly affect our results in the future, considering that the main impacts on deferred taxes have already been recognized.

The effective tax rate was 24.0% in 2015 and 39.9% in 2014.

Net Income from Discontinued Operations

The following table sets forth our net income before taxes, income tax expenses and net income for the years ended December 31, 2015 and 2014:

 

     Years ended December 31,  
     2015     2014     Change      Change  
     (in millions of Ch$)      (in %)  

Operating income

     523,875        381,325        142,550         37.4   

Other results

     (25,942     (33,305     7,363         22.1   
  

 

 

   

 

 

   

 

 

    

 

 

 

Net income before taxes

     497,433        348,020        149,913         43.1   

Income tax expenses

     (109,613     (132,688     23,075         17.4   
  

 

 

   

 

 

   

 

 

    

 

 

 

Net income

     388,321        215,332        172,988         80.3   

Net income attributable to the Parent Company

     293,191        178,231        114,960         64.5   

Net income attributable to non-controlling interests

     95,130        37,101        58,029         156.4   

The increase in net income attributable to non-controlling interests of Ch$ 58.0 billion in 2015 compared to 2014, is primarily due to the Ch$ 69.3 billion increase of net income attributable to the non-controlling interests of Endesa Chile for 2015, which in turn is mainly due to the increase in net income in Endesa Chile by Ch$ 154.7 billion. The controlling and economic interest in Endesa Chile is the same in both years (59.98%).

 

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3. Analysis of Results of Operations for the Years Ended December 31, 2014 and 2013.

I. Analysis of Results from Continuing Operations

Revenues from Continuing Operations

Generation and Transmission Business from continuing operations

The following table sets forth the electricity sales of our subsidiaries and the corresponding changes for the years ended December 31, 2014 and 2013:

 

     Electricity sales during the year ended December 31,  
       2014          2013          Change          Change    
     (in GWh)      (in %)  

Costanera (Argentina)

     7,051        8,962        (1,911 )      (21.3 )

El Chocón (Argentina)

     3,391        3,392        (1 )      0.02  

Dock Sud (Argentina)

     4,834        4,195        639        15.2   

Cachoeira Dourada (Brazil)

     3,903        3,564        339        9.5  

Fortaleza (Brazil)

     3,205        3,262        (57 )      (1.7 )

Emgesa (Colombia)

     15,773        16,090        (317 )      (2.0 )

Edegel (Peru)

     9,320        8,903        417        4.7  

EEPSA (Peru)

     596        594        2        0.3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     48,073         48,962        (889 )      (1.8
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business from continuing operations

The following table sets forth the electricity sales of our subsidiaries, by country, and their corresponding variations for the years ended December 31, 2014 and 2013:

 

     Electricity sales during the year ended December 31,  
         2014              2013              Change              Change      
     (in GWh)      (in %)  

Edesur (Argentina)

     17,972        18,137        (165 )      (0.9 )

Ampla (Brazil)

     11,678        11,049        629        5.7  

Coelce (Brazil)

     11,165        10,718        447        4.2  

Codensa (Colombia)

     13,660        13,342        318        2.4  

Edelnor (Peru)

     7,338        7,045        293        4.5  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     61,813         60,291         1,522         2.5  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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The table below presents our revenues from continuing operations by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

     167,630        173,768        (6,138     (3.5

Companies included:

        

Costanera (Argentina)

     75,194        94,888        (19,694     (20.8

El Chocón (Argentina)

     30,174        36,687        (6,513     (17.8

Dock Sud (Argentina)

     61,606        41,186        20,420        49.6   

Cemsa (Argentina)

     1,281        1,591        (310     (19.5

Other

     (625     (584     (41     7.0   

Generation and Transmission Business in Brazil

     437,033        349,612        87,421        25.0   

Companies included:

        

Cachoeira Dourada (Brazil)

     158,965        117,445        41,520        35.4   

Fortaleza (Brazil)

     210,793        168,871        41,922        24.8   

CIEN (Brazil)

     70,800        67,689        3,111        4.6   

Other

     (3,525     (4,393     868        (19.8

Generation and Transmission Business in Colombia

     753,385        639,460        113,925        17.8   

Companies included:

        

Emgesa (Colombia)

     753,373        639,503        113,870        17.8   

Other

     12        (43     55        (127.9

Generation and Transmission Business in Peru

     401,695        315,886        85,809        27.2   

Companies included:

        

Edegel (Peru)

     353,795        283,806        69,989        24.7   

EEPSA (Peru)

     50,849        33,752        17,097        50.7   

Other

     (2,949     (1,672     (1,277     76.4   

Other

     3,126        2,618        508        19.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

     1,762,869        1,481,344        281,525        19.0   

Distribution Business in Argentina

     371,412        528,653        (157,241 )      (29.7 ) 

Companies included:

        

Edesur (Argentina)

     371,412        528,653        (157,241     (29.7

Distribution Business in Brazil

     1,969,226        1,634,112        335,114        20.5   

Companies included:

        

Ampla (Brazil)

     1,092,282        945,131        147,151        15.6   

Coelce (Brazil)

     876,944        688,981        187,963        27.3   

Distribution Business in Colombia

     982,771        852,780        129,991        15.2   

Companies included:

        

Codensa (Colombia)

     982,771        852,780        129,991        15.2   

Distribution Business in Peru

     478,700        413,911        64,789        15.7   

Companies included:

        

Edelnor (Peru)

     478,700        413,911        64,789        15.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

     3,802,109        3,429,456        372,653        10.9   

Less: consolidation adjustments and non-core activities

     (358,608     (382,652     24,044        (6.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues

     5,206,370        4,528,148        678,222        15.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Generation and Transmission Business: Revenues from Continuing Operations

In Argentina, revenues from Costanera fell by Ch$ 19.7 billion, or 20.8% in 2014, mainly as a result of the devaluation of Argentine peso to the Chilean peso, which led to a 22.3% decrease, or Ch$ 21.2 billion, in 2014 when compared to 2013, partially offset by a Ch$ 1.5 billion revenue increase related to its combined-cycle availability contract executed with the Secretary of Energy. Revenues from El Chocón decreased by 17.8% or Ch$ 6.5 billion, mainly due to devaluation of the Argentine peso by Ch$ 8.2 billion, partially offset by the impact of Resolution No 529/2014 that updated tariffs and increased El Chocón’s revenues by Ch$ 1.5 billion. Revenues of Dock Sud increased by Ch$ 20.4 billion in 2014, mainly as a consequence of its full consolidation in 2014 compared to 2013, when it was consolidated only since April 2013, following our 2013 capital increase, which implied in 2014 Ch$ 21.5 billion in additional revenues, in addition to Ch$ 7.7 billion greater thermal dispatch of 1,204 GWh. The increases were partially compensated by the devaluation of the Argentine peso that implied Ch$ 9.2 billion of less revenue.

In Brazil, revenues from Cachoeira Dourada rose by Ch$ 41.5 billion, or 35.4%, in 2014, mainly as a result of an Ch$ 20.0 billion increase related to higher spot market sale prices and a Ch$ 13.6 billion increase due to 339 GWh higher physical energy sales. Revenues from Fortaleza increased by 24.8% or Ch$ 41.9 billion for 2014 mainly due to Ch$ 32.3 billion higher average sale prices. Revenues from CIEN improved by 4.6% or Ch$ 3.1 billion mainly due to appreciation of the Brazilian real in relation to the Chilean peso that implied Ch $ 3.8 billion higher revenues.

Revenues from Emgesa, in Colombia, increased by Ch$ 113.9 billion, or 17.8%, in 2014, mainly due to a Ch$ 65 billion increase in energy sale revenues mainly due to higher spot price because of the drought and the appreciation of the Colombian peso in relation to the Chilean peso, which in both periods resulted in a 7.6% increase in terms of Chilean peso, or Ch$ 48 billion higher revenues in 2014 when compared to 2013.

Revenues from Edegel in Peru increased by Ch$ 70.0 billion, or 24.7%, in 2014, mainly due to a 13.6% increase in electricity sales as a consequence of 417 GWh higher physical sales, amounting to Ch$ 43 billion and a Ch$ 27 billion increase as result of the appreciation of the Peruvian sol in relation to the Chilean peso for both periods which resulted in a 9.6% increase in terms of Chilean peso when compared to 2013. In EEPSA, revenues were 50.7%, or Ch$ 17.1 billion, higher than in 2013 mainly as a consequence of its full consolidation in 2014 compared to 2013, when it was consolidated only since April 2013, following our 2013 capital increase, which resulted in 2014 Ch$ 14.3 billion of additional revenues in 2014.

Distribution Business: Revenues from Continuing Operations

Revenues from Edesur in Argentina fell by Ch$ 157.2 billion, or 29.7%, in 2014 mainly due to lower cost compensations recognition in the tariffs compared to 2013. In 2014, this amounted to Ch$ 144.3 billion compared with Ch$ 250.5 billion in 2013 due to the effects of Resolution No. 250/2013, which recognized costs not transferred to tariffs in 2013 for the period from May 2007 to September 2013 and in 2014 for the period from October 2013 to December 2014. In addition, sales revenue decreased by Ch$ 47.9 billion mainly due to depreciation of the Argentine peso in relation to the Chilean peso and the recognition of service quality fines of Ch$ 11.9 billion.

In Brazil, revenues from our subsidiary Ampla rose by Ch$ 147.1 billion, or 15.6%, in 2014, mainly due to the appreciation of the Brazilian real in relation to the Chilean peso of Ch$ 53.6 billion coupled to Ch$ 93.4 billion higher revenues from operations mainly composed by (i) Ch$ 49.1 billion increase due to higher physical sales and (ii) Ch$ 33.9 billion increase due to 4% greater average sale price due to the tariff review carried out by the regulator in 2014. Revenues from Coelce increased by Ch$ 188 billion, or 27.3%, in 2014, mainly due to the appreciation of the Brazilian real of Ch$ 39.1 billion coupled to Ch$ 148.8 billion higher revenues from operations mainly composed by (i) Ch$ 118.9 billion increase due to 18% greater average sale price due to the tariff review carried out by the regulator in 2014 and (ii) Ch$ 27.3 billion increase due to higher physical sales.

 

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Revenues from Codensa increased by Ch$ 130 billion, or 15.2%, in 2014 related to the appreciation of the Colombian peso to the Chilean peso by Ch$ 65.2 billion coupled to Ch$ 64.8 billion higher revenues from operations mainly composed by (i) Ch$ 39.3 billion related to 5% increase of the average sale price due to tariff adjustments and (ii) Ch$ 18.4 billion higher physical energy sales of 286 GWh mainly related to the commercial and industrial activity.

In Peru, revenues from Edelnor rose by Ch$ 64.8 billion, or 15.7%, in 2014 mainly due to Ch$ 51.2 billion higher energy sale due to a 13% higher average sale price as of result of tariff adjustments and Ch$ 9.8 billion higher revenue due to the appreciation of the Peruvian sol peso to Chilean peso.

Total Operating Costs from Continuing Operations

Total operating costs consist primarily of energy purchases from third parties, fuel consumption, depreciation, amortization and impairment losses, maintenance costs, tolls paid to transmission companies, employee salaries and administrative and selling expenses.

The following table shows the breakdown of our consolidated operating costs in Chilean pesos and, as a percentage of total consolidated operating costs, for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014      2013  
     (in millions
of Ch$)
     (in %)      (in millions
of Ch$)
     (in %)  

Energy purchases

     1,824,003         47.8         1,252,147         39.4   

Fuel consumption

     205,534         5.4         174,504         5.5   

Transportation expense

     265,185         6.9         216,859         6.8   

Other raw materials and combustibles

     336,947         8.8         446,758         14.1   

Other expenses(1)

     463,729         12.2         405,748         12.8   

Employee benefit expense and other(1)

     333,898         8.7         298,434         9.4   

Depreciation, amortization and impairment losses(1)

     389,073         10.2         382,631         12.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Operating Cost from Continuing Operations

     3,818,369         100.0         3,177,080         100.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Corresponds to selling and administration expenses

 

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The following table sets forth our operating costs (excluding selling and administrative expenses) from continuing operations by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

     47,296        56,032        (8,736     (15.6

Companies included:

        

Costanera (Argentina)

     6,777        24,318        (17,541     (72.1

El Chocón (Argentina)

     8,427        12,161        (3,734     (30.7

Dock Sud (Argentina)

     34,976        23,933        11,043        46.1   

Cemsa (Argentina)

     203        —          203        100.0   

Other

     (3,087     (4,380     1,293        (29.5

Generation and Transmission Business in Brazil

     234,225        141,839        92,386        65.1   

Companies included:

        

Cachoeira Dourada (Brazil)

     72,988        23,087        49,901        216.1   

Fortaleza (Brazil)

     158,318        106,806        51,512        48.2   

CIEN (Brazil)

     3,343        12,362        (9,019     (73.0

Other

     (424     (416     (8     1.9   

Generation and Transmission Business in Colombia

     220,460        204,521        15,939        7.8   

Companies included:

        

Emgesa (Colombia)

     220,303        204,500        15,803        7.7   

Other

     157        21        136        647.6   

Generation and Transmission Business in Peru

     151,707        112,419        39,288        34.9   

Companies included:

        

Edegel (Peru)

     133,735        95,079        38,656        40.7   

EEPSA (Peru)

     20,916        19,030        1,886        9.9   

Other

     (2,944     (1,690     (1,254     74.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

     653,688        514,811        138,877        27.0   

Distribution Business in Argentina

     161,995        169,802        (7,807 )      (4.6 ) 

Companies included:

        

Edesur (Argentina)

     161,995        169,802        (7,807     (4.6

Distribution Business in Brazil

     1,313,723        1,060,194        253,529        23.9   

Companies included:

        

Ampla (Brazil)

     707,301        574,463        132,838        23.1   

Coelce (Brazil)

     606,422        485,731        120,691        24.8   

Distribution Business in Colombia

     547,594        464,476        83,118        17.9   

Companies included:

        

Codensa (Colombia)

     547,594        464,476        83,118        17.9   

Distribution Business in Peru

     315,116        266,450        48,666        18.3   

Companies included:

        

Edelnor (Peru)

     315,116        266,450        48,666        18.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

     2,338,428        1,960,922        377,506        19.3   

Less: consolidation adjustments and non-core activities

     (360,447     (385,466     25,019        (6.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs

     2,631,669        2,090,267        541,402        25.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Generation and Transmission Business: Operating Costs from Continuing Operations

Costanera’s operating costs declined by Ch$ 17.5 billion, or 72.1%, in 2014, primarily as a consequence of an 18.2% decline in its generation which in turn reduced its fuel expenses by Ch$ 7.6 billion and its energy purchases by Ch$ 7.1 billion, related to lower energy sales. Operating costs of El Chocón were Ch$ 3.7 billion lower, or 30.7%, in 2014, mostly due to lower energy purchases of Ch$ 3.8 billion related to a higher generation in the period. Operating costs of Dock Sud rose by Ch$ 11 billion, or 46.1%, in 2014, mainly due to Ch$ 16 billion higher costs mainly as a consequence of its consolidation for the complete year compared to 2013, when it was consolidated only from the beginning of April 2013, following our 2013 capital increase.

In Brazil, operating costs of Cachoeira Dourada increased by Ch$ 49.9 billion in 2014, mainly due to higher energy purchases because of the drought that implied Ch$ 28.9 billion higher physical purchases and Ch$ 22.3 billion higher purchase prices in the spot market. Operating costs of Fortaleza rose by Ch$ 51.5 billion, or 48.2%, in 2014, mainly due to higher energy purchases of Ch$ 52.2 billion related to the increase in the energy price due to the drought of Ch$ 49.9 billion. Operating costs of CIEN decreased by Ch$ 9.0 billion, or 73.0%, in 2014, mainly due to other variable procurement and services expenses of Ch$ 8.4 billion.

In Colombia, operating costs of Emgesa increased by Ch$ 15.8 billion or 7.8%, in 2014, principally due to higher other variable procurement and services expenses of Ch$ 16.1 billion related to environmental royalties and other technical support services.

In Peru, operating costs of Edegel rose by Ch$ 38.7 billion, or 40.7%, in 2014, due to a Ch$ 14.0 billion higher fuel costs as a consequence of a 6.5% higher thermal generation due to the unavailability of some relevant generation units of the Peruvian system during the period; Ch$ 13.4 billion higher energy purchases in the spot market, and Ch$ 12.1 billion higher transportation costs related to higher toll costs. In EEPSA, operating costs increased by Ch$ 1.9 billion, or 9.9%, in 2014, mainly as a consequence of its consolidation for the complete year compared to 2013, when it was consolidated only from the beginning of April 2013, following our 2013 capital increase.

Distribution Business: Operating Costs from Continuing Operations

Operating costs of Edesur declined by Ch$ 7.8 billion, or 4.6%, in 2014, mainly due to the devaluation of Argentine peso in relation to the Chilean peso that resulted in Ch$ 37.9 billion lower costs, partially offset by Ch$ 29.6 billion higher energy purchase cost due to greater purchase price.

In Brazil, operating costs of Ampla increased by Ch$ 132.8 billion, or 23.1%, in 2014, mainly as result of Ch$ 145.2 billion increase energy purchases attributable to higher purchase price because of the drought, Ch$ 32.6 billion due to the appreciation of the Brazilian real in relation to the Chilean peso and Ch$ 25.2 billion because of higher physical purchases. These increases were partially offset by a Ch$ 71.1 billion reduction on other variable procurement and services expenses due to regulatory charges. In Coelce, operating costs rose by Ch$ 120.7 billion, or 24.8%, in 201, mainly due to Ch$ 112.2 billion greater energy purchases due to higher prices as a result of the drought, Ch$ 37.6 billion due to the appreciation of the Brazilian real and Ch$ 21.6 billion due to higher physical purchases, partially offset by a Ch$ 50.8 billion reduction on other variable procurement and services expenses due to regulatory charges.

In Codensa, operating costs rose by Ch$ 83.1 billion, or 17.9%, in 2014, mainly due to Ch$42.0 billion higher energy cost due to 11% higher average purchase price in the spot market and Ch$ 35.5 billion higher cost due to appreciation of the Colombian peso in relation to the Chilean peso.

Operating costs of Edelnor increased by Ch$ 48.7 billion, or 18.3%, in 2014, mainly due to Ch$ 36.7 billion higher energy purchase due to 14% higher average purchase price and Ch$ 6.3 billion higher cost due to appreciation of the Peruvian sol in relation to the Chilean peso.

 

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Selling and Administrative Expenses from Continuing Operations

Selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses, and office materials and supplies.

The following table sets forth our consolidated selling and administrative expenses from continuing operations, as a percentage of total consolidated selling and administrative expenses from continuing operations, for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
         2014              2013      
     (in %)  

Selling and Administrative Expenses as a Percentage of Selling and Administrative Expenses

     

Other expenses

     39.1        37.3  

Staff benefit costs

     28.1        27.5  

Depreciation, amortization and impairment losses

     32.8        35.2  
  

 

 

    

 

 

 

Total

     100         100   
  

 

 

    

 

 

 

 

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The following table sets forth our selling and administrative expenses from continuing operations by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

     81,625        82,607        (982 )      (1.2 ) 

Companies included:

        

Costanera (Argentina)

     54,715        49,426        5,289        10.7   

El Chocón (Argentina)

     7,408        10,290        (2,882     (28.0

Dock Sud (Argentina)

     17,165        19,788        (2,623     (13.3

Cemsa (Argentina)

     1,912        2,032        (120     (5.9

Other

     425        1,071        (646     (60.3

Generation and Transmission Business in Brazil

     53,974        47,168        6,806        14.4   

Companies included:

        

Cachoeira Dourada (Brazil)

     14,124        12,550        1,574        12.5   

Fortaleza (Brazil)

     15,481        13,026        2,455        18.8   

CIEN (Brazil)

     25,336        22,797        2,539        11.1   

Other

     (967     (1,205     238        (19.8

Generation and Transmission Business in Colombia

     83,435        71,010        12,425        17.5   

Companies included:

        

Emgesa (Colombia)

     83,435        71,010        12,425        17.5   

Other

        

Generation and Transmission Business in Peru

     91,131        83,893        7,238        8.6   

Companies included:

        

Edegel (Peru)

     78,902        76,535        2,367        3.1   

EEPSA (Peru)

     12,345        7,473        4,872        65.2   

Other

     (116     (115     (1     0.9   

Other

     (1,286     214        (1,500     n.a.   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

     308,879        284,892        23,987        8.4   

Distribution Business in Argentina

     260,646        236,853        23,793        10.0   

Companies included:

        

Edesur (Argentina)

     260,646        236,853        23,793        10.0   

Distribution Business in Brazil

     354,277        340,302        13,975        4.1   

Companies included:

        

Ampla (Brazil)

     201,135        198,469        2,666        1.3   

Coelce (Brazil)

     153,142        141,833        11,309        8.0   

Distribution Business in Colombia

     173,202        147,417        25,785        17.5   

Companies included:

        

Codensa (Colombia)

     173,202        147,417        25,785        17.5   

Distribution Business in Peru

     72,598        63,356        9,242        14.6   

Companies included:

        

Edelnor (Peru)

     72,598        63,356        9,242        14.6   

Other

     1,250        1,178        72        6.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

     861,973        789,106        72,867        9.2   

Less: consolidation adjustments and non-core activities

     15,849        12,815        3,034        23.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total selling and administrative expenses

     1,186,701        1,086,813        99,888        9.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Selling and administrative expenses from continuing operations increased by Ch$ 99.9 billion, or 9.2%, in 2014 as compared to 2013 as explained below.

In Codensa, selling and administrative expenses increased by Ch$ 25.8 billion mainly due to Ch$ 12.3 billion in depreciation and impairment expenses and Ch$ 11.8 billion increase of other fixed expenses related to network maintenance.

In Edesur, selling and administrative expenses increased by Ch$ 23.8 billion mainly due to Ch$ 16.2 billion higher personnel expenses and Ch$ 7.6 billion due to network maintenance.

In Emgesa, expenses increased by Ch$ 12.4 billion, mainly as a result of Ch$ 7.0 billion higher charges of depreciation, amortization and impairment losses and Ch$ 4.3 billion higher other fixed operating and higher payroll expenses related to El Quimbo project.

In Coelce, selling and administrative expenses increased by Ch$ 11.3 billion mainly due to Ch$ 8.7 billion higher network maintenance and to Ch$ 2.7 billion higher personnel cost.

In Edelnor, selling and administrative expenses increased by Ch$ 9.2 billion mainly due to Ch$ 3.7 billion higher network maintenance, Ch$3.4 billion higher charges of depreciation, amortization and impairment losses and Ch$ 2.1 billion higher personnel expenses.

In Costanera, selling and administrative expenses increased by Ch$ 5.3 billion mainly due Ch$ 4.8 billion resulting from wage increases in 2014.

 

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Operating Income from Continuing Operations

The following table sets forth our income from continuing operations by reportable segments and by operating segments within such reportable segments for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business in Argentina

     38,708        35,129        3,579        10.2   

Companies included:

        

Costanera (Argentina)

     13,702        21,144        (7,442     (35.2

El Chocón (Argentina)

     14,339        14,236        103        0.7   

Dock Sud (Argentina)

     9,465        (2,535     12,000        n.a.   

Cemsa (Argentina)

     (834     (441     (393     89.1   

Other

     2,036        2,725        (689     (25.3

Generation and Transmission Business in Brazil

     148,834        160,605        (11,771 )      (7.3 ) 

Companies included:

        

Cachoeira Dourada (Brazil)

     71,853        81,808        (9,955     (12.2

Fortaleza (Brazil)

     36,994        49,039        (12,045     (24.6

CIEN (Brazil)

     42,121        32,530        9,591        29.5   

Other

     (2,134     (2,772     638        (23.0

Generation and Transmission Business in Colombia

     449,490        363,929        85,561        23.5   

Companies included:

        

Emgesa (Colombia)

     449,635        363,993        85,642        23.5   

Other

     (145     (64     (81     126.6   

Generation and Transmission Business In Peru

     158,857        119,574        39,283        32.9   

Companies included:

        

Edegel (Peru)

     141,158        112,192        28,966        25.8   

EEPSA (Peru)

     17,588        7,249        10,339        142.6   

Other

     111        133        (22     (16.5

Other

     4,413        2,404        2,009        83.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Generation and Transmission Business reportable segment

     800,302        681,641        118,661        17.4   

Distribution Business in Argentina

     (51,229 )      121,998        (173,227 )      (142.0 ) 

Companies included:

        

Edesur (Argentina)

     (51,229     121,998        (173,227     (142.0

Other

        

Distribution Business in Brazil

     301,226        233,616        67,610        28.9   

Companies included:

        

Ampla (Brazil)

     183,846        172,199        11,647        6.8   

Coelce (Brazil)

     117,380        61,417        55,963        91.1   

Other

        

Distribution Business in Colombia

     261,975        240,888        21,087        8.8   

Companies included:

        

Codensa (Colombia)

     261,975        240,887        21,088        8.8   

Other

       1        (1     (100.0

Distribution Business in Peru

     90,986        84,105        6,881        8.2   

Companies included:

        

Edelnor (Peru)

     90,986        84,105        6,881        8.2   

Other

     (1,250     (1,181     (69     5.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Distribution Business reportable segment

     601,708        679,426        (77,718 )      (11.4 ) 

Less: consolidation adjustments and non-core activities

     (14,010     (9,999     (4,011     40.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating income

     1,388,000        1,351,068        36,932        2.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Other Results from Continuing Operations

The following table sets forth our other results from continuing operations for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Financial result

      

Financial income

     251,122       246,616       4,506       1.8  

Financial costs

     (432,314 )     (325.972 )     (106,342 )     (32.6 )

Results from indexed assets and liabilities

     (13,630 )     (11,008 )     (2,622 )     (23.8 )

Net foreign currency exchange gains (losses)

     (18,494 )     (28,535 )     10,041       35.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (213,316 )     (118,899 )     (94,417 )     (79.4 )

Other

        

Other gain (losses)

     877       4,642       (3,765 )     (81.1 )

Share of the profit of associates and joint ventures accounted for using the equity method

     2,560       980       1,580       161.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     3,437       5,622       (2,185 )     (38.9 )
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other results

     (209,879 )     (113,277 )     (96,602 )     (85.3 )
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial Results from Continuing Operations

The net financial results for 2014 was an expense of Ch$ 213.1 billion. The expense increased Ch$ 94.4 billion, or 79.4%, in comparison to 2013.

This was mainly explained by higher financial costs of Ch$ 106.4 billion, mainly due to (i) an increase of Ch$ 68.7 billion related to the revaluation of non-amortized assets at the end of the concessions in Ampla and Coelce to their new replacement values, (ii) Ch$ 26.9 billion relating to interest on loans and bonds and (iii) Ch$ 8.9 billion in higher financial provisions.

In addition, we recorded higher financial income of Ch$ 4.5 billion, mainly due to increased non-recurring income of Ch$ 84.5 billion from a debt restructuring agreed between Mitsubishi Corporation (“MC”) and Costanera in October 2014, which resulted in US$ 107 million in higher financial income, including principal and interest. In accordance with the terms, MC forgave accrued interest of US$ 66 million as of September 30, 2014. This result was offset by (i) reduced income of Ch$ 54.6 billion as a result of the revaluation of non-amortized assets at the end of the concessions in Ampla and Coelce to their new replacement values, (ii) lower income from time deposits and other financial instruments of Ch$ 11.6 billion, (iii) lower financial income of Ch$ 8.5 billion, mainly from customer financing agreements and (iv) reduced income of Ch$ 4.0 billion in Edesur as a result of lower compensation under Resolution No. 250/2013 (Costs Monitoring Mechanism or “MMC” in its Spanish acronym), compared to 2013.

Income Taxes

Income tax expenses decreased by Ch$ 16.5 billion, mainly due to the net deferred tax liabilities position for the Peruvian companies for Ch$ 24.8 billion, since following the application of Law 30,296, there will applied gradual prospective reductions in the tax rate from 2015; thus, there was recorded the corresponding adjustment to reflect the change in the forthcoming applicable tax rates. This was partially compensated by a Ch$ 6.9 billion increase in the income tax expense in Codensa due to higher net taxable income.

The effective tax rate was 36.2% in 2014 and 35.8% in 2013, mainly as result of higher taxes generated due to the devaluation of the Chilean peso in terms of the U.S. dollar that have impacted the U.S dollar denominated

 

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balance for tax purposes of our foreign investments (i.e., tax base of the foreign investments), considering that the tax currency of Enersis Américas is the Chilean peso. In 2014, the Chilean peso depreciated against the U.S. dollar, thereby increasing the tax bases of our foreign investments and increasing the current income tax expense for 2014 as compared to 2013.

The following table sets forth the tax effect of rates applied in other countries that creates a difference between the domestic tax rates in Chile (21% for 2014 and 20% for 2013) and tax rates enacted in each foreign jurisdiction:

 

     Tax Rates (%)     Tax effect of rates applied in
other countries
 
     2014     2013     2014
ThCh$
     2013
ThCh$
 

Argentina

     35.00     35.00     7,239,770         (9,490,495

Brazil

     34.00     34.00     (41,357,762      (60,577,638

Colombia

     34.00     34.00     (84,883,915      (77,854,660

Peru

     30.00     30.00     (21,030,440      (18,679,952

Spain

     30.00     30.00     —           (6,553,041
      

 

 

    

 

 

 
         (140,032,347      (173,155,786
      

 

 

    

 

 

 

The reconciling tax effect in Argentina decreased during 2014, compared to 2013 due to a decrease in the taxable income of our subsidiary Edesur, as a result of increased costs recognized due to new resolutions issued by the market regulator. The effective tax rate was (48.97)% in 2014 and 29.45% in 2013, mainly explained by the recognition in 2014 of foreign currency exchange losses in DockSud which resulted in a financial net loss for financial reporting purposes, however, since such foreign exchange losses were non-deductible for tax purposes, it resulted in an additional taxable income, therefore resulting in a negative effective tax rate as compared to 2013.

The reconciling tax effect in Brazil produced by the operations decreased in 2014, compared to 2013, due to lower taxable income in our Brazilian subsidiaries as a consequence of decreased revenues due to lower local electricity demand. The effective tax rate was 26.21% in 2014 and 22.78% in 2013, as a result of having obtained a lower tax benefit (SUDENE), which provides a 75% reduction in the corporate income tax expenses, recognized in 2014 as compared to 2013 in our subsidiary Coelce.

With regards to Colombia, the reconciling tax effect increased in 2014, as compared to 2013, due to higher taxable income in the subsidiary Codensa, as a result of an increase in its revenues. The effective tax rate was 31.92% in 2014 and 32.69% in 2013, due to a higher tax benefit obtained from capital expenditures incurred from our subsidiary Emgesa in the construction of the El Quimbo power plant in 2014 as compared to 2013.

The reconciling tax effect in Peru increased in 2014, as compared to 2013, due to higher taxable income in the subsidiaries Edelnor and Edegel, as a result of an increase in its revenues. The effective tax rate was 13.93% in 2014 and 17.43% in 2013, which is mainly explained by the impact of the effective tax rate in 2014 in relation to the tax reform implemented in Peru, which effected a progressive reduction in the tax rates. The effect of the prospective changes in local future applicable tax rates was recognized in 2014, thus, decreasing the effective tax rate.

 

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Net Income

The following table sets forth our consolidated income from continuing operations before income taxes, income taxes, net income from discontinued operations and net income for the years ended December 31, 2014 and 2013:

 

     Year ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Operating income

     1,388,000       1,351,068       36,932       2.7  

Other results

     (209,879 )     (113,277 )     (96,602 )     85.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before tax

     1,178,121       1,237,791       (59,670 )     (4.8 )

Income tax

     (425,958 )     (442,455 )     16,497       (3.7 )
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income from continuing operations

     752,163        795,336        (43,173     (5.4

Income from discontinued operations

     215,332        318,065        (102,733     (32.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to:

     967,495       1,113,401       (145,906 )     (13.1 )

Net income attributable to the parent company

     571,873       658,514       (86,641 )     (13.2 )

Net income attributable to non-controlling interests

     395,622       454,887       (59,265 )     (13.0 )

 

II. Analysis of Results from Discontinued Operations

Revenues from Discontinued Operations

Generation and Transmission Business

The following table sets forth the physical electricity sales of Endesa Chile and its subsidiaries and the corresponding changes for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in GWh)      (in %)  

Endesa Chile and subsidiaries

     21,156         20,406         750         3.7%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

The following table sets forth the physical electricity sales of Chilectra Chile and the corresponding changes for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in GWh)             (in %)  

Chilectra Chile

     15,690         15,140         550         3.6
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth our revenues by business for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business

      

Endesa Chile and subsidiaries

     1,220,566        959,787        260,779        27.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Distribution Business

        

Chilectra Chile and subsidiaries

     1,127,893        975,024        152,869        15.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-electricity business and combination adjustments

     (300,952     (198,513     (102,439     51.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     2,047,507        1,736,298        311,209        17.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Generation and Transmission Business: Revenues

Revenues increased by Ch$ 260.8 billion, or 27.2%, in 2014 compared to 2013, mainly due to (i) Ch$ 160 billion as result of a 29.5% increase in average energy sales prices; (ii) Ch$ 113.0 billion of revenues contributed by GasAtacama, which has been consolidated by Endesa Chile since May 2014, and (iii) Ch$ 30 billion as a consequence of an increase in physical sales of 3.7% mainly to distribution companies. This increase was partially offset by Ch$ 39.7 billion lower revenues from other services, mostly tolls.

Distribution Business: Revenues

Revenues from Chilectra Chile increased by Ch$ 152.9 billion, or 15.7%, in 2014 compared to 2013, as a result of (i) higher average energy prices due to indexed cost adjustments not previously reflected that contributed higher revenues of Ch$ 124.5 billion and (ii) Ch$ 30.6 billion due to 550 GWh, or 3.6%, higher physical sales due to lower temperatures than the previous year. The number of customers rose by approximately 43,400 in 2014 compared to 2013, totaling approximately 1,737,300.

Operating Costs from Discontinued Operations

Operating costs consist primarily of energy purchases from third parties, fuel purchases, depreciation, amortization and impairment losses, maintenance costs, tolls paid to transmission companies, employee salaries and administrative and selling expenses.

The following table sets forth our operating costs in Chilean pesos and as a percentage of total operating costs for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014      2013  
     (in million
of Ch$)
     (in %)      (in million
of Ch$)
     (in %)  

Energy purchases

     788,421         47.3         568,437         42.2   

Fuel purchases

     305,480         18.3         211,612         15.7   

Transportation costs

     151,949         9.1         182,821         13.6   

Depreciation, amortization and impairment losses(1)

     141,623         8.5         127,720         9.5   

Other fixed costs(1)

     110,321         6.7         114,351         8.5   

Employee benefit expense and others(1)

     104,836         6.3         105,283         7.8   

Other variable cost

     63,553         3.8         36,004         2.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs from discontinued operations

     1,666,182         100.0         1,346,228         100.0   

 

(1) Corresponds to selling and administration expenses.

Our 2014 total operating cost structure from discontinued operations remained similar to our 2013 operating cost structure, except for the energy purchases that increased due to the stoppage of the Bocamina II thermal plant from December 2013 through 2014.

 

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The following table sets forth our operating costs (excluding selling and administrative expenses) from discontinued operations by business for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business

      

Endesa Chile and subsidiaries

     750,213        494,892        255,321        51.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Distribution Business

        

Chilectra Chile and subsidiaries

     855,758        712,458        143,300        20.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-electricity business and combination adjustments

     (296,569     (208,476     (88,093     (42.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,309,402      $ 998,874        310,528        31.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Generation and Transmission Business: Operating Costs

Operating costs of Endesa Chile increased by Ch$ 255.3 billion, or 51.6%, in 2014 compared to 2013, mainly due to (i) Ch$ 164.0 billion increased purchases of energy on the spot market, primarly due to the stoppage of the Bocamina II thermal power plant from December 2013 through 2014 and (ii) Ch$ 93.9 billion higher fuel consumption costs mainly as a consequence of the full consolidation of GasAtacama since May 2014, which increased costs by Ch$ 53.9 billion and a Ch$ 35.0 billion increase associated with the San Isidro and Tarapaca thermal plants due to higher price of LNG.

Distribution Business: Operating Costs

Operating costs of Chilectra Chile increased by Ch$ 143.3 billion, or 20.1%, in 2014 compared to 2013, mainly due to greater energy purchases of Ch$ 137.9 billion to cover the physical energy sales, of which Ch$ 111.4 billion was the result of higher average purchase price of Ch$ 6.9/GWh due to the regular indexed cost adjustments and Ch$ 26.5 billion by 589 GWh of higher physical energy purchases.

Selling and Administrative Expenses from Discontinued Operations

Selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses, and office materials and supplies.

The following table sets forth our selling and administrative expenses, as a percentage of our consolidated selling and administrative expenses from discontinued operations, for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
         2014              2013      
     (in %)  

Selling and Administrative Expenses as a Percentage of Selling and Administrative Expenses

  

Other fixed costs

     30.9         32.9   

Employee benefit expense and others

     29.4         30.3   

Depreciation, amortization and impairment losses

     39.7         36.8   
  

 

 

    

 

 

 

Total

     100.0         100.0   
  

 

 

    

 

 

 

 

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The following table sets forth our selling and administrative expenses from discontinued operations by business for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014      2013      Change     Change  
     (in millions of Ch$)     (in %)  

Generation and Transmission Business

        

Endesa Chile and subsidiaries

     224,627         202,030         22,597        11.2   
  

 

 

    

 

 

    

 

 

   

 

 

 

Distribution Business

          

Chilectra Chile and subsidiaries

     118,028         122,503         (4,475     (3.7
  

 

 

    

 

 

    

 

 

   

 

 

 

Non-electricity business and combination adjustments

     14,125         22,821         (8,696     (38.1
  

 

 

    

 

 

    

 

 

   

 

 

 

Total selling and administrative expenses from discontinued operations

     356,780         347,354         9,426        2.7   
  

 

 

    

 

 

    

 

 

   

 

 

 

Selling and administrative expenses from discontinued operations increased by Ch$ 9.4 billion, or 2.7%, in 2014 compared to 2013, mainly due to higher charges for depreciation and an impairment of Ch$ 21.2 billion in the generation and transmission business, which includes Ch$ 12.6 billion of impairment losses with respect to the Punta Alcalde project. On January 29, 2015, Endesa Chile halted development of the power plant and the related transmission project in light of the changes requested by a Chilean court, which may require major modifications to make the project economically and technologically more sustainable. This was offset by Ch$7.2 billion lower depreciation and impairment losses in Chilectra Chile.

Operating Income from Discontinued Operations

The following table sets forth our operating income from discontinued operations by business for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Generation and Transmission Business

        

Endesa Chile and subsidiaries

     245,726         262,865         (17,139      (6.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     154,107         140,063         14,044         10.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     (18,508      (12,858      (5,670      (43.9
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     381,325         390,070         (8,745      (2.2
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Other Results from Discontinued Operations

The following table sets forth other results from discontinued operations for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Financial results

      

Financial income

     14,763        13,511        1,252        9.3   

Financial costs

     (59,544     (62,395     2,851        4.6   

Profit for indexed assets and liabilities

     15,264        1,593        13,671        n.a.   

Foreign currency exchange differences

     (20,328     (1,838     (18,490     n.a.   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (49,845     (49,130     (715     (1.5

Others

        

Gain from sales of assets

     70,893        14,528        56,365        n.a.   

Share of the profit (loss) of associates and joint ventures accounted for using the equity method

     (54,353     24,309        (78,662     n.a.   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     16,540        38,837        (22,297     (57.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other results from discontinued operations

     (33,305     (10,293     (23,012     n.a.   
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial Results from Discontinued Operations

The net financial results for 2014 was a net expense of Ch$ 49.8 billion very similar to 2013 mainly explained by increased charges for foreign currency exchange differences of Ch$ 18.5 billion, as a result of the devaluation of the Chilean peso against the U.S. dollar that affected the valuation of derivative instruments that was partially offset by a gain for indexation adjustments of Ch$ 13.7 billion mainly due to the positive variation of financial derivatives asset positions over the UF and lower financial costs by Ch$ 2.9 billion.

Others from Discontinued Operations

Gains from sales of assets increased by Ch$ 56.4 billion, mainly due to the recognition of a Ch$ 42.5 billion gain arising from the revaluation of the 50% pre-existing investment in GasAtacama and the recognition of its accumulated currency exchange differences, and a Ch$ 21.1 billion gain on the sale of Los Maitenes and Aguas Santiago Poniente (Enea Project in former Manso de Velasco), partially offset by reduced sales of investment properties and transmission lines of Ch$ 11.0 billion.

The share of profits (loss) of associates and joint ventures accounted for using the equity method decreased by Ch$ 78.7 billion, mainly as a result of an impairment loss of Ch$ 69.1 billion in connection with the HidroAysén project, due to Endesa Chile’s decision not to proceed with this project. This decision was based on the uncertainty of recovering the investment made in the project, mainly as a consequence of the long judicial process required to obtain environmental approvals. This result also decreased by Ch$13.9 billion as a result of the full consolidation of GasAtacama Holding beginning in 2014 and not being accounted under the equity method as it was during the 2013. Such decreases were partially offset by an increase of Ch$ 4.4 billion relating to Electrogas.

As a result of all the foregoing, total non-operating results for 2014 amounted to a net expense of Ch$ 33.4 billion.

Income Taxes from Discontinued Operations

Income tax increased by Ch$ 71.0 billion in 2014 compared to 2013 mainly due to (i) increased charges of Ch$ 62.0 billion due to the one-time recognition effect of net deferred tax liabilities as a result of the application

 

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of the tax reform enacted in Chile on September 29, 2014, which established a gradual increase in the taxation rate and, (ii) the additional net income due to the the full consolidation of GasAtacama that resulted in additional income tax by Ch$ 10.2 billion.

The effective tax rate was 39.9% in 2014 and 16.5% in 2013.

Net Income from Discontinued Operations

The following table sets forth our net income before taxes, income tax expenses and net income for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014     2013     Change     Change  
     (in millions of Ch$)     (in %)  

Operating income

     381,325        390,070        (8,745     (2.2

Other results

     (33,305     (10,293     (23,012     n a   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income before taxes

     348,020        379,777        (31,757     (8.4

Income tax expenses

     (132,688     (61,712     (70,976     n.a.   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     215,332        318,065        (102,733     (32.3

Net income attributable to the Parent Company

     178,231        235,207        (56,976     (24.2

Net income attributable to non-controlling interests

     37,101        82,858        (45,758     (55.2

The net income attributable to non-controlling interests decreased by Ch$ 45.8 billion in 2014 compared to 2013 primarily due to the Ch$ 46.9 billion of lower net income attributable to the non-controlling interests of Endesa Chile for the corresponding years, which in turn is mainly due to the decrease in the net income contributed by Endesa Chile of Ch$ 117 billion. The controlling and economic interest in Endesa Chile remained the same in both periods (59.98%).

 

B. Liquidity and Capital Resources.

We are a company with no significant assets other than the stock of our subsidiaries. The following discussion of cash sources and uses reflects the key drivers of our cash flow.

We, on a stand-alone basis, receive cash inflows from our subsidiaries, as well as from related companies. Our subsidiaries and associates’ cash flows may not be available to satisfy our own liquidity needs, mainly because they are not wholly-owned, and because there is a time lag before we have effective access to those funds through dividends or capital reductions. However, we believe that cash flow generated from our business operations, as well as cash balances, borrowings from commercial banks, and ample access to both Chilean and foreign capital markets will be sufficient to satisfy all our needs for working capital, debt service, dividends and routine capital expenditures in the foreseeable future.

In March 2013, we completed a Ch$ 2,846 billion (US$ 6.0 billion) capital increase, pursuant to which our minority shareholders contributed approximately Ch$ 1,121 billion (US$ 2.4 billion) in cash and Endesa Spain contributed in-kind with assets worth Ch$ 1,700 billion (US$ 3.6 billion) (see “Item 4. Information on the Company — A. History and Development of the Company”).

 

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Set forth below is a summary of our consolidated cash flow information (including both contiunued and discontinued operations) for the years ended December 31, 2015, 2014 and 2013.

 

     Year ended December 31,  
     2015     2014     2013  
     (in billions of Ch$)  

Net cash flows from (used in) operating activities

     1,923        1,698        1,701   

Net cash flows from (used in) investing activities

     (1,215     (300     (1,224

Net cash flows from (used in) financing activities

     (1,060     (1,283     337   
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of exchange rates changes

     (352     115        814   

Effects of exchange rate changes on cash and cash equivalents

     23        (17     (24

Cash and cash equivalents at beginning of period

     1,705        1,606        816   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

     1,329        1,705        1,606   

Set forth below is a summary of the net cash flow attributable to discontinued operations for the years ended December 31, 2015, 2014 and 2013.

 

     Year ended December 31,  
       2015         2014         2013    
     (in billions of Ch$)  

Net cash flows from (used in) operating activities

     577        265        443   

Net cash flows from (used in) investing activities

     (297     (189     (106

Net cash flows from (used in) financing activities

     (273     (159     (216
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of exchange rates changes

     6        (83     120   

Effects of exchange rate changes on cash and cash equivalents

     5        1        0.4   

Cash and cash equivalents at beginning of period

     133        215        94   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

     144        133        215   

For the year ended December 31, 2015, net cash flow from operating activities was Ch$ 1,923 billion, an increase of Ch$ 225 billion, or 13.3%, compared to Ch$ 1,698 billion for the same period of 2014, primarily as a consequence of an increase in collections from the sale of goods and services of Ch$ 1,197 billion comprised of (i) Ch$ 337 billion from Chilectra Chile due to an increase of the tariff to regulated customers, despite the slight decrease in the collection rate from 99.6% to 97.0% in 2015 compared to 2014, (ii) Ch$ 286 billion of Endesa Chile on a stand-alone basis as a consequence of an increase in physical sales, (iii) Ch$ 265 billion from Edesur due to higher revenues as a result of the application of Resolution No. 32/2015, (iv) Ch$ 116 billion from the full consolidation of GasAtacama, and (v) Ch$ 88 billion from Edelnor as a consequence of increased revenues of Ch$ 83.4 million in 2015.

The increase in collections from the sale of goods and services in 2015 was partially offset by:

 

  (i)

an increase in payments to suppliers for goods and services of Ch$ 479 billion comprised of: (a) Ch$ 135 billion from Edesur due to the application of Resolution No. 32/2015, which allows trade and other payables to be offset against trade and other receivables, (b) Ch$ 133 billion from Chilectra Chile mainly due to Ch$ 115.3 billion of higher energy purchases due to the higher indexation cost adjustments, (c) Ch$ 86 billion from Endesa Chile, on a stand-alone basis, of payments to third parties, which was mostly a consequence of higher variable procurement and services of Ch$ 39.5 billion, mostly attributable to costs related to the lease of Gener’s Nueva Renca combined-cycle power plant for use of Endesa Chile’s available LNG and Ch$ 36.9 billion higher transportation costs related to additional energy purchases, (d) Ch$ 80 billion from Emgesa as a consequence of Ch$ 82 billion higher energy purchases, (e) Ch$ 80 billion from Ampla due to higher energy purchases of Ch$ 75 billion

 

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  related to the drought, and (f) Ch$ 64 billion from the full inclusion of GasAtacama, compensated by Ch$ 94 billion from Codensa mainly due to the currency translation effect of converting Colombian pesos to Chilean pesos;

 

  (ii) a decrease in other collections from operating activities of Ch$ 200 billion mainly due to a decrease in Ampla of Ch$ 113 billion and in Coelce of Ch$ 72 billion, in both cases as a consequence of less collection of the CDE charges (see “Item 4. Information on the Company — B. Business Overview — Electricity Industry Regulatory Framework — Brazil — Regulation of Distribution Companies — Energy Development Account, “Cuenta de Desarrollo Energético - CDE”);

 

  (iii) an increase in other payments for operating activities of Ch$ 155 billion mainly attributable to lower VAT payments by Ampla of Ch$ 159 billion as a consequence of lower sales;

 

  (iv) an increase in payments to and on behalf of employees of Ch$ 72 billion mainly attributable to Ch$ 69 billion of increases in wages and benefits in Edesur;

 

  (v) an increase in other outflows of cash of Ch$ 34 billion mainly attributable to Ch$ 25 billion as a consequence of higher VAT related to higher sales in Chilectra Chile; and

 

  (vi) an increase in income taxes paid of Ch$ 23 billion, mainly due to higher sales in Endesa Chile.

See “Item 5. Operating and Financial Review and Prospects — A. Operating Results.— 2. Analysis of Results of Operations for the Years Ended December 31, 2015 and 2014.”

For the year ended December 31, 2014, net cash flow from operating activities was Ch$ 1,698 billion, a decrease of Ch$ 3 billion, or 0.2%, compared to 2013, primarily as a consequence of:

 

  (i) an increase in payments to suppliers for goods and services of Ch$ 705 billion (Ch$ 205 billion from Endesa Chile, on a stand-alone basis, mainly due to Ch$ 164.0 billion greater purchases of energy on the spot market, principally as a consequence of the stoppage of Bocamina II coal fired power plant during 2014, Ch$ 90 billion from the full consolidation of GasAtacama, Ch$ 236 billion from Brazilian subsidiaries due to higher energy purchases of Ampla, Coelce, Cachoeira and Fortaleza, all of whom were affected by higher energy prices caused by the drought);

 

  (ii) an increase in other payments for operating activities of Ch$ 242 billion mainly related to Codensa’s credit card program which is offered through an unrelated bank and in Edelnor related to other maintenance costs;

 

  (iii) a decrease in collections from insurance policies and services, annual payments, and other benefits from policies held of Ch$ 54 billion mainly in Endesa Chile since in 2013, Endesa Chile received a Ch$ 72.2 billion reimbursement from the insurance company for the loss of profits from the Bocamina I power plant and Ch$ 1.4 billion of material damages at the Bocamina II power plant, both related to the 2010 earthquake in Chile;

 

  (iv) an increase in income tax payments of Ch$ 47 billion, mainly in Enersis Américas on a stand-alone basis due to greater anticipated payments of income tax; and

 

  (v) an increase in payments to and on behalf of employees of Ch$ 34 billion, mainly in Argentina and Brazil.

All of which were partially offset by the increase in collections from the sale of goods and services of Ch$ 840 billion (Ch$ 169 billion from Endesa Chile, on a stand-alone basis, mainly due to higher physical sales, Ch$ 122 billion from the full consolidation of GasAtacama, Ch$ 122 billion from Emgesa and Chinango due to higher physical sales and the positive effect of converting Colombian pesos into Chilean pesos and Ch$ 88 billion from Edegel as a result of higher physical sales of 417 GWh), and the increase in other collections from operating activities of Ch$ 290 billion mainly in Ampla and Coelce related to CDE’s charges and related to collections of Codensa’s credit card program (see “Item 5. Operating and Financial Review and Prospects — A. Operating Results.— 3. Analysis of Results of Operations for the Years Ended December 31, 2014 and 2013”).

 

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For the year ended December 31, 2015, net cash used in investing activities was Ch$ 1,215 billion, mostly explained by the acquisition of fixed assets totaling Ch$ 1,363 billion mainly by Endesa Chile, on a stand-alone basis, related to the 150 MW Los Cóndores project, by Emgesa, related to the construction of El Quimbo and the incorporation of intangible assets (under IFRIC 12) of the Brazilian distribution companies (see “Item 4. Information on the Company — A. History and Development of the Company — Investment, Capital Expenditures and Divestitures”), all of which was partially offset by interest received of Ch$ 59 billion, investments in time deposits with a maturity greater than 90 days for Ch$ 43 billion, collections from derivatives contracts of Ch$ 17 billion and other inflows for Ch$ 18 billion, mainly the collection of cash collateral related to derivatives.

For the year ended December 31, 2014, net cash used in investing activities was Ch$ 300 billion, mostly explained by investments in time deposits with a maturity greater than 90 days for Ch$ 646 billion, mainly of Enersis Américas, on a stand-alone basis from the proceeds of the 2013 capital increase, the acquisition of fixed assets totaling Ch$ 826 billion mainly Endesa Chile and Emgesa (see “Item 4. Information on the Company — A. History and Development of the Company — Investment, Capital Expenditures and Divestitures”), incorporation of intangible assets (under IFRIC 12) for Ch$ 261 billion in Brazil, the consolidation of GasAtacama, after the purchase of an additional 50% participation, for Ch$ 38 billion, all of which was partially offset by interest received of Ch$ 93 billion, loss of control of subsidiaries for Ch$ 41 billion, due to the sale of all the shareholding in Maitenes and Aguas Santiago Poniente, and other inflows for Ch$ 44 billion related to derivatives contracts of Enersis Américas and Endesa Chile, each on a stand-alone basis.

For the year ended on December 31, 2015, net cash used in financing activities decreased to Ch$ 1,060 billion from Ch$ 1,283 billion for 2014. The main drivers of this change are described below.

The aggregate cash outflows were primarily due to:

 

    Ch$ 612 billion in dividend payments (including Ch$ 305 billion from Enersis Américas on a stand-alone basis, Ch$ 135 billion from Emgesa, excluding dividends paid to us, Ch$ 64 billion from Endesa Chile on a stand-alone basis, Ch$ 72 from Codensa, among others).

 

    Ch$ 615 billion of payments of loans and bonds (Ch$ 207 billion for Emgesa, Ch$ 141 billion for Endesa Chile on a stand-alone basis, Ch$ 92 billion for Edegel and Chinango, Ch$ 63 billion for Ampla, Ch$ 49 billion of Edelnor, among others).

 

    Ch$ 267 billion of interest expense (including Ch$ 80 billion in Emgesa, Ch$ 60 billion in Endesa Chile on a stand-alone basis, Ch$ 36 billion in Ampla, Ch$ 27 billion in Codensa, among others).

The aggregate cash inflows from financing activities were primarily due to:

 

    Ch$ 290 billion in loans by Emgesa.

 

    Ch$ 47 billion in loans by Edegel and Chinango.

 

    Ch$ 48 billion in loans and bonds by Edelnor.

For the year ended on December 31, 2014, net cash used in financing activities was Ch$ 1,283 billion in comparison to Ch$ 337 billion of net cash flows from financing activities in 2013. The main drivers of this change are described below.

The aggregate cash inflows from financing activities were primarily due to:

 

    Ch$ 165 billion in bond issuances by Emgesa.

 

    Ch$ 118 billion in loans by Coelce.

 

    Ch$ 77 billion in bond issuances by Edelnor.

 

    Ch$ 75 billion in bond issuances by Ampla.

 

    Ch$ 53 billion in bond issuances by Codensa.

 

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    Ch$ 28 billion in loans by Edegel.

 

    Ch$ 9 billion in capital increase by Dock Sud.

The aggregate cash outflows were primarily due to:

 

    Ch$ 633 billion in dividend payments (including Ch$ 332 billion from Enersis Américas on a stand-alone basis, Ch$ 108 billion from Emgesa, excluding dividends paid to us, among others).

 

    Ch$ 385 billion in purchases of minority shareholdings (Coelce for Ch$ 134 billion and Edegel for Ch$ 251 billion).

 

    Ch$ 247 billion of interest expense (including Ch$ 66 billion in Emgesa among others).

 

    Ch$ 210 billion on payments of loans, bonds and other financial instruments from Endesa Chile on a consolidated basis.

 

    Ch$ 187 billion on payments of loans and bonds in Enersis Américas on a stand-alone basis.

 

    Ch$ 100 billion on payments of loans and bonds in Enel Brasil on a consolidated basis.

 

    Ch$ 87 billion on payments of loans and bonds by Codensa.

 

    Ch$ 34 billion on payments of loans, bonds and other financial instruments in Edelnor.

For a description of liquidity risks resulting from the inability of our subsidiaries to transfer funds, please see “Item 3. Key Information — D. Risk Factors — We depend in part on payments from our subsidiaries, jointly-controlled entities and associates to meet our payment obligations.”

We coordinate the overall financing strategy of our controlled subsidiaries. Our operating subsidiaries independently develop their capital expenditure plans and finance their capital expansion programs through internally generated funds or direct financings. We have no legal obligations or other commitments to financially support our subsidiaries. In addition, and as disclosed later in this section, none of our debt agreements include cross default provisions that could be triggered by Argentine or any other foreign subsidiary defaults. According to the current terms of our debt agreements, only defaults by certain Chilean subsidiaries could trigger a cross default for us. However, following the spin-off of Enersis Chile, we no longer have any Chilean subsidiaries. In some cases, our subsidiaries may be financed by us through intercompany loans. For information regarding our commitments for capital expenditures, see “Item 4. Information on the Company — A. History and Development of the Company — Capital Investments, Capital Expenditures and Divestitures” and our contractual obligations table set forth below under “F. Tabular Disclosure of Contractual Obligations.

Having stated our corporate policy in connection with the financial autonomy that we expect from our subsidiaries, we have in the recent past, and to a very limited extent, provided financial support in Argentina in the form of intercompany loans and capital contributions in which debt was capitalized. We have also guaranteed a loan with a third party for an immaterial amount. Most of the loans have been provided by our wholly-owned investment vehicle, Endesa Argentina S.A., using local funds such as dividends from other Argentine subsidiaries.

Additionally, information about Endesa Chile’s participation in Costanera’s 2013 capital increase can be found later in this section, and information regarding structured loans from Endesa Chile to Costanera can be found in “Item 7—Major Shareholders and Related Party Transactions — B. Related Party Transactions.”

We believe that the level of such financial support is insignificant in the context of our consolidated financial statements taken as a whole. The fundamental drivers of such limited support are recent regulatory changes implemented by Argentine authorities, including Resolutions 95, 529 and 482, among others, and our expectation that our Argentine long-lived assets will eventually be appropriately recovered by free cash flows arising from new and more favorable electricity sector regulations.

 

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To the extent there may be positive market signals regarding regulatory improvements which allow us to forecast favorable effects on our Argentine subsidiaries’ operating results, we may continue to evaluate additional, temporary and exceptional financial support (primarily in the form of intercompany loans) on a case by case basis, as described in this context.

In March 2016, as a consequence of the political and economic situation prevailing in Brazil, explained in further details below, we also have guaranteed Ampla’s US$ 75 million three-year bank term loan. The financing was provided in Chile in U.S. dollars, and has a swap from U.S. Dollars to Brazilian reais contracted in Brazil, which was also guaranteed by us.

We have accessed the international equity capital markets (including several SEC-registered ADS issuances) in 1993, 1996, 2000, 2003 and 2013. We have also issued bonds in the United States (“Yankee Bonds”). Since 1996, we have issued a total of US$ 1,150 million in Yankee Bonds.

The following table lists the Yankee Bonds issued by us outstanding as of December 31, 2015. The weighted average annual coupon interest rate for such bonds is 7.4%, without giving effect to each bond’s duration, or put options.

 

                         Aggregate Principal Amount  

Issuer

   Term      Maturity      Coupon     Issued      Outstanding  
                   (%)     (in millions of US$)  

Enersis Américas(1)

     10 years         December 2016         7.400       350         250   

Enersis Américas(2)

     30 years         December 2026         6.600       150         1   
        

 

 

   

 

 

    

 

 

 

Total

           7.400 (3)      500         251   
        

 

 

   

 

 

    

 

 

 

 

(1) Enersis repurchased some of these bonds in 2001.
(2) Holders of our 6.6% Yankee Bonds due 2026 exercised a put option on December 1, 2003 for an aggregate principal amount of US$ 149 million, leaving US$ 1 million outstanding.
(3) Weighted-average coupon.

The following table lists Emgesa’s bond issued in the United States. The bond is denominated in Colombian pesos. The annual interest rate for such bond is 10.17%.

 

Issuer

   Term      Maturity      Coupon
(inflation
adjusted rate)
     Aggregate Principal Amount  
            Issued      Outstanding  
                   ( %)      (in billions of
CP$)
     (in billions of
CP$)
     (in billions
of Ch$)(1)
 

Emgesa

     10 years         January 2021         10.17         737         737         166   

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was CP$ 4.435 per Ch$ 1.00

We, as well as our subsidiaries in the countries in which we operate, have access to the domestic capital markets where we have issued debt instruments including commercial paper and medium and long-term bonds that are primarily sold to pension funds, life insurance companies and other institutional investors.

The following table lists UF-denominated Chilean bonds issued by us outstanding as of December 31, 2015.

 

Issuer

   Term      Maturity      Coupon
(inflation
adjusted rate)
     Aggregate Principal Amount  
            Issued      Outstanding  
                   ( %)      (in millions
of UF)
     (in millions
of UF)
     (in billions
of Ch$)
 

Enersis Series B2

     21 years         June 2022         5.75        2.5         1.0         26   

 

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For a full description of local bonds issued by us, see “Secured and unsecured liabilities by company” in Note 20 of the Notes to our consolidated financial statements.

The following table lists local bonds issued by our foreign subsidiaries, outstanding as of December 31, 2015. We present aggregate information for each company. The maturity column for each company reflects the issuance with the longest maturity, and the coupon rate corresponds to the weighted average coupon of all issuances for each company.

 

Issuer

   Maturity      Coupon(1)      Aggregate Principal
Amount Outstanding
 
            (%)      (in billions of Ch$)  

Ampla

     July 2019         16.47         198   

Codensa

     November 2025         11.25         265   

Coelce

     October 2018         17.35         81   

Edegel

     January 2028         6.43         52   

Edelnor

     November 2038         6.39         223   

Emgesa

     May 2030         11.21         530   
        

 

 

 

Total

           1,349   
        

 

 

 

 

(1) Many of the coupon rates are variable rates based on local indices, such as inflation. The table reflects the coupon rate taking into account each local index as of December 31, 2015.

We frequently participate in the international commercial bank markets through syndicated senior unsecured loans, including both fixed term and revolving credit facilities. We also borrow from banks in Chile under fully committed facilities under which a potential “Material Adverse Effect” (“MAE”) would not be an impediment to this source of liquidity. In 2013, we entered into 3-year bilateral revolving loan for an aggregate of UF 2.4 million (Ch$ 61 billion as of December 31, 2015) as shown below. These loans were closed voluntarily in January 2016, before their due date and were renewed for an aggregate amount of UF 2.8 million (Ch$ 73 billion using the exchange rate as of December 31, 2015) with a 3-year term starting in March 2016.

 

Borrower

   Type      Maturity      Facility Amount      Amount Drawn  
                   (in millions of UF$)      (in billions of UF$)  

Enersis Américas

     Bilateral revolving loan         April 2016         2.4         —     

 

Our subsidiaries also have access to fully committed credit lines in the local markets, as detailed below.

  

Borrower

   Type      Last Maturity      Facility Amount      Amount Drawn  
                   (in billions of Ch$)      (in billions of Ch$)  

Ampla

     Bilateral revolving loans         May 2016         31         —     

Coelce

     Bilateral revolving loans         September 2016         35         9   

Fortaleza

     Bilateral revolving loans         June 2016         1         —     
        

 

 

    

 

 

 

Total

           67         9   
        

 

 

    

 

 

 

As a result of the foregoing, we have access to fully committed undrawn revolving loans, both international and domestic, for up to approximately Ch$ 174 billion in the aggregate as of December 31, 2015 and Ch$ 186 billion in the aggregate (using 2015 year-end exchange rate) considering the renewal of our own bilateral revolving loans.

We also borrow routinely from uncommitted Chilean bank facilities with approved lines of credit for approximately Ch$ 70 billion in the aggregate, none of which are currently drawn. Unlike the committed lines described above, which are not subject to MAE conditions precedent prior to disbursements, these facilities are not guaranteed, and therefore could limit our liquidity under certain circumstances. Our subsidiaries also have access to uncommitted local bank facilities, for a total amount of Ch$ 289 billion, of which Ch$ 12 billion were drawn as of December 31, 2015.

 

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We may also access the Chilean commercial paper market under programs that have been registered with the Chilean SVS for a maximum of US$ 200 million. In addition, we have a local bond program registered with the SVS for UF 12.5 million (Ch$ 320 billion as of December 31, 2015), which has not been drawn upon yet. Finally, our foreign subsidiaries also have access to other types of financing, including governmental facilities, supplier credit and leasing, among others.

Except for our SEC-registered Yankee Bonds, which are not subject to financial covenants, our outstanding debt facilities include financial covenants. The types of financial covenants, and their respective limits, vary from one type of debt to another. As of December 31, 2015, the most restrictive financial covenant affecting us was the Indebtedness to EBITDA Ratio covenant, as defined contractually, corresponding to the syndicated bilateral loan facility that was closed in January 2016. Under such covenant, the maximum additional debt that could be incurred without a breach of the most restrictive covenant is Ch$ 2,979 billion. As of December 31, 2015 and as of the date of this Report, we and our subsidiaries are in compliance with the financial covenants contained in our debt instruments with the exception of our Argentine subsidiary, El Chocón, as described below.

For the quarters ended December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015, El Chocón did not comply with the interest coverage ratio test (EBITDA to interest expense) pursuant to a covenant requirement under a loan agreement with Standard Bank, Deutsche Bank and Itaú that matured and was paid in February 2016. If the lenders had decided to declare an event of default and accelerate the loan, the principal and interest would have become immediately due and payable under this facility. Because of cross-acceleration provisions of El Chocón’s other loans, additional debt would also have been accelerated and El Chocón would have been forced into bankruptcy. In the distribution business, Ampla has been facing different financial problems as a consequence of the Brazilian economic and political situation, which led to a lower electricity demand, higher costs related to inflation and in the specific case of Ampla, to a deterioration of its cash flows and EBITDA, similar to other distribution companies in the Brazilian market. This required Ampla to renegotiate, among other measures, some of its financial covenants between December 2015 and January 2016, in order to avoid breaching them. There is an additional risk of noncompliance if the economic environment in Brazil continues to worsen. In this context, we guaranteed a loan of Ampla, as mentioned above. As is customary for certain credit and capital market debt facilities, a significant portion of our financial indebtedness is subject to cross default provisions. Each of the revolving credit facilities described above, as well as all of our Yankee Bonds, have cross default provisions with different definitions, criteria, materiality thresholds, and applicability as to the subsidiaries that could give rise to a cross default.

Neither our local facility which was terminated in January 2016, nor the new one due in March 2019 have cross default provisions to debt other than the respective borrower’s own indebtedness.

Cross default provisions of our Yankee Bonds may be triggered only by our or Chilean subsidiaries’ debt, which after the spin-off of Enersis Chile, are no longer part of our consolidation perimeter. A matured default on an individual basis could result in a cross default to our Yankee Bonds if such matured default, on an individual basis, has a principal exceeding US$ 30 million, or its equivalent in other currencies. In the case of a matured default above the materiality threshold, Yankee bondholders would have the option to accelerate if either the trustee or bondholders representing no less than 25% of the aggregate debt of a particular series then outstanding choose to do so. A payment default or a bankruptcy/insolvency default outside of Chile has no contractual effect on our Yankee Bond indentures, no matter how material. Likewise, our local bonds do not have subsidiary cross default provisions.

All of our Yankee Bonds are unsecured and not subject to any guarantees by any of our subsidiaries or parent company, or contain any financial covenants.

Our Argentine subsidiary, Costanera, did not make any installment payments due in 2012, 2013 and 2014 under the terms of a 1996 supplier credit agreement with Mitsubishi Corporation (“MC”) for a total amount of US$ 107 million in payments, including principal and interest. On October 27, 2014, Costanera and MC agreed to refinance the debt under the following summary terms: (i) forgiveness of accrued interest under the agreement

 

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for US$ 66 million as of September 30, 2014; (ii) the rescheduling of US$ 120.6 million in capital maturities for a period of 18 years, with a grace period of 12 months; (iii) the debt must be completely paid by December 15, 2032; (iv) an annual amortization of capital of at least US$ 3 million, in quarterly installments; (v) a 0.25% annual interest rate; (vi) maintenance of the lien on the combined-cycle power plant at Costanera in favor of MC; (vii) restrictions to dividend payment; and (viii) the condition precedent for the rescheduling agreement effectiveness was the payment of US$ 5 million of capital, which was made on November 14, 2014.

As explained elsewhere in this section, payment defaults and bankruptcy proceedings of non-Chilean subsidiaries have no financial effect on our debt obligations.

Our companies have access to existing credit lines sufficient to satisfy all of their present working capital needs. However, during 2015, access to the capital markets on the part of our Brazilian subsidiaries has been very limited due to the financial situation prevailing in Brazil. Notwithstanding these circumstances, these subsidiaries were still able to refinance debt maturing in 2015.

Payment of dividends and distributions by our subsidiaries and affiliates represent an important source of funds for us. The payment of dividends and distributions by certain subsidiaries and affiliates are subject to legal restrictions, such as legal reserve requirements, and capital and retained earnings criteria, and other contractual restrictions. Legal counsel in the countries where our subsidiaries and affiliates operate have informed us of the current legal restrictions regarding the payment of dividends or distributions to us in the jurisdictions where such subsidiaries or affiliates are incorporated. We are currently in compliance with the legal restrictions, and therefore, they currently do not affect the payment of dividends or distributions to us. Certain credit facilities and investment agreements of our subsidiaries restrict the payment of dividends or distributions in certain special circumstances. For instance, one of Endesa Chile’s UF-denominated Chilean bonds restricts the amount of intercompany loans that Endesa Chile and its consolidated subsidiaries are allowed to lend to us or Enersis Chile. The threshold for such aggregate restriction of intercompany loans is US$ 100 million equal to approximately Ch$ 71 billion. For a description of liquidity risks resulting from our company status, please see “Item 3. Key Information — D. Risk factors —We depend in part on payments from our subsidiaries, jointly-controlled entities and associates to meet our payment obligations.”

Our estimated capital expenditures for 2016 through 2020 amount to Ch$ 3,781 billion, of which Ch$ 3,210 billion are considered non-discretionary investments. Maintenance capital expenditures is considered non-discretionary because it is necessary to maintain the quality and operation standards required for our facilities, but we do have some flexibility regarding the timing for these investments. We consider the investment in expansion projects under execution as non-discretionary expenditures. We consider the remaining Ch$ 571 billion as discretionary capital expenditures. The latter includes expansion projects that are still under evaluation, in which case we would undertake them only if deemed profitable.

Other than in Brazil, we do not currently anticipate liquidity shortfalls affecting our ability to satisfy the material obligations described in this Report. Brazil is currently affected by a severe recession that has limited access to bank loans and the ability to issue new debt in the capital markets, not only for electrical utilities, but also for companies in most of the other industries operating in the country. As a result, market conditions have deteriorated and interest rates have risen due to increased market risk, making the cost of funding operations more expensive in Brazil.

Notwithstanding these market conditions, our subsidiaries in Brazil benefit from being part of the Enel Group, which provides them access to most of the leading banks in the world, facilitating access to resources outside Brazil. For example, in March 2016, Ampla entered into a US$ 75 million loan with the Banco Santander Chile (with Enersis Américas guaranteeing the bank loan), demonstrating that the Chilean parent company is considered a solvent and reliable guarantor, and also highlighting the support of the Enel Group in providing stability to our operations in Latin America. However, if market conditions in Brazil continue to deteriorate or lenders are unwilling to accept an Enersis Américas guarantee as credit support, then the cost of financing would

 

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sensibly increase both in the short and long term at unprecedented high costs, and in the worst case scenario the companies wouldn’t be able to raise financing under economical conditions.

Other than with respect to Brazil, for the most part we expect to be able to refinance our indebtedness as it becomes due, fund our purchase obligations with internally generated cash and fund capital expenditures with a mixture of internally generated cash and borrowings. If any of the companies in the Enersis Américas group defaults on the repayment of their debt, it may trigger cross default clauses that could accelerate a relevant portion of our credit facilities within each country. However, it is important to highlight that cross-default risk is isolated to companies in the group within each of the individual countries in which Enersis Américas has operations.

 

C. Research and Development, Patents and Licenses, etc.

None.

 

D. Trend Information.

Our subsidiaries are engaged in the generation, transmission and distribution of electricity in Argentina, Brazil, Colombia and Peru. Our businesses are subject to a wide range of conditions that may result in significant variability in our earnings and cash flows from year to year.

Our net income is principally the result of operating income from our generation and transmission business, and our distribution business, and non-operating income including primarily income arising from related companies accounted for under the equity method and foreign currency exchange rate effects.

Our generation and transmission operating income consolidates the results of operations in the four countries (Argentina, Brazil, Colombia and Peru) where we operate and is impacted by the combined effect of several factors, including our contracted electricity prices, prevailing hydrological conditions, the price of fuels used to generate thermal electricity, contracted obligations, generation mix, and electricity prices prevailing in the spot market, among others. The combined effect of many, and sometimes all, of these factors impacts our operating income, which can be more or less favorable from year to year. For example, for the year ended December 31, 2015, our operating income decreased by 10.7 % as compared to the same period in 2014 because of a better combination of these factors, as described in further detail in “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 2. Analysis of results of operations for the Years Ended December 31, 2015 and 2014.”

One of the main drivers of our results of operations is our sale prices and energy costs. Generally, the quantity of electricity sold has been relatively stable over time, with increases reflecting economic and demographic growth. Our profits from contracted sales are driven by the ability to generate or buy electricity at a cost lower than the contracted price. However, the applicable price for sales and purchases for electricity sold and purchased in the spot market is much harder to predict because the spot generation price is influenced by many factors, which can differ in each of the countries where we operate. In general, abundant hydrological conditions lower spot prices while dry conditions increase them. However, our operating income may not be impacted even when we are required to buy at high prices in the spot market if our commercial policy is appropriately managed. Our goal is to have a conservative and well-balanced commercial policy on a country by country basis, which aims at controlling relevant variables, provides stability to profits, and mitigates our exposure to the volatility of the spot market by contracting sales of a significant portion of our expected electricity generation through long-term electricity supply contracts. Our optimal level of electricity supply commitments is one that allows us to protect ourselves against low marginal cost conditions, such as those existing during the rainy season, while still taking advantage of high marginal cost conditions, such as higher spot market prices during dry years. In order to determine the optimal mix of long-term contracts and sales in the spot market: (i) we project our aggregate generation taking into consideration our generation mix, the

 

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incorporation of new projects under construction and a dry hydrology scenario, (ii) create demand estimates using standard economic theory, and (iii) forecast the system’s marginal cost using proprietary stochastic models. This commercial policy is not applicable in Argentina, since contracted sales are immaterial and our margin is strongly dependent on the regulatory framework, as explained further below.

International prices for commodities such as fuel oil, coal and LNG also affect spot prices. Fuel prices affect our results since commodity prices directly impact generation costs of our thermal power plants, mainly in Peru. Commodity prices have materially decreased since the second half of 2014 and we expect that this trend will continue until the end of 2016, when oil prices are expected to begin increasing. This trend will likely lower our costs, especially in our Peruvian power plants, which are primarily thermal plants. Our costs also depend on other factors such as spot prices, generation mix, hydrology conditions and our contractual surpluses/deficits. Other factors that affect operating income include transmission costs incurred when delivering electricity from its source to end consumers. In Colombia and Peru, transmission costs are mostly passed through to the customers and mainly depend on physical sales. The transmission system charge is set by the regulator, and has tended to remain stable over time. In Argentina, the transmission cost is mainly assumed by the market operator; therefore, it does not significantly affect generators’ operating income. In Brazil, transmission costs are passed through to the customers and ANEEL, the Brazilian National Electric Energy Agency, approves the electricity tariffs, which is a fixed tariff and do not rely on physical sales.

This general framework applies to most of the countries where we operate, but there are some variations in some of these factors. In Argentina, the electricity market is highly regulated and electricity prices are determined by CAMMESA, which is the sole seller for the fuel needed for thermal generation operations. This implies that market agents will not be allowed to trade fuels and, as a result, fuel and commodity prices do not have a direct impact on our Argentine operations.

In Brazil, more than 67% of our installed capacity is hydroelectric and electricity prices are therefore significantly affected by hydrological conditions. In order to provide a financial protection against the hydrological risks for hydro-generators, the Electricity Reallocation Mechanism (“MRE”) was implemented, ensuring the optimal use of the hydroelectric resources of the interconnected power system. This mechanism permits each hydroelectric generator, before buying energy in the spot market to fulfill its contracts, to purchase cheaper energy at a price that covers the incremental costs of operation, the maintenance of hydroelectric plants and the financial compensation for use of water. For our Brazilian operations, fuel and commodity prices are not relevant factors because Power Purchase Agreements are indexed to the official inflation index (IPCA) and the gas price in Fortaleza is indexed mainly to local and USA consumer price indices.

In Colombia, more than 85% of our installed capacity is hydroelectric and electricity prices are therefore significantly affected by hydrological conditions. For our Colombian operations, fuel and commodity prices are not relevant factors because electricity prices are indexed to the local consumer price index (Indice de Precios al Productor or “IPP”) and contracted obligations are committed for periods of three to four years, which enables us to weather short-term trends and better achieve our projected costs, thereby reducing market risk exposure. Colombian electricity prices are very volatile because of the energy trading activity, which is based on forecasts. For example, it could be affected by the expectation of El Niño’s arrival, which will increase prices (dry context). Our electricity supply contracts are not standardized and the terms and conditions of these contracts are individually negotiated. Typically, when these contracts are negotiated, we try to set the price at a premium over future expected spot prices in order to mitigate the risk of future spot price increases. However, the premium can vary substantially depending on a variety of conditions. During 2015, Emgesa used 554 kilotons of coal for its coal-fired plants, an increase of 26.1% compared to 2014, as a consequence of drier hydrological conditions in Colombia due to El Niño phenomenon. The local coal price has remained below the export price since high transportation costs make it difficult for domestic coal to compete in the export market. We expect this trend to continue in the Colombian coal market. In 2013, Emgesa entered into a fuel oil supply agreement with Esapetrol, in addition to the existing oil supply contracts with Petromil and Biomax. Therefore, we believe that Emgesa will have access to a reliable supply of fuel oil for the Cartagena power plant, which represents approximately 47% of our Colombian thermal capacity.

 

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In Peru, we also have long-term supply contract, but for longer periods between 10 to 20 years. The proportion of contracted sales with regulated customers (distributors) has increased in relation to the non-regulated customers. This allows us to have consistent prices for longer periods, which combined with our conservative commercial policy, provides for our profitability.

We expect that during the next three years, regulated tariff rates for the countries where we operate, with the exception of Argentina, will remain fairly stable, without material changes. In Argentina, we expect that the new government in power since December 2015 will implement reforms to the current regulatory framework, which would have a positive effect in our Argentina results.

Finally, variability in our earnings and cash flows can also arise from non-operating factors as well, such as foreign currency exchange rates. Operating results in each of the countries where we operate are first expressed in their own functional currencies and then are converted to Chilean pesos, the reporting currency used in our financial statements. As result of exchange rate effects, the operating results in Chilean pesos may differ significantly from those expressed in their own functional currencies. There may be cases in which we have a profit in local terms but a loss in Chilean accounting terms, and vice versa. Based on the next 12 months’ forward rates available on Bloomberg, we do not anticipate significant impacts on results when converting Peruvian Sol and Colombian pesos to Chilean pesos. However, we expect a significant impact (16% reduction) on results when converting Argentine pesos to Chilean pesos and a moderate impact (approximately 6% reduction) in the case of converting Brazilian reais to Chilean pesos.

For more detail on how each of these factors impacts the net income of our electricity generation and transmission business, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — 1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

We expect reasonably good operating performance during the coming years given the favorable macroeconomic perspective in Colombia and Peru, which represented 41.1% and 17.9%, respectively, of our operating income. The expected growth in gross domestic product in 2016 of Argentina, Brazil, Colombia and Peru are -0.7%, -3.5%, 2.5% and 3.4%, respectively. These percentages are based on Latin American Consensus Forecasts published by Consensus Economic Inc. on March 14, 2016. The annual electricity demand growth in 2016 of Argentina, Brazil, Colombia and Peru are expected to be 2.3%, 0.3%, 3.2% and 4.9%, respectively.

On the other hand, development of new generation facilities in South America has always lagged behind demand growth. We anticipate that this tendency will continue for the foreseeable future. Also, due to growing environmental restrictions, transmission line saturation, obstacles for fuel transportation, and scarcity of places where to locate plants; these new projects involve higher development costs than in the past.

Enel, our ultimate controller, has announced that it will no longer build coal power plants because it considers the technology to be obsolete, and the company expects to have no CO2 emissions by 2050. Closure of these coal power plants are scheduled between now and 2040 or 2045. Their capacity must be substituted by other types of generation. Natural gas power plants are not an option because of the CO2 costs and current carbon capture and storage technology are not economically viable and therefore, the focus will be on NCRE energy.

We expect that average electricity prices will rise to recognize these higher costs. This could increase the value of our assets, especially in the case of hydroelectric power plants, which have lower production costs, and thus have greater profitability in scenarios of increasing prices to end customers. Furthermore, an important part of the new installed capacity under development in which we have investments corresponds to hydroelectric power plants. We expect this situation will also impact long term spot prices positively. Long-term contracts awarded to us in different bids, directly and through our subsidiaries, have already incorporated these expected price levels. Currently, 15.7% of our expected annual generation is sold under contracts with terms of at least ten years and an additional 30.7% under contracts with terms of at least five years.

 

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In order to mitigate the risk of increasing fuel costs, we have entered into supply contracts to cover part of the fuel needed to operate the thermal generation units, which operate with coal, natural gas, diesel, and fuel oil. This is becoming more important as there is an increasing trend to penalize fuel intensive technologies, such as coal and diesel, which have greater environmental impacts.

With respect to our distribution business, our operating income for the year ended December 31, 2015 decreased by 4.8% as compared to the same period of 2014. In connection with the distribution segment tariffs, we anticipate that our distribution companies will maintain their profitability during the period between periodic tariff setting processes, according to price cap tariff model, due to growth and economies of scale. After tariffs have been set, the companies have the opportunity to increase their efficiency, and obtain extra profits associated with such efficiencies, during the period subsequent to each new tariff setting.

The schedule for distribution tariff revisions is well defined for the following years:

 

LOGO

Although the price at which a distribution company purchases electricity has an impact on the price at which it is sold to end customers, it does not have an impact on our profitability since the cost of electricity purchased is passed to end customers through tariffs. Regulation dictates that purchase contracts must be made through long-term contracts and are the result of a regulated tender.

Although having operations in the four countries allows us to somewhat offset and counterbalance variations with respect to the main factors that can affect our operating results, we cannot claim that our portfolio of assets is fully hedged. Furthermore, there can be no assurance that past performance will be indicative of future performance with respect to our business. Any significant change with respect to hydrological conditions, fuel or electricity prices, among other factors, could affect our operating income in the generation and transmission business. More broadly, any significant change with respect to economic or population growth, as well as changes in the regulatory regimes in the countries in which we operate, among other factors, could affect our operating income.

For further information regarding our 2015 results compared with those recorded in previous periods, please see “— A. Operating Results — Results of Operations for the years ended December 31, 2015 and 2014” and “— A. Operating Results — Results of Operations for the Years Ended December 31, 2014 and 2013.” Investors should not look at our past performance as indicative of future performance.

 

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We do not expect that our current debt agreements, which impose certain restrictions, would have a negative impact on our capital expenditure plan and we have many sources of proven liquidity in the international and domestic capital markets. As of December 31, 2015, we are able to incur up to Ch$ 2,979 billion in incremental debt, without entering into a breach of the debt covenants, beyond current levels of consolidated indebtedness. We believe that we will continue to have similar comfortable levels of leverage capacity for the foreseeable future (see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources”).

We expect that we will continue generating substantial operating cash, which can be used to finance a significant part of our capital expenditure plan. If needed, our shareholders can also decrease the dividend payout ratio, subject to certain minimum legal restrictions, in order to finance our investment plan and future growth.

 

E. Off-balance Sheet Arrangements.

We are not a party to any off-balance sheet arrangements.

 

F. Tabular Disclosure of Contractual Obligations.

The table below sets forth the Company’s cash payment obligations as of December 31, 2015:

 

     Payments due by Period  

Ch$ billion

   Total      2016      2017-2018      2019-2020      After 2020  

Bank debt

     399         164         158         49         28   

Local bonds(1)

     1,374         136         440         270         528   

Yankee bonds(1)

     409         243         0         0         167   

Other debt(2)

     237         71         81         47         38   

Interest expense(3)

     856         216         275         159         207   

Pension and post-retirement obligations(4)

     3         0         0         0         2   

Purchase obligations(5)

     26,585         1,667         2,719         2,589         19,610   

Financial leases

     88         23         36         9         20   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

     29,951         2,520         3,709         3,123         20,600   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Net value, hedging instruments included substantially modify the principal amount of debt.
(2) Other debt includes governmental loan facilities, supplier credits and short-term commercial paper among others.
(3) Interest expenses are the interest payments for all outstanding financial obligations, calculated as principal multiplied by the interest rate, presented according to when the interest payment comes due.
(4) We have funded and unfunded pension and post-retirement benefit plans. Our funded plans have contractual annual commitments for contributions, which do not change based on funding status. Cash flow estimates in the table are based on such annual contractual commitments including certain estimable variable factors such as interest. Cash flow estimates in the table relating to our unfunded plans are based on future discounted payments necessary to meet all of our pension and post-retirement obligations.
(5) Includes generation and distribution business purchase obligations which are comprised mainly of energy purchases, operating and maintenance contracts, and other services. Of the total contractual obligations of Ch$ 26,585 billion, 92% corresponds to energy purchased for distribution, 6% corresponds primarily to fuel supply, maintenance of medium and low voltage lines, supplies of cable and utility poles, and energy purchased for generation. The remaining 2% corresponds to miscellaneous services, such as LNG regasification, fuel transport and coal handling.

 

G. Safe Harbor.

The information contained in the Items 5.E and 5.F contains statements that may constitute forward-looking statements. See “Forward-Looking Statements” in the “Introduction” of this Report, for safe harbor provisions.

 

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Item 6. Directors, Senior Management and Employees

 

A. Directors and Senior Management.

Our Board of Directors consists of seven members who are elected for a three-year term at an Ordinary Shareholders’ Meeting (“OSM”). If a vacancy occurs in the interim, the Board of Directors elects a temporary director to fill the vacancy until the next OSM, at which time the entire Board of Directors will be elected. Our Executive Officers are appointed and hold office at the discretion of the Board of Directors.

The business address of our directors is c/o Enersis Américas S.A., Santa Rosa 76, Santiago, Chile.

 

Directors

   Position    Current Position
Held Since

Borja Acha B.

   Chairman    2015

Francesco Starace

   Vice Chairman    2015

Herman Chadwick P.

   Director    2015

Alberto De Paoli.

   Director    2014

Francesca Di Carlo

   Director    2015

Rafael Fernández M.

   Director    2013

Hernán Somerville S.

   Director    2013

At the OSM held on April 28, 2016, our new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 29, 2016, the directors agreed to appoint Mr. Domingo Cruzat A., Mr. Patricio Gómez S. and Mr. Hernán Somerville S. as members of the Directors’ Committee. Additionally, Mr. Somerville was appointed as Financial Expert of the Directors’ Committee.

The members of our new Board of Directors are as follows:

 

    Mr. Francisco de Borja Acha B. (Chairman)

 

    Mr. José Antonio Vargas L. (Vice Chairman)

 

    Mr. Domingo Cruzat A.

 

    Mr. Livio Gallo

 

    Mr. Patricio Gómez S.

 

    Mr. Hernán Somerville S.

 

    Mr. Enrico Viale

Set forth below are brief biographical descriptions of our directors, of whom three reside in Chile and the rest in Europe, as of December 31, 2015.

Borja Acha B.

Chairman of the Board of Directors

Mr. Acha has been the Director of Legal Affairs and Corporate Matters of Enel S.p.A (“Enel”) since February 2012 and is currently the Chairman of our Board of Directors and a member of the Board of Directors of Enel Iberoamérica, S.R.L., Enel Latinoamérica S.A., and Secretary and General Counsel of Endesa, S.A. in Spain. Prior to joining the Enel group, he served as a professor of commercial law at Universidad Carlos III de Madrid, as State Attorney for the State Legal Service before the High Court of Madrid, Chief State Attorney of the Regional Legal Service of Madrid of the Spanish Revenue Service, Secretary of the Board of Directors and Director of the Legal Department of the State Industrial Agency, an organization controlled by the Spanish

 

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government with the aim of implementing government guidelines on restructuring and industrial restructuring, special schemes and partial derogations from community rules on competition, and Director of the Legal Department of Sociedad Estatal de Participaciones Industriales, an organization controlled by the Spanish government with the aim of promoting privatizations of state-owned public investments. Mr. Acha holds a degree in law from Universidad Complutense de Madrid (Madrid, Spain).

Francesco Starace

Vice Chairman of the Board of Directors

Mr. Starace has been the Chief Executive Officer of Enel since May 2014. He served as the Chief Executive Officer (“CEO”) of Enel Green Power S.A., a subsidiary of Enel dedicated to the generation of energy from renewable sources (“Enel Green Power”), from October 2008 to May 2014. Mr. Starace joined Enel in 2000 and has held several senior managerial positions in the company, including Director of the Business Power Division (from July 2002 to October 2005) and Director of the Market Division (from November 2005 to September 2008). In November 2010, Mr. Starace led the Initial Public Offering of Enel Green Power in the Madrid and Milan stock exchanges, with a market capitalization of approximately € 8 billion. Additionally, Mr. Starace has consolidated his professional experience at an international level, working in countries such as the United States, Saudi Arabia, Egypt and Bulgaria. Prior to joining Enel, he started his career in the construction of electricity generation power plants, initially for General Electric, then for ABB Group and subsequently for Alstom Power Corporation, where he was appointed Head of global sales of the gas turbines division. In May 2015, he was named a member of the Board of Directors of United Nations Global Compact, a worldwide corporate sustainability initiative. In addition, he has served as a member of the Advisory Board of the “Sustainable Energy 4 All,” an initiative of the United Nations since June 2014. Mr. Starace holds a degree in nuclear engineering from Politecnico di Milano (Milan, Italy).

Herman Chadwick P.

Director and Member of the Directors’ Committee

Mr. Chadwick was elected a Director of our Company in June 2015. He is currently Chairman of the Chile-Spain Business Committee (as part of the Sociedad de Fomento Fabril, a non-profit trade association representing the views and interests of Chilean businessmen), Vice Chairman of the Intervial Chile S.A., a Chilean operator of interurban road concessions, Vice Chairman of the Ruta del Maipo Sociedad Concesionaria S.A., Vice Chairman of the Ruta del Maule Sociedad Concesionaria S.A., Vice Chairman of the Bosque Sociedad Concesionaria S.A., Vice Chairman of the Ruta de la Araucanía Sociedad Concesionaria S.A., Vice Chairman of the Ruta de los Ríos Sociedad Concesionaria S.A. Mr. Chadwick also serves as Elective Counselor of the Sociedad de Fomento Fabril (“SOFOFA”), director of Viña Santa Carolina S.A., a Chilean winery, director of the Center for Arbitration and Mediation of the Chamber of Commerce of Santiago, director of the Inversiones Aguas Metropolitanas S.A., a company that through its subsidiaries, delivers raw water capture, production, transport and distribution of drinking water, collection, treatment and disposal of sewage, director of Aguas Andinas, a utility company. Mr. Chadwick is also member of the Board of Directors of the Academic Advisory Council of Military Studies and Research (CACEIM), Chairman of El Golf 50 Club, a private club and Chairman of the Corporation for the Development of Zapallar, a Chilean municipality. He served for thirteen years as Director, Vice Chairman and Chairman of the Chilean National Television Council, until April 2014. Mr. Chadwick holds a degree in law from the Pontificia Universidad Católica de Chile (Santiago, Chile) and he is the main partner of Chadwick y Cía, a Chilean law firm.

Alberto De Paoli

Director

Mr. De Paoli has served as both the Chief Financial Officer (“CFO”) of Enel and as a director of our Company, since November 2014. He was the CFO of Enel Green Power from April 2008 to April 2012, where he led the start-up and public listing of the company. Mr. De Paoli served as the Head of Group Strategy of Enel

 

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from May 2012 to November 2014. Between 1993 and 2008, he worked in the telecommunications sector, first at Telecom Italia, then Wind Telecomunicazioni and finally at Tiscali, where his roles included Manager of Planning and Control, CFO, Head of Strategy, M&A and Business Development. Mr. De Paoli holds a degree in economics from Università di Roma “La Sapienza” (Rome, Italy).

Francesca Di Carlo

Director

Ms. Francesca Di Carlo has served as the Head of Human Resources and Organization of Enel since July 2014. Ms. Di Carlo joined Enel in September 2006 as Head of the Corporate Strategy, before becoming Audit Director of the Group Audit department from January 2008 to July 2014. Her professional career began at the SG Warburg Group (Now UBS Warburg) in 1987, a financial services company, where she specialized in corporate finance operations at both Italian and international businesses. Prior to joining the Enel group, she served as Head of Investor Relations, Head of Financial Planning and Head of Corporate Development and Mergers & Acquisitions in Telecom Italia Group, a telecommunication company. She led several projects at the Telecom Italia Group, among them the completion of the group’s international portfolio divestment program, the demerger and sale of Seat-PG, a company specializing in directories, directory assistance and business information, through a Leveraged Buyouts, and Telecom Italia’s European broadband activity. As the Chairman of Stream, she was responsible for completing the merger with Tele+, becoming a Director of Sky Italy as a representative of Telecom Italia. She also served as Chairman of Telespazio, a provision of satellite technology and geoinformation applications, where she led the company’ sale to the Finmeccanica Group. In 2001, she won the M. Bellisario award, for Women and Finance. Ms. Di Carlo holds a degree in Economics from Università di Roma “La Sapienza” (Rome, Italy).

Rafael Fernández M.

Director and Member of the Directors’ Committee

Mr. Fernández was elected a Director of our Company in April 2010. From 1997 to 2006, Mr. Fernández served as Chairman of the Board and Director of various Argentine electricity companies in generation, transmission, distribution, and trading, as well as in natural gas production and transport companies. Before that, he was CEO of several power generation companies. He also founded and was a member of the Academic Committee in the Masters Program in Electricity Business at ITBA, an Argentine university, until 2006, and from 2006 until 2010, was a member of the Advisory Committee of the Development Department of Universidad Alberto Hurtado, a Chilean university. Between 2002 and 2006, he was the Executive Director of the Gas and Energy Business Division and member of the Board of Directors of Petrobras Energía, a Brazilian state-owned oil and gas company, in Argentina. Between 2006 and January 2010, he served as CEO and Director of Petrobras Chile Petrolera Ltda. Since October 2011, he has been a member of the Board of Directors of Australis Seafood S.A., a Chilean salmon company, and Chairman of Australis Seafood’s Director’s Committee. From June 2010 to December 2013, he was CEO of Corporación de Capacitación y Empleo, a subsidiary of SOFOFA. Mr. Fernández received a degree in civil industrial engineering from Pontificia Universidad Católica de Chile (Santiago, Chile). He also engaged in graduate studies at E.S.A.E. in the same university in 1988-1989, and the Advanced Management Program at Duke University (North Carolina, USA) in 2004.

Hernán Somerville S.

Director, Chairman and Financial Expert of the Directors’ Committee

Mr. Somerville has been a Director since 1999 and the Committee’s Financial Expert since April 2013. From 1983 to 1988, he was Director of the Central Bank of Chile, serving as Chief Debt Negotiator for Chilean public and private commercial bank debt. Mr. Somerville was the Chairman of CPC, the Chilean Confederation of Production & Commerce. Since 1989, he has been the Managing Director and Partner of Fintec, a Chilean investment, advisory and management company. He was the Chairman of the Chilean Association of Banks and Financial Institutions, and also was Chairman of the Latin American Federation of Banks. He was the former

 

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Chairman of Transbank S.A., which manages credit and debit cards in Chile. He was also a Board Member of INACAP, a Chilean vocational school, and the former Chairman of the Chilean Pacific Foundation, a Chilean foundation with links to Pacific Ocean countries. Mr. Somerville earned a law degree from Universidad de Chile (Santiago, Chile) and studied Comparative Law at New York University Law School (New York, USA).

Executive Officers

Set forth below are our Executive Officers as of December 31, 2015, except as otherwise noted below.

The business address of our Executive Officers is c/o Enersis Américas S.A., Santa Rosa 76, Santiago, Chile.

 

Executive Officers

  

Position

  

Current Position Held Since

Luca D’Agnese    Chief Executive Officer    2015
Daniel Fernández K.    Deputy Chief Executive Officer    2014
Antonio Barreda T.    Procurement Officer    2015
Marco Fadda    Planning and Control officer    2013
Javier Galán A.    Chief Financial Officer    2014
Francesco Giorgianni    Institutional Affairs Officer    2014
José Miranda M.    Communications Officer    2014
Alain Rosolino    Internal Audit Officer    2012
Domingo Valdés P.    General Counsel    1999
Paola Visintini V.    Human Resources Officer    2014

Set forth below are brief biographical descriptions of our Executive Officers, all of whom reside in Chile.

Luca D’Agnese was appointed our CEO in January 2015. He started his career at Hewlett-Packard, an information technology firm. In 1988, worked for McKinsey & Company, a management consulting company, where he became partner. From 2003 to 2005, Mr. D’Agnese was the CEO of the Italian company, Gestore della Rete di Transmissione Nazionale (GRTN), which later merged with Terna, an Italian electricity transmission grid operator. In Terna, he was Operations Director and was in charge of planning and implementation of investments, as well as network operations and maintenance. Between 2007 and 2010, he was the CEO of Ergycapital, an Italian investment company listed on the Milan Stock Exchange specializing in renewable energy. Mr. D’Agnese joined Enel in 2011 as Romanian country manager. In 2014, he became Director of the Eastern European Division, as well as Chairman of the Board of Directors and CEO of Slovenské Elektrárne, an Enel subsidiary in the Slovak Republic. Mr. D’Agnese holds a degree in physics from Scuola Normale Superiore di Pisa (Pisa, Italy) and holds an M.B.A. from the INSEAD business school (Fontainebleau, France).

Daniel Fernández K. was appointed the Deputy Chief Executive Officer and Country Manager for Chile in November 2014. He was previously Vice Chairman of HidroAysén, a hydrological power plant project. Mr. Fernández has vast experience in the oil & gas sectors, urban infrastructure, concessions, ports, drinking water, housing, mining logistics, media, energy and public policy in public and private companies. Mr. Fernández was Chairman of the Board of Directors of Metro S.A., the Santiago subway system, Ferronor S.A., a Chilean railway transport company, and Chairman of the Latin-Iberoamerican Association of Subway and Underground (ALAMYS, in its Spanish acronym). He was member of the Board of Directors of Esval, a Chilean water utility, EFE, a state-owned Chilean railway company and of the Corporación para la Promoción del Financiamiento de la Vivienda, a corporation which promotes housing finance. He was CEO of ENAP, a Chilean state-owned petroleum company and of the Complejo Portuario Mejillones S.A., a Codelco subsidiary created to promote port development in the Bay of Mejillones, Chile. Mr. Fernández was advisor to the Minister of Transportation and Telecommunications in Urban Transportation Planning and was Executive Secretary of the Investment Planning Commission in Transportation Infrastructure (SECTRA). Additionally, Mr. Fernández taught Transportation Planning and Traffic Management Models at Universidad de Chile’s Transportation

 

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Engineering Program and, recently, has been professor of Social Environments Complexity in the M.B.A. program of Universidad Adolfo Ibañez (Santiago, Chile). Mr. Fernández holds a degree in civil engineering from Universidad de Chile (Santiago, Chile). He is certified in Spiral Dynamics (an analysis and cultural change tool) by the National Values Center of California (California, USA).

Antonio Barreda T. has served as our Procurement Officer since January 2015. Between 2008 and 2014, he served as deputy director of Works and Services Latam. Between 2001 and 2008, he served in our Company as deputy director of both Business Relations Providers and of Corporate Service Purchases. Between 2000 and 2001, Mr. Barreda served as Contracts Manager for CAM, our former subsidiary. Mr. Barreda holds a degree in electrical engineering from Universidad de Santiago (Santiago, Chile) and an M.B.A. from Pontificia Universidad Católica de Chile (Santiago, Chile).

Marco Fadda was appointed our Planning and Control Officer in April 2013. In 1998, he joined Enel, and in 1999 he was promoted to head of Management Control at Enel Trade S.p.A. in the Administration, Finance and Control Department, where he assumed his position for four years. He later joined the Department of Planning and Control of Generation & Energy Management (GEM Division), and in 2009 was promoted to Manager of Planning and Control of the GEM Division. He has been a member and team coordinator on significant international projects. Mr. Fadda holds a degree in economics from the Università degli Studi di Genova (Genoa, Italy) and received a masters in network business administration at the Polytecnico di Milano (Milan, Italy).

Javier Galán A. was appointed our CFO in December 2014. He joined Endesa Spain in 1992 as International Operations Officer. In 1993, he became CFO of Endesa Desarrollo, a subsidiary of Endesa Spain, where he initiated the international expansion of Endesa Spain’s operations, mainly in Latin America. Since then, he has held various managerial positions within the group with responsibilities in Finance, Management Control, Strategy, and M&A, as well as serving on several Boards of Directors. In 2006, he was appointed Endesa Spain’s CFO and in 2013 CFO of an Enel division in Italy. Prior to joining Endesa Spain, Mr. Galán worked at the Chase Manhattan Bank, N.A., in London, as the Vice Chairman of Corporate Finance and in Madrid as Senior Analyst in the Corporate Finance and Treasury Program, as Treasurer of Red Eléctrica de España S.A., the operator of the Spanish electricity system. Mr. Galán holds an economics degree from Universidad Complutense de Madrid (Madrid, Spain) and an M.B.A. from the Instituto de Empresas de Madrid (Madrid, Spain), and a graduate degree in Senior Management from the IESE Business School (Madrid, Spain).

Francesco Giorgianni was appointed our Institutional Affairs Officer and Shareholder’s Management Officer in November 2014. Mr. Giorgianni is a lawyer specialized in public policy, regulatory and antitrust. Since 2000, he has worked in the management of Institutional Affairs of the Enel Group, where he successively served as director of Regulatory and Antitrust Policies (until 2004), director of European and Italian Institutional Affairs in official representation of Enel in Brussels (until 2007), director of European and Italian Institutional Affairs based in Rome and Brussels (until June 2011) and since July 2011, he served as Director General of Enel’s Institutional Affairs, worldwide. Prior to joining Enel Group, Mr. Giorgianni worked in the privatization team of the Italian Ministry of the Treasury advising the Italian Government on the liberalisation of energy, water and telecommunications markets, and preparing the IPO of ENI S.p.A., an energy company, Enel, Telecom Italia and BNL BNP Paribas, a bank. He was also member of the Board of Directors of ST Microelectronics, a semiconductor company, of Sviluppo Nucleare Italia, a nuclear energy company, and he served as CEO of Enel Gas Storage. Mr. Giorgianni holds a degree in law from Università di Roma “La Sapienza” (Rome, Italy), with a Masters in Public Administration from the Scuola Nazionale dell’Ammninistrazione (Rome, Italy), and graduate degrees from the London Business School (London, England) and Harvard University (Massachusetts, USA).

José Miranda M. was appointed our Communications Officer in December 2014. Mr. Miranda worked 11 years in Televisión Nacional de Chile (TVN), a Chilean TV channel, as producer of many shows and covering events such as presidential elections in Peru, Venezuela and the rescue of 33 underground miners in Chile. From

 

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2008 to 2010, he worked as General Producer of the Chilean news channel “Canal 24 Horas de Noticias,” another TVN channel. In 2011, Mr. Miranda joined TVN again, as General Producer of the Entertainment Area and later as Executive Producer of Children’s Content and Executive Producer of Purchasing International and National Contents. Mr. Miranda is an Audiovisual Communicator with a degree from DUOC UC (Santiago, Chile), holds a graduate degree in Management Skills from Universidad de Chile (Santiago, Chile) and he participated in the program “Corporate Entrepreneur and Open Innovation” from Berkeley University-Fundación Chile.

Alain Rosolino was appointed our Internal Audit Officer in December 2012. He joined Enel in 2003, having held several positions in the audit area at Enel, Enel Romania, Enel Green Power, Enel Latin America, and from 2011 to 2012, at Enel EGP IBAL (Iberian Peninsula and Latin America). Mr. Rosolino holds a Business Administration Degree from Libera Università Internazionale degli Studi Sociali Guido Carli (Rome, Italy).

Domingo Valdés P. was appointed our General Counsel in May 1999. Mr. Valdés is also currently in charge of Legal Counsel and Corporate Governance Department of our Company. He joined Chilectra in 1993 and our Company in 1997. Mr. Valdés worked as an intern at the New York City law firms of Milbank, Tweed, Hadley & McCloy LLP and Chadbourne & Parke LLP. Before joining Chilectra, Mr. Valdés was a lawyer at Chase Manhattan Bank, N.A., Corporate Department (Chile) and an associate at Carey & Cía., a Santiago based law firm. Mr. Valdés is also Secretary of our Board of Directors and a Professor of Economic and Antitrust Law at Universidad de Chile. Mr. Valdés holds a law degree from Universidad de Chile (Santiago, Chile), a Master of Law Degree from University of Chicago (Illinois, USA) and he attended a Management Program for Lawyers at the Yale University School of Management (Connecticut, USA).

Paola Visintini V. was appointed our Human Resources Officer in December 2014. She joined Chilectra in 2005 as Commercial Development Assistant Officer. After six years, she became our Communications Officer. In 2013, she was appointed Head of the Communications Agency of the Latin American Division of our Company. Prior to joining our Company, Ms. Visintini worked as the Advertising and Market Research Assistant Manager in Bellsouth Chile S.A., a telecommunications company, as the Head of the IT Department at Banco Santander, as Studies Director at Search Marketing S.A. and as a clinical psychologist in the Consultorio El Roble CIDECO. Ms. Visintini holds a degree in psychology from Universidad de Chile (Santiago, Chile) with graduate studies in leadership and coaching, and trained as an Ontological Coach by Newfield (Santiago, Chile).

 

B. Compensation.

At the OSM held on April 28, 2015, our shareholders approved the current compensation policy for our Board of Directors. Directors are paid an annual variable fee equivalent to 0.1% of our net earnings for the current year based on the consolidated financial statements. Directors are also paid a monthly fee, in advance, depending on their attendance at Board meetings and their participation as Director of any of our subsidiaries. Director compensation consists of a monthly fixed compensation of UF 180 per month and an additional fee of UF 66 per meeting, depending on attendance to Board meetings. The monthly fixed fees are considered as advances on the annual variable fee and creditable against that amount. Once our net earnings are approved at the OSM of the following year, the difference between the accrued annual variable fee and the total fees paid in advance will be paid to directors, but only if the resulting amount is positive. The Chairman of the Board is entitled to double the compensation compared to other directors under this policy, while the Vice Chairman receives fixed compensation higher than the directors but lower than the Chairman. The members of our Directors’ Committee are paid a variable annual fee, equivalent to a percentage of our net earnings of the current year. If a Director serves on one or more Boards of Directors of the subsidiaries and/or related companies or serves as director of other companies or corporations in which the economic group holds an interest directly or indirectly the Director can only receive compensation in one of these Boards of Directors. Executive Officers of our Company and/or of our subsidiaries or related companies will not receive compensation in the case that they serve as Director of any subsidiary, related company or are affiliated in any way to our Company.

 

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In 2015, the total compensation paid to each of our directors, including fees for attending Directors’ Committee meetings was as follows:

 

     Year ended December 31, 2015  

Director

   Fixed
Compensation
     Variable
Compensation(1)
     Directors’
Committee
     Total  
     (in Ch$)         

Borja Acha B.(2)

     —          —          —          —    

Francesco Starace(2)

     —          —          —          —    

Alberto De Paoli(2)

     —          —          —          —    

Francesca Di Carlo(2)

     —          —          —          —    

Herman Chadwick P.

     53,679,424         —          21,427,898         75,107,322   

Rafael Fernández M.

     85,192,935        17,741,473        31,282,727        134,217,135  

Hernán Somerville S.

     83,502,990        17,741,473        31,282,728        132,527,191  

Jorge Rosenblut(3)

     73,824,836        4,036,727        —          77,861,563  

Pablo Yrarrázaval V.(4)

     —          20,183,636        —          20,183,636  

Borja Prado E.(5)

     27,126,927         18,165,273         —          45,292,200   

Andrea Brentan(5)

     19,715,829        3,027,545        —          22,743,374  

Leonidas Vial E.(4)

     —          14,784,561        —          14,784,561  

Carolina Schmidt Z.(6)

     31,513,511        7,806,228        2,956,913        42,276,652  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     374,556,452        103,486,916        86,950,266         564,993,634  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes the monthly variable fee paid in advance and any positive balance against the annual variable fee.
(2) Mr. Acha, Mr. Starace, Mr. De Paoli and Ms. Di Carlo waived their compensation for their position as director.
(3) Mr. Rosenblut ceased to be a director in July 2015.
(4) Messrs. Vial and Yrarrázaval ceased to be directors in October 2014.
(5) Messrs. Prado and Brentan ceased to be a directors on April 28, 2015.
(6) Ms. Schmidt ceased to be a director in June 2015.

We do not disclose, to our shareholders or otherwise, any information about an individual Executive Officer’s compensation. For the year ended December 31, 2015, the aggregate gross compensation, paid or accrued, for all our Executive Officers, attributable to fiscal year 2015, was Ch$ 3,308 million in fixed compensation and Ch$ 275 million in variable compensation. Executive Officers are eligible for variable compensation under a bonus plan. The annual bonus plan is paid to our Executive Officers for achieving company-wide objectives and for their individual contribution to our results and objectives. The annual bonus plan provides for a range of bonus amounts according to seniority level and consists of a certain multiple of gross monthly salaries.

We entered into severance indemnity agreements with all of our Executive Officers, pursuant to which we will pay a severance indemnity in the event of voluntary resignation or termination by mutual agreement among the parties. The severance indemnity does not apply if the termination is due to willful misconduct, prohibited negotiations, unjustified absences or abandonment of duties, among other causes, as defined in Article 160 of the Chilean Labor Code. All of our employees are entitled to legal severance pay if terminated due to our needs, as defined in Article 161 of the Chilean Labor Code.

The amounts accrued in 2015 to provide severance indemnity to our Executive Officers totaled Ch$ 607,97 million, of which Ch$ 199.46 million was accrued during 2015. There are no other amounts set aside or accrued to provide for pension, retirement or similar benefits for our Executive Officers.

 

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C. Board Practices.

Our Board of Directors in office as of December 31, 2015 was elected at the OSM held on April 28, 2015, for a three-year term which ends in April 2018. However, given that several members of the elected Board of Directors resigned from their positions during 2015, our Board, exercising the power under article 32 of the Companies Act, replaced the directors at the 2016 OSM held in April, at which a new Board of Directors was elected for a new three-year term. For information about each of the directors and the year that they began their service on the Board of Directors, see “— A. Directors and Senior Management” above. Members of the Board of Directors do not have service contracts with us or with any of our subsidiaries that provide them benefits upon termination of their service.

Corporate Governance

We are managed by a Board of Directors, which, in accordance with our by-laws, consists of seven directors who are elected by our shareholders at an OSM. Each director serves for a three-year term. Following the end of their term, they may be re-elected or replaced. Directors can be re-elected indefinitely. Staggered terms are not permitted under Chilean law. If a vacancy occurs on the Board of Directors during the three-year term, the Board of Directors may appoint a temporary director to fill the vacancy. Any vacancy triggers an election for every seat on the Board of Directors at the next OSM.

Chilean corporate law provides that a company’s Board of Directors is responsible for the management and representation of a company in all matters concerning its corporate purpose, subject to the provisions of the company’s by-laws and the stockholders’ resolutions. In addition to the by-laws, our Board of Directors has adopted regulations and policies that guide our corporate governance principles.

Our corporate governance policies are included in the following policies or procedures: the Charter Governing Executives, The Employee Code of Conduct, the Manual for the Management of Information of Interest to the Market” (the “Manual”), the Human Rights Policy (Política de Derechos Humanos), the Code of Ethics and a Zero Tolerance Anti-Corruption Plan (“ZTAC Plan”), the Penal Risk Prevention Model, the “Guidelines 231: Guidelines applicable to non-Italian subsidiaries in accordance with Legislative Decree No. 231 of June 8, 2001” and procedures issued in compliance with General Regulation No. 385 issued by the SVS.

The Charter Governing Executives, approved by our Board on May 28, 2003, and the Employee Code of Conduct, explain our principles and ethical values, establish the rules governing our contact with customers and suppliers, and establish the principles that should be followed by employees, including ethical conduct, professionalism and confidentiality. They also impose limitations on the activities that our executives and other employees may undertake outside the scope of their employment with us.

In order to ensure compliance with Securities Market Law No. 18,045 and SVS regulations, our Board of Directors, at its meeting held on May 28, 2008, approved the “Manual for the Management of Information of Interest to the Market” (the “Manual”). This document addresses applicable standards regarding the information in connection with transactions of our securities and those of our affiliates, entered into by directors, management, principal executives, employees and other related parties, the existence of blackout periods for such transactions undertaken by directors, principal executives and other related parties, the existence of mechanisms for the continuous disclosure of information that is of interest to the market and mechanisms that provide protection for confidential information. The Manual was released to the market in 2008, and is posted on our website at www.enersis.cl. In 2010, the Manual was modified in order to comply with the provisions of Law No. 20,382 (Corporate Governance Improvement Law). The provisions of this Manual apply to the members of our Board, as well as our executives and employees who have access to confidential information, and especially those who work in areas related to the securities markets.

Our Board of Directors approved a procedure for relationship between People Politically Exposed (Procedimiento Personas Expuestas y Conexas) and our Company, which established a specific regulation for their commercial and contractual relationships.

 

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The Human Rights Policy incorporates and adapts the United Nations’ general principles related to human rights into the corporate reality.

In order to supplement the aforementioned corporate governance regulations, at its meeting held on June 24, 2010, our Board of Directors approved a Code of Ethics and a Zero Tolerance Anti-Corruption Plan (“ZTAC Plan”). The Code of Ethics is based on general principles such as impartiality, honesty, integrity and other ethical standards of similar importance, all of which are expected from our employees. The ZTAC Plan reinforces the principles included in the Code of Ethics, but with special emphasis on avoiding corruption in the form of bribes, preferential treatment, and other similar matters.

At its meeting held on March 29, 2011, our Board approved the Penal Risk Prevention Model required by Law No. 20,393 of December 2, 2009, which imposes criminal responsibility on legal entities for the crimes of asset laundering, financing of terrorism and bribing of public officials. The law encourages companies to adopt this model, whose implementation involves compliance with managerial and supervision duties. The adoption of the Penal Risk Prevention Model mitigates, and in some cases relieves, the effects of criminal responsibility even when a crime is committed. One of the elements of this model is the Penal Risk Prevention Officer, who was appointed by the Board at its meeting held on October 27, 2010. As of December 31, 2015, our Penal Risk Prevention Officer was Mr. Alain Rosolino, our Internal Audit Officer.

On October 27, 2010, our Board of Directors approved the “Guidelines 231: Guidelines applicable to non-Italian subsidiaries in accordance with Legislative Decree No. 231 of June 8, 2001.” (“Guidelines 231”) The Guidelines 231 is defined by Italian Legislative Decree No. 231, which was enacted on June 8, 2001. It establishes a compliance program that identifies the behaviors expected of related parties for the non-Italian subsidiaries of Enel. Given that our ultimate parent company, Enel, has to comply with Italian Legislative Decree No. 231, which establishes management responsibility for Italian companies as a consequence of certain crimes committed in Italy or abroad, in the name of or for the benefit of such entities, including those crimes described in Chilean Law No. 20,393, these guidelines set a group of measures, with standards of behavior expected from all employees, advisers, auditors, officials, directors as well as consultants, contractors, commercial partners, agents and suppliers. Legislative Decree No. 231 includes various activities of a preventive nature that are coherent with and integral to the requirements and compliance with Chilean Law No. 20,393, which deals with the criminal responsibility of legal entities. These guidelines are supplementary to the standards included in the Code of Ethics and the ZTAC Plan.

On November 29, 2012, the SVS issued General Regulation No. 341 which established regulations for the disclosure of information with respect to the standards of corporate governance compliance adopted by publicly held limited liability corporations and set the procedures, mechanisms and policies that are indicated in the Appendix to the regulation. The objective of this regulation is to provide credible information to investors with respect to good corporate governance policies and practices adopted by publicly held limited liability corporations, which include us, and permit entities like stock exchanges to produce their own analyses to help the various market participants to understand and evaluate the commitment of companies. General Regulation No. 341 was substituted by General Regulation No. 385, issued by the SVS on June 8, 2015. This regulation has similar objectives than the former General Regulation No. 341, but includes additional issues; by the way of separating each policy in several more detailed policies. Subjects such as non discrimination, inclusion and sustainability are particularly important in this new regulation. The Appendix of General Regulation No. 385 is divided into the following four sections with respect to which companies must report the corporate practices that have been adopted: (i) the functioning and composition of the board, (ii) relations between the company, shareholders and the general public, (iii) risk management and control, and (iv) assessment by a third party. Publicly held limited liability corporations should send the information with respect to corporate governance practices to the SVS no later than March 31 of each year, using the contents of the Appendix to this regulation as criteria. If none of them is adopted, the company must explain its reasons to the SVS. The information should refer to December 31 of the calendar year prior to its dispatch. At the same time, such information should also be at the public’s disposal on the company’s website, and must be sent to the stock exchanges.

 

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Compliance with the New York Stock Exchange Listing Standards on Corporate Governance

The following is a summary of the significant differences between our corporate governance practices and those applicable to U.S. domestic issuers under the corporate governance rules of the NYSE.

Independence and Functions of the Directors’ Committee (Audit Committee)

Under the NYSE corporate governance rules, all members of the Audit Committee must be independent. We have been subject to this requirement since July 31, 2005. On April 22, 2010, at an Extraordinary Shareholders’ Meeting (“ESM”), our by-laws were amended and the Audit Committee was merged with the Directors’ Committee. According to our by-laws, all members of this Committee must satisfy the requirements of independence as stipulated by the NYSE. Also, Chilean law requires that at least two thirds of the Directors’ Committee be independent directors. According to Chilean law, a member would not be considered independent if, at any time, within the last 18 months he (i) maintained any relationship of a relevant nature and amount with the company, with other companies of the same group, with its controlling shareholder or with the principal officers of any of them or has been a director, manager, administrator or officer of any of them; (ii) maintained a family relationship with any of the members described in (i) above; (iii) has been a director, manager, administrator or principal officer of a non-profit organization that has received contributions from (i) above; (iv) has been a partner or a shareholder that has controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of an entity that has provided consulting or legal services for a relevant consideration or external audit services to the persons listed in (i) above; and (v) has been a partner or a shareholder that has controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of the principal competitors, suppliers or customers. In case there are not sufficient independent directors on the Board to serve on the Directors’ Committee, Chilean law determines that the independent director nominates the rest of the members of the Directors’ Committee among the remaining Board members that do not meet the Chilean law independence requirements. Chilean law also requires that all publicly held limited liability stock corporations that have a market capitalization of at least UF 1,500,000 (Ch$ 38.4 billion as of December 31, 2015) and at least 12.5% of its voting shares are held by shareholders that individually control or own less than 10% of such shares, must have at least one independent director and a Directors’ Committee.

Under the NYSE corporate governance rules, all members of the Audit Committee must be independent. The Audit Committee of a U.S. company must perform the functions detailed in, and otherwise comply with the requirements of NYSE Listed Company Manual Rules 303A.06 and 303A.07. As of July 31, 2005, non-U.S. companies have been required to comply with Rule 303A.06, but not with Rule 303A.07. Since July 31, 2005, we have complied with the independence and the functional requirement of Rule 303A.06.

On June 29, 2005, our Board of Directors created an Audit Committee, composed of three directors who were also members of the Board, as required by the Sarbanes-Oxley Act (“SOX”) and the NYSE corporate governance rules. In April 2010, this Audit Committee was merged into the Directors’ Committee. Pursuant to our by-laws, all members of the Directors’ Committee must satisfy the requirements of independence, as stipulated by the NYSE. The Director’s Committee is composed of three members of the Board and complies with Chilean law, as well as with the criteria and requirements of independence prescribed by the SOX, the SEC and the NYSE. As of the date of this Report, the Directors’ Committee complies with the conditions of the Audit Committee as required by the SOX, the SEC and the NYSE corporate governance rules. As a result, we have a single Committee, the Directors’ Committee, which includes among its functions the duties performed by the Audit Committee.

Our Directors’ Committee performs the following functions:

 

    review of financial statements and the reports of the external auditors prior to their submission for shareholders’ approval;

 

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    formulate proposals to the Board of Directors, which will make its own proposals to shareholders’ meetings, for the selection of external auditors and private rating agencies;

 

    review of information related to our transactions with related parties and reports the opinion of the Directors’ Committee to the Board of Directors;

 

    the examination of the compensation framework and plans for managers, executive officers and employees;

 

    the preparation of an Annual Management Report, including its main recommendations to shareholders;

 

    provide information to the Board of Directors about the convenience of recruiting external auditors to provide non-auditing services, when such services are not prohibited by law, depending on whether such services might affect the external auditors’ independence;

 

    oversee the work of external auditors;

 

    review and approval of the annual auditing plan by the external auditors;

 

    evaluate the qualifications, independence and quality of the auditing services;

 

    elaborate on policies regarding employment of former members of the external auditing firm;

 

    review and discuss problems or disagreements between management and external auditors regarding the auditing process;

 

    establish procedures for receiving and dealing with complaints regarding accounting, internal control and auditing matters;

 

    any other function mandated to the committee by the by-laws, our Board of Directors or our shareholders.

Corporate Governance Guidelines

The NYSE’s corporate governance rules require U.S.-listed companies to adopt and disclose corporate governance guidelines. Chilean law provides for this practice through the disclosure of the procedures related to the General Resolution No. 385 and the Manual. We have also adopted the codes of conduct described above, and at our ESM held in March 2006, we approved the inclusion of articles in our by-laws that govern the creation, composition, attributions, functions and compensation of both Directors’ and Audit Committees described above.

 

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D. Employees.

The following table sets forth the total number of our personnel (both permanent and temporary employees) and the number of personnel (both permanent and temporary employees) of each of our consolidated subsidiaries as of December 31, 2015, 2014 and 2013, assuming that the Spin-Offs had been completed as of December 31, 2015:

 

Company

   2015      2014      2013  

Argentina

        

Costanera

     485         485        481  

El Chocón

     47         49        48  

Edesur

     4,157         3,823        3,320  

Cemsa(1)

     16         13        31  

Dock Sud(1)

     84         69        68  

CTM and TESA

     5         5        5  
  

 

 

    

 

 

    

 

 

 

Total personnel in Argentina

     4,794        4,444        3,953  
  

 

 

    

 

 

    

 

 

 

Brazil

        

Cachoeira Dourada

     79         76        71  

Fortaleza

     76         70        68  

CIEN

     39         62        61  

Ampla(2)

     1,217         1,202        1,169  

Coelce

     1,186         1,213        1,234  

Enel Brasil

     62         72        69  
  

 

 

    

 

 

    

 

 

 

Total personnel in Brazil

     2,659        2,695        2,672  
  

 

 

    

 

 

    

 

 

 

Chile

        

Enersis Américas

     81         —          —    

Endesa Américas

     6         —          —    
  

 

 

    

 

 

    

 

 

 

Total personnel in Chile

     87         —           —     
  

 

 

    

 

 

    

 

 

 

Colombia

        

Emgesa

     510         589        563  

Codensa

     1,034         1,043        1,036  
  

 

 

    

 

 

    

 

 

 

Total personnel in Colombia

     1,544        1,632        1,599  
  

 

 

    

 

 

    

 

 

 

Peru

        

Edegel

     260         268        260  

Edelnor

     610         619        616  

EEPSA

     56         56        56  

Generalima

     5         8        6  
  

 

 

    

 

 

    

 

 

 

Total personnel in Peru

     931         951         938   
  

 

 

    

 

 

    

 

 

 

Total personnel

     10,015        9,722        9,162  
  

 

 

    

 

 

    

 

 

 

 

(1) As a result of the 2013 capital increase, we began accounting for Cemsa, Dock Sud, EEPSA and Generalima on a consolidated basis as of April 1, 2013.
(2) Includes En-Brasil Comercio e Serviços S.A.

 

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The following table sets forth the total number of our temporary employees and the number of temporary employees of each of our consolidated subsidiaries as of December 31, 2015, 2014 and 2013 and the average during the most recent financial year, assuming that the Spin-Offs had been completed as of December 31, 2015:

 

Company

   Average 2015      2015      2014      2013  

Argentina

           

Costanera

     1         1         18        20  

El Chocón

     2         2         3        3  

Edesur

     9         15         14        8  

Cemsa(1)

     1         1         1        3  

Dock Sud(1)

     —           —           6        6  

CTM and TESA

     —           —           —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel in Argentina

     13         19         42         40   
  

 

 

    

 

 

    

 

 

    

 

 

 

Brazil

           

Cachoeira Dourada

     —           —           —          —    

Fortaleza

     —           —           —          —    

CIEN

     —           —           1        2  

Ampla(2)

     —           —           —          —    

Coelce

     —           —           —          —    

Enel Brasil

     —           —           —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel in Brazil

     —           —           1         2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Colombia

           

Emgesa

     56         44         92        87  

Codensa

     143         108         40        36  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel in Colombia

     199         152         132         123   
  

 

 

    

 

 

    

 

 

    

 

 

 

Peru

           

Edegel

     28         24         26        22  

Edelnor

     47         42         62        63  

EEPSA(1)

     3         3         3        2  

Generalima(1)

     4         3         4        4  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel in Peru

     82         72         95         91   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel

     294         243         270         256   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) As a result of the 2013 capital increase, we began accounting for Cemsa, Dock Sud, EEPSA and Generalima on a consolidated basis as of April 1, 2013.
(2) Includes En-Brasil Comercio e Serviços S.A.

Chile

All Chilean employees who are dismissed for reasons other than misconduct are entitled by law to a severance payment. According to Chilean law, permanent employees are entitled to a basic payment of one-month’s salary for each year (or a six-month portion thereof) worked, subject to a limit of a total payment of no more than 11 months’ pay for employees hired after August 14, 1981. Severance payments to employees hired prior to that date consist of one-month’s salary for each full year worked, not subject to any limitation on the total amount payable. Under our collective bargaining agreements, we are obligated to make severance payments to all covered employees in cases of voluntary resignation or death in specified amounts that increase according to seniority and may exceed the amounts required under Chilean law.

 

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We have two collective bargaining agreements. The first one was signed in July 2015 and it will be in force until July 2019. The second one was signed in January 2016 and will expire in December 2019.

Argentina

Edesur has two collective bargaining agreements, both of which expired in 2007 and are still in the renegotiation process. El Chocón has two collective bargaining agreements, one of which expires in December 2016, and the other has already expired and is in process of renegotiation. Costanera has two collective bargaining agreements, both of which expired in 2014 and are in process of renegotiation.

Under Argentine law, the working conditions under the expired agreements continue until the signing of a new agreement, under the principle of ultra-activity established by 14,250 Law (Art. 12).

The result of collective bargaining agreements is subject to the result of the negotiations between the government and trade union federations, with regards to wage increases and the incorporation of contracted workers into the workforce of the companies.

Brazil

Ampla has five collective bargaining agreements, four of which will expire in 2017 and one of which will expire in 2016. Coelce has two collective bargaining agreements, one of which will expire in October 2016 and the other in September 2017.

CIEN has two collective bargaining agreements, one of which will expire in March 2017 and the other in September 2017. Cachoeira Dourada has two collective bargaining agreements, one of which will expire in March 2016 and the other in September 2017.

Fortaleza has two collective bargaining agreements, one of which will expire in March 2016 and the other in September 2017.

Under Brazilian law, collective bargaining agreements cannot last for more than two years.

Colombia

Codensa has two collective agreements, one of which will expire on June 30, 2018 and the other on January 25, 2016 and is still being renegotiated. Emgesa has two collective agreements, one of which will expire on June 30, 2018 and the other in August, 2016.

Under Colombian labor law, pre-existing collective bargaining agreements are automatically renewed until a new agreement is in force.

Peru

Edelnor has two collective bargaining agreements, both of which will expire in December 2015 and are currently in the renegotiation process. Edegel has a collective bargaining agreement, which will expire in December 2016. EEPSA has a collective bargaining agreement, which will expire in December 2017.

 

E. Share Ownership.

To the best of our knowledge, none of our directors or officers owns more than 0.1% of our shares or owns any stock options. It is not possible to confirm whether any of our directors or officers has a beneficial, rather than direct, interest in our shares. To the best of our knowledge, any share ownership by all of our directors and officers, in the aggregate, amounts to significantly less than 10% of our outstanding shares.

 

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Item 7. Major Shareholders and Related Party Transactions

 

A. Major Shareholders.

We have only one class of capital stock and Enel S.p.A., our ultimate controlling shareholder, has no different voting rights than our other shareholders. As of April 26, 2016, our 49,092,772,762 shares of common stock outstanding were held by 6,811 stockholders of record. There were seven record holders of our ADSs as of such date.

It is not practicable for us to determine the number of ADSs or common shares beneficially owned in the United States, as the depositary only has knowledge of the record holders, including the Depositary Trust Company and its nominees. As such, we are not able to ascertain the domicile of the final beneficial holders represented by the seven ADS record holders. Likewise, we cannot readily determine the domicile of any of our foreign stockholders who hold our common stock, either directly or indirectly.

On October 23, 2014, Endesa S.A., a Spanish subsidiary of Enel, sold its direct and indirect ownership interest in shares of Enersis Américas to Enel Iberoamérica, a wholly-owned Spanish subsidiary of Enel. As a result of this transaction, Enel owned 60.6% of Enersis Américas through Enel Latinoamérica (40.3%) and Enel Iberoamérica (20.3%).

As of April 26, 2016, Enel beneficially owned 60.6% of our shares. Chilean private pension funds (AFPs), owned 11.6% of our shares in the aggregate. Chilean stockbrokers, mutual funds, insurance companies, foreign equity funds, and other Chilean institutional investors collectively held 16% of our shares. ADS holders owned 9.7% of our shares, and the remaining 2.1% of our shares was held by 6,628 minority shareholders.

The following table sets forth certain information concerning ownership of the common stock as of April 26, 2016, with respect to each stockholder known by us to own more than 5% of the outstanding shares of common stock:

 

     Number of Shares
Owned
     Percentage of Shares
Outstanding
 

Enel Latinoamérica(1)

     19,794,583,473        40.3%  

Enel Iberoamérica

     9,967,630,058        20.3%  

 

(1) Enel Latinoamérica is wholly-owned by Enel Iberoamérica, which in turn is wholly-owned by Enel.

Enel publicly trades on the Milan Stock Exchange. It is headquartered in Italy and is primarily engaged in the energy sector, with a presence in 32 countries across five continents, mainly in Europe and Latin America, and generating electricity from power plants with over 89 GW of net installed capacity. Enel provides service to more than 61 million customers through its electricity and gas businesses through distribution networks of 1.9 million kilometers.

 

B. Related Party Transactions.

Article 146 of Law No. 18,046 (the “Chilean Companies Act”) defines related-party transactions as all transactions involving a company and any entity belonging to the corporate group, its parent companies, controlling companies, subsidiaries or related companies, board members, managers, administrators, senior officers or company liquidators, including their spouses, some of their relatives and all entities controlled by them, in addition to individuals who may appoint at least one member of the company’s board of directors or who control 10% or more of voting capital, or companies in which a board member, manager, administrator, senior officer or company liquidator has been serving in the same position within the last 18 months. The law establishes that in the event that these persons fulfill the requirements established by Article 146, such persons must immediately inform the Board of Directors of their related-party nature or such other group as the Board may appoint for that purpose. As required by law, “related-party transactions” must comply with corporate

 

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interests, as well as prices, terms and conditions prevailing in the market at the time of their approval. They must also meet all legal requirements, including acknowledgement and approval of the transaction by the board (excluding the affected directors), by the ESM (in some cases, with requisite majority approval) and by any applicable regulatory procedures.

The aforementioned law, which also applies to our affiliates, also provides for some exceptions, stating that in certain cases, Board approval would suffice for “related-party transactions,” pursuant to certain related-party transaction thresholds and when such transactions are conducted in compliance with the related-party policies defined by the company’s board. At its meetings held on December 17, 2009 and April 23, 2010, our Board of Directors approved a related-party transaction policy (política de habitualidad) effective as of January 1, 2010. This policy is available on our website.

If a transaction is not in compliance with Article 146, this would not affect the transaction’s validity, but we or our shareholders may demand compensation from the individual associated with the infringement as provided under law, and reparation for damages. We believe that we have complied with the requirements of Article 146 in all transactions with related parties.

In the countries in which we operate, inter-company transactions are permitted, but they have adverse tax consequences. Accordingly, we do not manage the cash flows of our subsidiaries.

During 2015, we granted four structured loans to Endesa Chile, primarily to satisfy working capital needs. As of December 31, 2015, the account receivables were composed of a US$ 250 million loan with a fixed interest rate of 1.38% annually.

We have received short-term loans from our related parties in Chile, primarily to satisfy working capital needs. As of December 31, 2015, the outstanding balance was US$ 66 million from SIEI, a subsidiary of Enersis Chile.

During the three-year period ended December 31, 2015, Costanera received one loan from Endesa Chile at a spread of 6.0% over LIBOR. This loan matured in November 2013, because it was contributed to Costanera in connection with its capital increase.

Intercompany Arrangements Related to the Spin-Off

Enersis Chile does not own any of our common stock or ADSs and we do not own any Enersis Chile common stock or ADSs. Under Chilean law, we remain jointly and severally liable for some obligations assumed by Enersis Chile pursuant to the Spin-Off. Such liability, however, will not extend to any obligation to a person or entity that has given its express consent relieving us of such liability and approving the Spin-Off.

There are a variety of contractual relationships between Enersis Chile and us to provide for ongoing relationships. They fall into two broad categories:

Arrangements Related to the Spin-Off. The separation of the two companies and the transfer of certain assets and liabilities owned by us to Enersis Chile were effected by the action of our shareholders at our ESM held on December 18, 2015.

Post-Spin-Off Intercompany Services. Enersis Chile entered into new intercompany agreements under which Enersis Chile provides services directly and indirectly to us, Endesa Américas and Chilectra Américas following the Spin-Off. As a result of the Spin-Off, some of our existing intercompany agreements with Endesa Chile and Chilectra Chile were novated with Enersis Chile as the new counterparty. To a much lesser extent, Enersis Chile may require services from us and from SIEI. The services to be rendered by Enersis Chile include certain legal, finance, capital markets, financial compliance, accounting, investor relations, human resources, communications,

 

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security, training and development, relations with contractors, risk management, IT services, tax services and other corporate support and administrative services. These services are provided and charged at market prices if there is a comparable service. If there are no comparable services in the market, they will be provided at cost plus a specified percentage.

We may also enter into a tax indemnity agreement with Endesa Chile pursuant to which we will indemnify Endesa Chile for net tax costs paid by Endesa Chile in connection with Endesa Américas’ spin-off from Endesa Chile. This indemnification would be applicable only if the Merger is not approved before December 31, 2017 due to reasons not attributable to Endesa Américas or Endesa Chile or if an event of force majeure has occurred.

As of the date of this Report, the abovementioned transactions have not experienced material changes. For more information regarding transactions with related parties, refer to Note 11 of the Notes to our consolidated financial statements.

More recently, in March 2016, we also have guaranteed Ampla’s US$ 75 million three-year term loan with a third party. The financing was granted in Chile in U.S. dollars, and has a swap from U.S. dollars to Brazilian reais contracted in Brazil, which was also guaranteed by us.

 

C. Interests of Experts and Counsel.

Not applicable.

 

Item 8. Financial Information

 

A. Consolidated Statements and Other Financial Information.

See “Item 18. Financial Statements.”

Legal Proceedings

We and our subsidiaries are parties to legal proceedings arising in the ordinary course of business. We believe it is unlikely that any loss associated with pending lawsuits will significantly affect the normal development of our business.

For detailed information as of December 31, 2015 on the status of the material pending lawsuits that have been filed against us and our subsidiaries, please refer to Note 36.3 of the Notes to our consolidated financial statements.

In relation to the legal proceedings reported in the Notes to our consolidated financial statements, we use the criteria of disclosing lawsuits above a minimum threshold of US$ 30 million of potential impact to us, and, in some cases, qualitative criteria according to the materiality of the impact in the conduct of our business. The lawsuit status includes a general description, the process status and the estimate of the amount involved in each lawsuit.

Dividend Policy

Our Board of Directors generally establishes a definitive dividend payable each year, accrued in the prior year, which cannot be less than the legal minimum of 30% of annual net income. In the meeting held on April 28, 2015, the OSM agreed to distribute a definitive dividend of Ch$ 305,078,934,500 equivalent to Ch$ 6.21433 per share of common stock accrued in fiscal year 2014. This corresponds to a payout ratio of 50%, based on annual net income before negative goodwill amortization. On January 30, 2015, an interim dividend of Ch$ 0.83148 per share of common stock was paid as part of the definitive dividend, with the remainder of

 

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Ch$ 264,259,128,599 equivalent to Ch$ 5.38285 per share of common stock paid on May 25, 2015. On November 24, 2015, the Board of Directors agreed to distribute an interim dividend of Ch$ 1.23875 per share of common stock on January 29, 2016, accrued in fiscal year 2015. The aforementioned interim dividend will be deducted from the definitive dividend to be paid in May 2016. The definitive dividend of Ch$ 269,980 million that has been agreed to be paid, corresponds to a payout ratio of 50%, based on annual net income before negative goodwill amortization. At the ESM held on December 18, 2015, shareholders agreed to consider a percentage of the 2015 annual net income as Enersis Chile’ 2015 annual net income. Therefore, the remainder of the definitive dividend will be divided in a determined proportion between our Company and Enersis Chile, which will correspond to Ch$ 3.40599 and Ch$ 2.09338 per share, respectively. The payment of dividends for fiscal year 2015 is based on the net income filed with the SVS. For further details, see “Item 3. Key Information — A. Selected Financial Data.”

In accordance with our current dividend policy, the interim dividend corresponds to 15% of consolidated net income as of September 30, 2015. Additionally, our Board of Directors will propose a definitive dividend payout equal to 50% of the annual net income for fiscal year 2016. Actual dividend payments will be subject to net profits obtained in each period, as well as to expectations of future profit levels and other conditions that may exist at the time of such dividend declaration. The fulfillment of the aforementioned dividend policy will depend on actual 2016 net income. The proposed dividend policy is subject to our Board of Director’s prerogative to change the amount and timing of the dividends under the circumstances at the time of the payment.

The payments of dividends are subject to legal restrictions, such as legal reserve requirements, capital and retained earnings criteria, and other contractual restrictions such as the non-default on credit agreements. For example, Costanera, El Chocón and Piura may not pay dividends unless they comply with certain financial covenants. However, these legal restrictions are not currently affecting our ability or any of our subsidiaries to pay dividends. (See “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources” for further detail on our debt instruments).

Stockholders set dividend policies at each subsidiary and affiliate. There are currently no material currency controls which prohibit us from repatriating the dividend payments from its non-Chilean principal subsidiaries and affiliates.

We pay dividends to shareholders of record as of midnight of the fifth business day prior to the payment date. Holders of ADS on the applicable record dates will be entitled to participate in dividends.

Dividends

The table below sets forth, for each of the years indicated, the per share dividend amounts distributed by us in Chilean pesos and the amount of dividends distributed per ADS (one ADS = 50 shares of common stock) in U.S. dollars. See “Item 10. Additional Information — D. Exchange Controls”.

 

Year

   Nominal
Ch$(1)
     US$ per
ADS(2)
 

2015

     6.21         0.44   

2014

     6.71         0.55   

2013

     4.25         0.41   

2012

     5.75         0.60   

2011

     7.45         0.72   

 

(1) This chart details dividends actually paid in any given year, and not the dividends accrued in that year. These dividends may have been accrued during the prior year or the same year in which they were paid. These amounts do not reflect reduction for any applicable Chilean withholding tax.
(2) The U.S. dollar per ADS amount has been calculated by applying the exchange rate as of December 31 of each year. One ADS = 50 shares of common stock.

 

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For a discussion of Chilean withholding taxes and access to the formal currency market in Chile in connection with the payment of dividends and sales of ADSs and the underlying common stock, see “Item 10. Additional Information — E. Taxation” and “Item 10. Additional Information — D. Exchange Controls.”

 

B. Significant Changes

On April 21, 2016, we completed the final stage of the spin-off of Enersis Chile and since the conditions established under IFRS were met by December 31, 2015, the results of the Chilean businesses assigned to Enersis Chile were classified as discontinued operations. See “Introduction”, “Item 4. Information on the Company — A. History and Development of the Company — History” and Notes 5 and 41 of the Notes to our consolidated financial statements.

 

Item 9. The Offer and Listing

 

A. Offer and Listing Details.

Market Price Information

The shares of our common stock currently trade on United States, Chilean and Spanish exchanges.

The table below shows, for the periods indicated, high and low prices in Chilean pesos on the Santiago Stock Exchange, and high and low closing prices of the ADSs in U.S. dollars as reported by the NYSE (which include the value of Enersis Chile in the price of the common stock through April 21, 2016 and in the price of the ADSs through April 26, 2016).

 

     Santiago Stock
Exchange(1)
     U.S. Stock
Exchanges(2)
 
     Ch$ per share      US$ per ADS  
     High      Low      High      Low  

2016

           

April (up to April 26, 2016)

     189.00         93.50         14.27         13.10   

March

     188.00         176.92         13.93         12.72   

February

     183.00         167.80         13.03         11.72   

January

     171.00         153.00         11.96         10.33   

2015

           

December

     180.30         161.16         13.99         11.25   

November

     187.00         169.00         13.46         12.05   

October

     200.00         173.99         13.99         12.38   

September

     192.26         174.02         13.82         12.34   

4th Quarter

     200.00         161.16         13.99         11.25   

3rd Quarter

     208.33         174.02         16.10         12.20   

2nd Quarter

     226.25         196.00         18.72         15.38   

1st Quarter

     205.00         191.98         16.58         15.15   

2014

     210.75         143.00         17.59         13.08   

4th Quarter

     204.89         176.25         15.98         14.91   

3rd Quarter

     210.75         184.00         17.59         15.69   

2nd Quarter

     187.85         169.60         17.00         15.21   

1st Quarter

     171.85         143.00         15.55         13.08   

2013

     188.00         148.00         19.97         14.39   

4th Quarter

     172.40         153.00         17.22         14.57   

3rd Quarter

     173.77         151.00         17.66         14.72   

2nd Quarter

     183.00         148.00         19.56         14.39   

1st Quarter

     188.00         173.00         19.97         18.25   

2012

     203.50         150.10         20.87         15.50   

2011

     221.10         169.00         23.48         15.81   

 

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(1) Source: Santiago Stock Exchange.
(2) Source: NYSENET. Our ADS composite figures include transactions in all U.S. stock exchanges. One ADS = 50 shares of common stock.

On the last trading day in 2015, our common stock closed at Ch$ 171.07 per share on the Santiago Stock Exchange and our ADSs closed at US$ 12.15 on the NYSE.

On April 28, 2016, our common stock closed at Ch$ 108.83 per share on the Santiago Stock Exchange and our ADSs closed at US$ 7.60 on the NYSE after giving effect to the spin-off of Enersis Chile.

 

B. Plan of Distribution.

Not applicable.

 

C. Markets.

Shares of our common stock have traded in the United States, our primary market, in the form of ADSs on the NYSE and Over the Counter (“OTC”) markets since October 1993, under the ticker symbol “ENI”. Since the completion of the spin-off of Enersis Chile in April 2016, our ADS, currently trade under the ticker symbol “ENIA”. Each ADS represents 50 shares of common stock, with the ADSs in turn evidenced by American Depositary Receipts (“ADRs”). The ADRs are outstanding under the Third Amended and Restated Deposit Agreement dated as of March 28, 2013 among us, Citibank, N.A. as Depositary (the “Depositary”), and the holders and beneficial owners from time to time of ADRs issued thereunder. Only persons in whose names ADRs are registered on the books of the Depositary are treated by the Depositary as owners of ADRs.

As of April 25, 2016, ADRs evidencing 95,676,953 ADSs (equivalent to 4,783,847,650 shares of common stock) were outstanding, representing 9.74% of the total number of outstanding shares. It is not practicable for us to determine the proportion of ADSs beneficially owned by U.S. final beneficial holders. Trading volume of our shares on the NYSE and other exchanges during 2015 amounted to approximately 190 million ADSs, which in turn was equivalent to US$ 2,817 million.

The NYSE is open for trading Monday through Friday from 9:30 am to 4:00 pm, with the exception of holidays declared by the NYSE in advance. On the trading floor, the NYSE trades in a continuous auction format, where traders can execute stock transactions on behalf of investors. Specialist brokers act as auctioneers in an open outcry auction market to bring buyers and sellers together and to manage the actual auction. Customers can also send orders for immediate electronic execution or route orders to the floor for trade in the auction market. The NYSE works with U.S. regulators like the Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) to coordinate risk management measures in the electronic trading environment through the implementation of mechanisms like circuit breakers and liquidity replenishment points.

In Chile, our common stock is traded on three stock exchanges: the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange (collectively, the “Chilean Stock Exchanges”). The largest exchange in the country, the Santiago Stock Exchange, was established in 1893 as a private company. Its equity consists of 48 shares as of the date of this Report. As of December 31, 2015, 223 companies had shares listed on the Santiago Stock Exchange.

Equities, closed-end funds, fixed-income securities, short-term and money market securities, gold and U.S. dollars are traded on the Santiago Stock Exchange. The Santiago Stock Exchange also trades U.S. dollar futures and stock index futures. Securities are traded primarily through an open voice auction system; a firm offers system or the daily auction. Trading through the open voice system occurs on each business day from 9:30 a.m. to 4:00 p.m., during local standard time, and from 9:30 a.m. to 5:00 p.m. during New York’s daylight

 

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savings time (usually from November to March), which differs from New York City time by up to two hours, depending on the season. The Santiago Stock Exchange has an electronic trading system called Telepregón, which operates continuously from 9:30 a.m. to 4:00 p.m. during local standard time, and from 9:30 a.m. to 5:00 p.m. during New York’s daylight savings time, on each business day. During local standard time, electronic auctions may be conducted four times a day, at 10:30 a.m., 11:30 a.m., 1:30 p.m., and 3:30 p.m. During daylight savings time there is an additional electronic auction at 4:30 p.m. More than 99% of the auctions and transactions take place electronically.

There are two share price indexes on the Santiago Stock Exchange, the General Shares Price Index, or IGPA, and the Selected Shares Price Index, or IPSA. The IGPA is calculated using the prices of shares that are traded at least 5% of the trading days of a year, with a total annual transactions exceeding UF 10,000 (Ch$ 256 million as of December 31, 2015, equivalent to US$ 361 thousands) and a free float representing at least 5% of the capital. The IPSA is calculated using the prices of the 40 shares with highest amounts traded, on a quarterly basis, and with a market capitalization above US$ 200 million. The shares included in the IPSA and IGPA are weighted according to the weighted value of the shares traded. We have been included in the IPSA since 1988.

The following table contains information regarding the amount of total traded shares of common stock and the corresponding percentage traded per market during 2015:

 

     Number of shares of
common stock traded
     Percentage  

Market

     

United States (One ADS = 50 shares of common stock)(1)

     9,538,445,850         62.5

Chile(2)

     5,719,729,239         37.5 %

Spain(3)

     4,320,783         0.0
  

 

 

    

 

 

 

Total

     15,262,495,872         100 %
  

 

 

    

 

 

 

 

(1) Includes the New York Stock Exchange and over-the-counter trading.
(2) Includes Santiago Stock Exchange, Electronic Stock Exchange and Valparaíso Stock Exchange.
(3) Latibex (Listed on Latibex until December 4, 2015)

For further information see “Item 9. The Offer and Listing — A. Offer and Listing Details — Market Price Information.”

 

D. Selling Shareholders.

Not applicable.

 

E. Dilution.

Not applicable.

 

F. Expense of the Issue.

Not applicable.

 

Item10. Additional Information

 

A. Share Capital.

Not applicable.

 

B. Memorandum and Articles of Association.

 

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Description of Share Capital

Set forth below is certain information concerning our share capital and a brief summary of certain significant provisions of Chilean law and our by-laws.

General

Shareholders’ rights in Chilean companies are governed by the company’s by-laws (Estatutos), which have the same purpose as the articles or the certificate of incorporation and the by-laws of a company incorporated in the United States, and by the Chilean Companies Act Law, No. 18,046. In addition, D.L. 3500, or the Pension Funds’ System Law, which permits the investment by Chilean pension funds in stock of qualified companies, indirectly affects corporate governance and prescribes certain rights of shareholders. In accordance with the Chilean Companies Act, legal actions by shareholders to enforce their rights as shareholders of the company must be brought in Chile in arbitration proceedings or, at the option of the plaintiff, before Chilean courts. Members of the Board of Directors, managers, officers and principal executives of the company, or shareholders that individually own shares with a book value or stock value higher that UF 5,000 (Ch$ 128 million as of December 31, 2015) do not have the option to bring the procedure to the courts.

The Chilean securities markets are principally regulated by the SVS under Securities Market Law (Law No.18,045) and the Chilean Companies Act. These two laws state the disclosure requirements, restrictions on insider trading and price manipulation, and provide protection to minority shareholders. The Securities Market Law sets forth requirements for public offerings, stock exchanges and brokers, and outlines disclosure requirements for companies that issue publicly offered securities. The Chilean Companies Act and the Securities Market Law, both as amended, state rules regarding takeovers, tender offers, transactions with related parties, qualified majorities, share repurchases, directors’ committee, independent directors, stock options and derivative actions.

Public Register

We are a publicly held stock corporation incorporated under the laws of Chile. We were constituted by public deed issued on June 19, 1981 by the Santiago Notary Public, Mr. Patricio Zaldívar M. Our existence was approved by SVS Resolution 409-S of July 17, 1981 and we were registered on July 21, 1981 in the Commercial Registrar (Registro de Comercio del Conservador de Bienes Raíces y Comercio de Santiago), on pages 13099 No. 7269. We are registered with the SVS under the entry number 0175. We also registered with the United States Securities and Exchange Commission under the commission file number 001-12440 on October 19, 1993.

Reporting Requirements Regarding Acquisition or Sale of Shares

Under Article 12 of the Securities Market Law and General Rule 269 of the SVS, certain information regarding transactions in shares of a publicly held stock corporation or in contracts or securities whose price or results depend on, or are conditioned in whole or in part on the price of such shares, must be reported to the SVS and the Chilean stock exchanges. Since ADSs are deemed to represent the shares of common stock underlying the ADRs, transactions in ADRs will be subject to these reporting requirements and those established in Circular 1375 of the SVS. Shareholders of publicly held stock corporations are required to report to the SVS and the Chilean stock exchanges:

 

    any direct or indirect acquisition or sale of shares made by a holder who owns, directly or indirectly, at least 10% of a publicly held stock corporation’s subscribed capital;

 

    any direct or indirect acquisition or sale of contracts or securities whose price or results depend on or are conditioned in whole or in part on the price of shares made by a holder who owns, directly or indirectly, at least 10% of a publicly held stock corporation’s subscribed capital;

 

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    any direct or indirect acquisition or sale of shares made by a holder who, due to an acquisition of shares of such publicly held stock company, results in the holder acquiring, directly or indirectly, at least 10% of a publicly held stock company’s subscribed capital; and

 

    any direct or indirect acquisition or sale of shares in any amount, made by a director, receiver, principal executive, general manager or manager of a publicly held stock company.

In addition, majority shareholders of a publicly held stock corporation must inform the SVS and the Chilean stock exchanges if such transactions are entered into with the intention of acquiring control of the company or if they are making a passive financial investment instead.

Under Article 54 of the Securities Market Law and General Rule 104 enacted by the SVS, any person who directly or indirectly intends to take control of a publicly held stock corporation must disclose this intent to the market at least ten business days in advance of the proposed change of control and, in any event, as soon as the negotiations for the change of control have taken place or reserved information of the publicly held stock corporation has been provided.

Corporate Objectives and Purposes

Article 4 of our by-laws states that our corporate objectives and purposes are, among other things, to conduct the exploration, development, operation, generation, distribution, transmission, transformation, or sale of energy in any form, directly or through other companies, as well as to provide engineering consulting services related to these objectives, and to participate in the telecommunications business.

Board of Directors

Our Board of Directors consists of seven members who are appointed by shareholders at the OSM and are elected for a three-year term, at the end of which they will be re-elected or replaced.

The seven directors elected at the OSM are the seven individual nominees who receive the highest majority of the votes. Each shareholder may vote his shares in favor of one nominee or may apportion his shares among any number of nominees.

The effect of these voting provisions is to ensure that a shareholder owning more than 12.5% of our shares is able to elect a member of the Board.

The compensation of the directors is set annually at the OSM. See “Item 6. Directors, Senior Management and Employees — B. Compensation.”

Agreements entered into by us with related parties can only be executed when such agreements serve our interest, and their price, terms and conditions are consistent with prevailing market conditions at the time of their approval and comply with all the requirements and procedures indicated in Article 147 of the Chilean Companies Act.

Certain Powers of the Board of Directors

Our by-laws provide that every agreement or contract that we enter into with our controlling shareholder, our directors or executives, or with our related parties, must be previously approved by two-thirds of the Board of Directors and be included in the Board meetings, and must comply with the provisions of the Chilean Companies Act.

 

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Our by-laws do not contain provisions relating to:

 

    the directors’ power, in the absence of an independent quorum, to vote on compensation for themselves or any members of their body;

 

    borrowing powers exercisable by the directors and how such borrowing powers can be varied;

 

    retirement or non-retirement of directors under an age limit requirement; or

 

    number of shares, if any, required for directors’ qualification.

Certain Provisions Regarding Shareholder Rights

As of the date of the filing of this Report, our capital is comprised of only one class of shares, all of which are ordinary shares and have the same rights.

Our by-laws do not contain any provisions relating to:

 

    redemption provisions;

 

    sinking funds; or

 

    liability for capital reductions by us.

Under Chilean law, the rights of our stockholders may only be modified by an amendment to the by-laws that complies with the requirements explained below under “Item 10. Additional Information — B. Memorandum and Articles of Association. — Shareholders’ Meetings and Voting Rights.”

Capitalization

Under Chilean law, only the shareholders of a company acting at an ESM have the power to authorize a capital increase. When an investor subscribes for shares, these are officially issued and registered under his name, and the subscriber is treated as a shareholder for all purposes, except receipt of dividends and for return of capital in the event that the shares have been subscribed but not paid for. The subscriber becomes eligible to receive dividends only for the shares that he has actually paid for or, if the subscriber has paid for only a portion of such shares, the pro rata portion of the dividends declared with respect to such shares unless the company’s by-laws provide otherwise. If a subscriber does not fully pay for shares for which the subscriber has subscribed on or prior to the date agreed upon for payment, notwithstanding the actions intended by the company to collect payment, the company is entitled to auction the shares on the stock exchange where such shares are traded, for the account and risk of the debtor, the number of shares held by the debtor necessary for the company to pay the outstanding balances and disposal expenses. However, until such shares are sold at auction, the subscriber continues to hold all the rights of a shareholder, except the right to receive dividends and return of capital. The Chief Executive Officer or the person replacing him will reduce in the shareholders’ register the number of shares in the name of the debtor shareholder to the number of shares that remain, deducting the shares sold by the company and settling the debt in the amount necessary to cover the result of such disposal after the corresponding expenses. When there are authorized and issued shares for which full payment has not been made within the period fixed by shareholders at the same ESM at which the subscription was authorized (which in no case may exceed three years from the date of such meeting), these shall be reduced in the non-subscribed amount until that date. With respect to the shares subscribed and not paid following the term mentioned above, the Board must proceed to collect payment, unless the shareholders’ meeting authorizes (by two thirds of the voting shares) a reduction of the company’s capital to the amount effectively collected, in which case the capital shall be reduced by force of law to the amount effectively paid. Once collection actions have been exhausted, the Board should propose to the shareholders’ meeting the approval by simple majority of the write-off of the outstanding balance and the reduction of capital to the amount effectively recovered.

As of December 31, 2015, our subscribed and fully paid capital totaled Ch$ 3,575 billion and consisted of 49,092,772,762 shares.

 

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Preemptive Rights and Increases of Share Capital

The Chilean Companies Act requires Chilean companies to grant shareholders preemptive rights to purchase a sufficient number of shares to maintain their existing ownership percentage of such company whenever such company issues new shares.

Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a 30-day period. The options to subscribe for shares in capital increases of the company or of any other securities convertible into shares or that confer future rights over these shares, should be offered, at least once, to the shareholders pro rata to the shares held registered in their name at midnight on the fifth business day prior to the date of the start of the preemptive rights period. The preemptive rights offering and the start of the 30-day period for exercising them shall be communicated through the publication of a prominent notice, at least once, in the newspaper that should be used for notifications of shareholders’ meetings. During such 30-day period, and for an additional period of up to 30-days immediately following the initial 30-day period, publicly held stock corporations are not permitted to offer any unsubscribed shares to third parties on terms which are more favorable than those offered to their shareholders. At the end of the second 30-day period, a Chilean publicly held stock corporation is authorized to sell non-subscribed shares to third parties on any terms, provided they are sold on one of the Chilean stock exchanges.

Shareholders’ Meetings and Voting Rights

An OSM must be held within the first four months following the end of our fiscal year. The last OSM was held on April 28, 2016. An ESM may be called by the Board of Directors when deemed appropriate, or when requested by shareholders representing at least 10% of the issued shares with voting rights, or by the SVS. To convene an OSM or an ESM, notice must be given three times in a newspaper located in our corporate domicile. The newspaper designated by our shareholders is El Mercurio de Santiago. The first notice must be published not less than 15-days and no more than 20-days in advance of the scheduled meeting. Notice must also be mailed to each shareholder, to the SVS and to the Chilean stock exchanges.

The OSM shall be held on the day stated in the notice and should remain in session until having exhausted all the matters stated in the notice. However, once constituted, upon the proposal of the chairman or shareholders representing at least 10% of the shares with voting rights, the majority of the shareholders present may agree to suspend it and to continue it within the same day and place, with no new constitution of the meeting or qualification of powers being necessary, recorded in one set of minutes. Only those shareholders who were present or represented may attend the recommencement of the meeting with voting rights.

Under Chilean law, a quorum for a shareholders’ meeting is established by the presence, in person or by proxy, of shareholders representing at least a majority of the issued shares with voting rights of a company. If a quorum is not present at the first meeting, a reconvened meeting can take place at which the shareholders present are deemed to constitute a quorum regardless of the percentage of the shares represented. This second meeting must take place within 45-days following the scheduled date for the first meeting. Shareholders’ meetings adopt resolutions by the affirmative vote of a majority of those shares present or represented at the meeting. An ESM must be called to take the following actions:

 

    a transformation of the company into a form other than a publicly held stock corporation under the Chilean Companies Act, a merger or split-up of the company;

 

    an amendment to the term of duration or early dissolution of the company;

 

    a change in the company’s domicile;

 

    a decrease of corporate capital;

 

    an approval of capital contributions in kind and non-monetary assessments;

 

    a modification of the authority reserved to shareholders or limitations on the Board of Directors;

 

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    a reduction in the number of members of the Board of Directors;

 

    a disposition of 50% or more of the assets of the company, whether it includes disposition of liabilities or not, as well as the approval or the amendment of the business plan which contemplates the disposition of assets in an amount greater that such percentage;

 

    the disposition of 50% or more of the assets of a subsidiary, as long as such subsidiary represents at least 20% of the assets of the corporation, as well as any disposition of its shares that results in the parent company losing its position as controller;

 

    the form of distributing corporate benefits;

 

    issue of guarantees for third-party liabilities which exceed 50% of the assets, except when the third party is a subsidiary of the company, in which case approval of the Board of Directors is deemed sufficient;

 

    the purchase of the company’s own shares;

 

    other actions established by the by-laws or the laws;

 

    certain remedies for the nullification of the company’s by-laws;

 

    inclusion in the by-laws of the right to purchase shares from minority shareholders, when the controlling shareholders reaches 95% of the company’s shares by means of a tender offer for all of the company’s shares, where at least 15% of the shares have been acquired from unrelated shareholders; and

 

    approval or ratification of acts or contracts with related parties.

Regardless of the quorum present, the vote required for any of the actions above is at least two-thirds of the outstanding shares with voting rights.

By-law amendments for the creation of a new class of shares, or an amendment to or an elimination of those classes of shares that already exist, must be approved by at least two-thirds of the outstanding shares of the affected series.

Chilean law does not require a publicly held stock corporation to provide its shareholders the same level and type of information required by the U.S. securities laws regarding the solicitation of proxies. However, shareholders are entitled to examine the financial statements and corporate books of a publicly held stock corporation within the 15-day period before its scheduled OSM. Under Chilean law, a notice of a shareholders meeting listing matters to be addressed at the meeting must be mailed at least 15 days prior to the date of such meeting, and, an indication of the way complete copies of the documents that support the matters submitted for voting can be obtained, which must also be made available to shareholders on our website. In the case of an OSM, our annual report of activities, which includes audited financial statements, must also be made available to shareholders and published on our website at: www.enersis.cl.

The Chilean Companies Act provides that, upon the request by the Directors’ Committee or by shareholders representing at least 10% of the issued shares with voting rights, a Chilean company’s annual report must include, in addition to the materials provided by the Board of Directors to shareholders, such shareholders’ comments and proposals in relation to the company’s affairs. In accordance with Article 136 of the Chilean Companies Regulation (“Reglamento de Sociedades Anónimas”), the shareholder(s) holding or representing 10% or more of the shares issued with voting rights, may:

 

   

make comments and proposals relating to the progress of the corporate businesses in the corresponding year, no shareholder being able to make individually or jointly more than one presentation. These observations should be presented in writing to the company concisely, responsibly and respectfully, and the respective shareholder(s) should state their willingness for these to be included as an appendix

 

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to the annual report. The board shall include in an appendix to the annual report of the year a faithful summary of the pertinent comments and proposals the interested parties had made, provided they are presented during the year or within 30-days after its ending; or

 

    make comments and proposals on matters that the board submits for the knowledge or voting of the shareholders. The board shall include a faithful summary of those comments and proposals in all information it sends to shareholders, provided the shareholders’ proposal is received at the offices of the company at least 10-days prior to the date of dispatch of the information by the company. The shareholders should present their comments and proposals to the company, expressing their willingness for these to be included in the appendix to the respective annual report or in information sent to shareholders, as the case may be. The observations referred to in this Article may be made separately by each shareholder holding 10% or more of the shares issued with voting rights or shareholders who together hold that percentage, who should act as one.

Similarly, the Chilean Companies Act provides that whenever the Board of Directors of a publicly held stock corporation convenes an OSM and solicits proxies for the meeting, or circulates information supporting its decisions or other similar material, it is obligated to include the pertinent comments and proposals that may have been made by the Directors’ Committee or by shareholders owning 10% or more of the shares with voting rights who request that such comments and proposals be so included.

Only shareholders registered as such with us, as of midnight on the fifth business day prior to the date of a meeting, are entitled to attend and vote their shares. A shareholder may appoint another individual, who does not need to be a shareholder, as his proxy to attend the meeting and vote on his behalf. Proxies for such representation shall be given for all the shares held by the owner. The proxy may contain specific instructions to approve, reject, or abstain with respect to any of the matters submitted for voting at the meeting and which were included in the notice. Every shareholder entitled to attend and vote at a shareholders’ meeting shall have one vote for every share subscribed.

There are no limitations imposed by Chilean law or our by-laws on the right of nonresidents or foreigners to hold or vote shares of common stock. However, the registered holder of the shares of common stock represented by ADSs, and evidenced by outstanding ADSs, is the custodian of the Depositary, currently Banco Santander-Chile, or any successor thereto. Accordingly, holders of ADSs are not entitled to receive notice of meetings of shareholders directly or to vote the underlying shares of common stock represented by ADS directly. The Deposit Agreement contains provisions pursuant to which the Depositary has agreed to solicit instructions from registered holders of ADSs as to the exercise of the voting rights pertaining to the shares of common stock represented by the ADSs. Subject to compliance with the requirements of the Deposit Agreement and receipt of such instructions, the Depositary has agreed to endeavor, insofar as practicable and permitted under Chilean law and the provisions of the by-laws, to vote or cause to be voted (or grant a discretionary proxy to the Chairman of the Board of Directors or to a person designated by the Chairman of the Board of Directors to vote) the shares of common stock represented by the ADSs in accordance with any such instruction. The Depositary shall not itself exercise any voting discretion over any shares of common stock underlying ADSs. If no voting instructions are received by the Depositary from a holder of ADSs with respect to the shares of common stock represented by the ADSs, on or before the date established by the Depositary for such purpose, the shares of common stock represented by the ADS, may be voted in the manner directed by the Chairman of the Board, or by a person designated by the Chairman of the Board, subject to limitations set forth in the Deposit Agreement.

Dividends and Liquidation Rights

According to the Chilean Companies Act, unless otherwise decided by unanimous vote of its issued shares eligible to vote, all companies must distribute a cash dividend in an amount equal to at least 30% of their consolidated net income, before amortization and negative goodwill for each year (calculated according to the local accounting rules applicable to us when preparing financial statements to be submitted to the SVS), unless and except to the extent we have carried forward losses. The law provides that the Board of Directors must agree to the dividend policy and inform such policy to the shareholders at the OSM.

 

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Any dividend in excess of 30% of net income may be paid, at the election of the shareholder, in cash, or in our shares, or in shares of publicly held corporations owned by us. Shareholders who do not expressly elect to receive a dividend other than in cash are legally presumed to have decided to receive the dividend in cash.

Dividends which are declared but not paid within the appropriate time period set forth in the Chilean Companies Act (as to minimum dividends, 30-days after declaration; as to additional dividends, the date set for payment at the time of declaration) are adjusted to reflect the change in the value of UF, from the date set for payment to the date such dividends are actually paid. Such dividends also accrue interest at the then-prevailing rate for UF-denominated deposits during such period. The right to receive a dividend lapses if it is not claimed within five years from the date such dividend is payable. Payments not collected in such period are transferred to the volunteer Fire Department.

In the event of our liquidation, the shareholders would participate in the assets available in proportion to the number of paid-in shares held by them, after payment to all creditors.

Approval of Financial Statements

The Board of Directors is required to submit our consolidated financial statements to the shareholders annually for their approval. If the shareholders by a vote of a majority of shares present (in person or by proxy) at the shareholders’ meeting reject the financial statements, the Board of Directors must submit new financial statements no later than 60-days from the date of such meeting. If the shareholders reject the new financial statements, the entire Board of Directors is deemed removed from office and a new board is elected at the same meeting. Directors who individually approved such financial statements are disqualified for reelection for the following period. Our shareholders have never rejected the financial statements presented by the Board of Directors.

Change of Control

The Capital Markets Law establishes a comprehensive regulation related to tender offers. The law defines a tender offer as the offer to purchase shares of companies which publicly offer their shares or securities convertibles into shares and which offer is made to shareholders to purchase their shares under conditions which allow the bidder to reach a certain percentage of ownership of the company within a fixed period of time. These provisions apply to both voluntary and hostile tender offers.

Acquisition of Shares

No provision in our by-laws discriminates against any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares. However, no person may directly or indirectly own more than 65% of the outstanding shares of our stock. The foregoing restriction does not apply to the depositary as record owner of shares represented by ADRs, but it does apply to each beneficial ADS holder. Additionally, our by-laws prohibit any shareholder from exercising voting power with respect to more than 65% of the common stock owned by such shareholder or on behalf of others representing more than 65% of the outstanding issued shares with voting rights.

Right of Dissenting Shareholders to Tender Their Shares

The Chilean Companies Act provides that upon the adoption of any of the resolutions enumerated below at a meeting of shareholders, dissenting shareholders acquire the right to withdraw from the company and to compel the company to repurchase their shares, subject to the fulfillment of certain terms and conditions. In order to exercise such withdrawal rights, holders of ADRs must first withdraw the shares represented by their ADRs pursuant to the terms of the deposit agreement.

 

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“Dissenting” shareholders are defined as those who at a shareholders’ meeting vote against a resolution that results in the withdrawal right, or who if absent from such meeting, state in writing their opposition to the respective resolution, within the 30-days following the shareholders’ meeting. Shareholders present or represented at the meeting and who abstain in exercising their voting rights shall not be considered as dissenting. The right to withdraw should be exercised for all the shares that the dissenting shareholder had registered in their name on the date on which the right is determined to participate in the meeting at which the resolution is adopted that motivates the withdrawal and which remains on the date on which their intention to withdraw is communicated to the company. The price paid to a dissenting shareholder of a publicly held stock corporation whose shares are quoted and actively traded on one of the Chilean stock exchanges is the weighted average of the sales prices for the shares as reported on the Chilean stock exchanges on which the shares are quoted for the two-month period between the ninetieth and the thirtieth day before the shareholders’ meeting giving rise to the withdrawal right. If, because of the volume, frequency, number and diversity of the buyers and sellers, the SVS determines that the shares are not actively traded on a stock exchange, the price paid to the dissenting shareholder shall be the book value. Book value for this purpose shall equal paid capital plus reserves and profits, less losses, divided by the total number of subscribed shares, whether entirely or partially paid. For the purpose of making this calculation, the last consolidated statements of financial position is used, as adjusted to reflect inflation up to the date of the shareholders’ meeting which gave rise to the withdrawal right.

Article 126 of the Chilean Companies Act Regulation establishes that in cases where the right to withdraw arises, the company shall be obliged to inform the shareholders of this situation, the value per share that will be paid to shareholders exercising their right to withdraw and the term for exercising it. Such information should be given to shareholders at the same meeting at which the resolutions are adopted giving rise to the right of withdrawal, prior to its voting. A special communication should be given to the shareholders with rights, within two days following the date on which the rights to withdraw are born. In the case of publicly held companies, such information shall be communicated by a prominent notice in a newspaper with a wide national circulation and on its website, plus a written communication addressed to the shareholders with rights at the address they have registered with the company. The notice of the shareholders meeting that should pronounce on a matter that could originate withdrawal rights should mention this circumstance.

The resolutions that result in a shareholder’s right to withdraw include, among others, the following:

 

    the transformation of the company into an entity which is not a publicly held stock corporation governed by Chilean Companies Act;

 

    the merger of the company with another company;

 

    disposition of 50% or more of the assets of the company, whether it includes disposition of liabilities or not, as well as the approval or the amendment of the business plan which contemplates the disposition of assets in an amount greater than such percentage;

 

    the disposition of 50% or more of the assets of a subsidiary, as long as such subsidiary represents at least 20% of the assets of the company, as well as any disposition of its shares that results in the parent company losing its position of controller;

 

    issue of guarantees for third parties’ liabilities which exceed 50% of the assets (if the third party is a subsidiary of the company, the approval of the Board of Directors is sufficient);

 

    the creation of preferential rights for a class of shares or an amendment to the existing ones. In this case the right to withdraw only accrues to the dissenting shareholders of the class or classes of shares adversely affected;

 

    certain remedies for the nullification of the corporate by-laws; and

 

    such other causes as may be established by the law or by the company’s by-laws.

 

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Investments by AFPs

The Pension Funds’ System Law permits AFPs to invest their funds in companies that are subject to Title XII and, subject to greater restrictions than other companies. The determination of which stocks may be purchased by AFPs is made by the Risk Classification Committee. The Risk Classification Committee establishes investment guidelines and is empowered to approve or disapprove those companies that are eligible for AFP investments. Except for the period from March 2003 to March 2004, we have been a Title XII company since 1985 and we are approved by the Risk Classification Committee.

Title XII companies are required to have by-laws that: limit the ownership of any shareholder to a specified maximum percentage, require that certain actions be taken only at a meeting of the shareholders, and give the shareholders the right to approve certain investment and financing policies.

Registrations and Transfers

Shares issued by us are registered with an administrative agent named DCV Registros S.A. This entity is also responsible for our shareholders registry. In case of jointly-owned shares, an attorney-in-fact must be appointed to represent the joint owners in dealing with us.

 

C. Material Contracts.

None.

 

D. Exchange Controls.

The Central Bank of Chile is responsible for, among other things, monetary policies and exchange controls in Chile. Currently applicable foreign exchange regulations are set forth in the Compendium of Foreign Exchange Regulations (the “Compendium”) approved by the Central Bank of Chile in 2002. Appropriate registration of a foreign investment in Chile permits the investor access to the Formal Exchange Market. Foreign investments can be registered with the Foreign Investment Committee under D.L. 600 of 1974 or can be registered with the Central Bank of Chile under the Central Bank Act, Law 18840 of October 1989.

 

a) Chapter XIV

The following is a summary of certain provisions of Chapter XIV that are applicable to all existing shareholders (and ADS holders). This summary does not purport to be complete and is qualified in its entirety by reference to Chapter XIV. Chapter XIV regulates the following type of investments: credits, deposits, investments and equity contributions. A Chapter XIV investor may at any time repatriate an investment made in us upon sale of our shares, and the profits derived therefrom, with no monetary ceiling, subject to the then effective regulations, which must be reported to the Central Bank of Chile.

Except for compliance with tax regulations and some reporting requirements, currently there are no rules in Chile affecting repatriation rights, except that the remittance of foreign currency must be made through a Formal Exchange Market entity. However, the Central Bank of Chile has the authority to change such rules and impose exchange controls.

 

b) The Compendium and International Bond Issuances

Chilean issuers may offer bonds issued by the Central Bank of Chile internationally under Chapter XIV, as amended, of the Compendium.

 

E. Taxation.

Chilean Tax Considerations

The following discussion summarizes material Chilean income and withholding tax consequences to foreign holders arising from the ownership and disposition of shares and ADSs and, to the extent any are issued, rights

 

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and ADS rights. The summary that follows does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of shares or ADSs and rights or ADS rights, if any, and does not purport to deal with the tax consequences applicable to all categories of investors, some of which may be subject to special rules. Holders of shares and ADSs are advised to consult their own tax advisors concerning the Chilean and other tax consequences of the ownership of shares or ADSs.

The summary that follows is based on Chilean law, in effect on the date hereof, and is subject to any changes in these or other laws occurring after such date, possibly with retroactive effect. Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another law. In addition, the Chilean tax authorities enact rulings and regulations of either general or specific application and interpret the provisions of the Chilean Income Tax Law. Chilean tax may not be assessed retroactively against taxpayers who act in good faith relying on such rulings, regulations and interpretations, but Chilean tax authorities may change their rulings, regulations and interpretations in the future. The discussion that follows is also based, in part, on representations of the depositary, and assumes that each obligation in the Deposit Agreement and any related agreements will be performed in accordance with its terms. As of this date, there is currently no applicable income tax treaty in effect between the United States and Chile. However, in 2010 the United States and Chile signed an income tax treaty that will enter into force once the treaty is ratified by both countries. There can be no assurance that the treaty will be ratified by either country. The following summary assumes that there is no applicable income tax treaty in effect between the United States and Chile.

As used in this Report, the term “foreign holder” means either:

 

    in the case of an individual holder, a person who is not a resident of Chile; for purposes of Chilean taxation, an individual is resident of Chile if he or she has resided in Chile for more than six months in one calendar year, or a total of more than six months in two consecutive fiscal years; or

 

    in the case of a legal entity holder, an entity that is not organized under the laws of Chile, unless the shares or ADSs are assigned to a branch, agent, representative or permanent establishment of such entity in Chile.

Taxation of Shares and ADSs

Taxation of Cash Dividends and Property Distributions

General Rule: The following taxation of cash dividends and property distributions applies until 2016. Cash dividends paid with respect to the shares or ADSs held by a foreign holder will be subject to Chilean withholding tax, which is withheld and paid by the company. As described in the example below, the amount of the Chilean withholding tax is determined by applying a 35% rate to a “grossed-up” distribution amount (such amount equal to the sum of the actual distribution amount and the correlative Chilean corporate income tax paid by the issuer), and then subtracting as a credit such Chilean corporate income tax paid by the issuer. From 2004 through 2010, the Chilean corporate income tax rate was 17% and from 2011 until 2014, the rate was 20%.

In September 2014, a tax reform was enacted (Law 20,780) which, among other topics, progressively increased the corporate income tax (“CIT”). The CIT rate will be adjusted as follows: in 2014 it increased from 20% to 21%; in 2015 it increased to 22.5%; in 2016 it increases to 24%; in 2017, depending on which of the two new alternative systems enacted as part of the 2014 tax reform (discussed below) is chosen, the rate increases to 25% for companies electing the accrued income basis and 25.5% for companies electing the cash basis for shareholders. As of 2018, the CIT rate will remain at 25% for companies that elected the accrued income basis and will increase to 27% for companies that elected the cash basis for shareholders.

 

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The example below illustrates the effective Chilean withholding tax burden on a cash dividend received by a foreign holder, assuming a Chilean withholding tax base rate of 35%, an effective Chilean corporate income tax rate of 22.5 % (CIT rate for 2015) and a distribution of 50% of the net income of the company distributable after payment of the Chilean corporate income tax:

 

Line

  

Concept and calculation assumptions

   Amount  
1    Company taxable income (based on Line 1 = 100)      100.0   
2    Chilean corporate income tax : 22.5% x Line 1      22.5   
3    Net distributable income: Line 1 — Line 2      77.5   
4    Dividend distributed (50% of net distributable income): 50% of Line 3      38.75   
5    Withholding tax: (35% of (the sum of Line 4 and 50% of Line 2))      (17.5
6    Credit for 50% of Chilean corporate income tax : 50% of Line 2      11.25   
7    Net withholding tax : Line 5 + Line 6      (6.25
8    Net dividend received: Line 4 - Line 7      32.5   
9    Effective dividend withholding rate : Line 7 / Line 4      16.13

In general, the effective Chilean dividend withholding tax rate, after giving effect to the credit for the Chilean corporate income tax paid by the company, can be computed using the following formula:

 

  Effective Dividend   =   (Withholding tax rate) - (Chilean corporate income tax rate)
  Withholding Tax Rate     1 - (Chilean corporate income tax rate)

Using the rates prevailing until 2015, the Effective Dividend Withholding Rate is

(35%-22.5%) / (100%-22.5%) = 16.13%

Dividends are generally assumed to have been paid out of our oldest retained profits for purposes of determining the level of Chilean corporate income tax that was paid by us. For information as to our retained earnings for tax purposes and the tax credit available on the distribution of such retained earnings, see Note 13 of the Notes to our consolidated financial statements.

Under Chilean Income Tax Law, dividend distributions made in property are subject to the same Chilean tax rules as cash dividends. Stock dividends that represent free shares distributed to foreign shareholders as a consequence of a capitalization made on the same corporation are not subject to Chilean taxation.

Exceptions: Despite the aforementioned general rule, there are special circumstances under which a different tax treatment would apply depending on the source of the income or due to special circumstances existing at the date of the dividend distribution. The most common special cases are briefly described below:

1) Circumstances where there is no CIT credit against the Chilean withholding tax: These cases are when: (i) profits paid as dividends (following the seniority rule indicated above) exceed a company’s taxable income (such dividend distributions in excess of a company’s taxable income determined as of December 31 of the distribution’s year will be subject to the Chilean withholding tax rate of 35%, without the CIT credit; in relation to the provisional withholding rule applicable on the date of the dividend payment, please see number 3 below); or (ii) the income was not subject to CIT due to an exemption of the Chilean corporate income tax, in which case the foreign holder will be also subject to the Chilean withholding tax rate of 35% without the CIT credit.

2) Circumstances where dividends have been attributed to income exempted from all the Chilean income taxes: In these cases, dividends distributed by a company to the foreign holder will not be subject to Chilean withholding tax. Income exempted from Chilean income tax is expressly listed in the Chilean Income Tax Law.

 

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3) Circumstances where dividends are subject to a provisional withholding tax: In the event that on the date of the dividend distribution there are no earnings on which income tax has been paid and there are no tax-exempt earnings, a 35% Chilean withholding tax with a provisional 22.5% Chilean CIT credit is applicable. This provisional 22.5% Chilean corporate income tax credit must be confirmed with the information of a company’s taxable income as of December 31 of the year in which the dividend was paid. A company can agree with the foreign holders to withhold a higher amount in order to avoid under withholding of the Chilean withholding tax.

4) Circumstances when it is possible to use certain credits in Chile against income taxes paid abroad, or “foreign tax credit”: This occurs when dividends distributed by the Chilean company have income generated by companies domiciled in third countries as their source. If that income was subject to withholding tax or corporate income tax in those third countries, such income will have a credit or “foreign tax credit” against corresponding Chilean taxes, which can be proportionally transferred to the shareholders of a Chilean company.

New System in effect starting in 2017

The tax reform released in September 2014 created two alternative mechanisms of shareholder-level income taxation beginning on January 1, 2017: a) accrued income basis (known as attributed-income system in Chile) shareholder taxation and b) cash basis (known as partially-integrated system in Chile and most similar to the current system) shareholder taxation. On February 8, 2016, Law 20,899 was enacted, which made adjustments to the tax reform released in September 2014. Among other adjustments, Law 20,899 established that taxpayers whose owners (partners or shareholders) are exclusively individual persons may choose to apply either of the aforementioned systems. The selection should be made before the end of 2016. Once the election is made, it will remain in effect for five years. If no regime is chosen by a taxpayer whose owners are individual persons, the law states that the default system will be the accrued income basis. For other taxpayers, whose owners are not exclusively individual persons, the cash basis system (partially-integrated system) must be used.

In addition, the aforementioned Law 20,899 expanded the 100% CIT credit against the Chilean shareholder tax to taxpayers who are residents in countries with which Chile has an effective or signed tax treaty to avoid international double taxation prior to January 1, 2017, even if not in force as of such date. This is currently the status of the treaty signed between Chile and United States. This temporary rule will be in force from January 1, 2017 through December 31, 2019.

a) Accrued income basis

Shareholders would be taxed in Chile on income attributed to them as of the end of the tax year in which the income is generated, eliminating the taxable profits fund ledger (“FUT” in its Spanish acronym). These profits would be taxed at the shareholder level whether or not they are distributed. The underlying CIT paid at the entity level may be used by shareholders as a credit to reduce the Chilean shareholder tax. Therefore, the total company and shareholder Chilean income tax burden remains at 35%. Future distributions are not subject to taxation.

Taxpayers will be taxed on the income of companies in which they have an interest in the year such income is recognized, regardless of whether actual distributions are made, with the corresponding credit.

Taxation in two stages

 

•    Company:

   25% of accrued profits (using the maximum CIT applicable as of 2018).

•    Shareholder:

   35% of accrued profits (whether or not distributions are received, with 100% credit of the CIT paid, resulting in an effective tax rate to the shareholder of 10%).

Total Tax Burden: 35%

Progressive CIT tax rate increase: 21% in 2014, 22.5% in 2015, 24% in 2016 and 25% as of 2017.

 

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Advantages to accrued income tax basis:

 

    CIT Rate of 25% vs. 27% for the cash basis.

 

    Shareholders are granted 100% credit of taxes paid by a company.

Disadvantages to accrued income tax basis:

 

    Shareholders are taxed on undistributed profits.

 

    Shareholders of record must pay tax by December 31st (regardless of having received dividends).

 

    Complex management for companies.

b) Cash basis

A company pays CIT on its annual result. Foreign and local individual shareholders will only pay in Chile the relevant tax on effective profit distributions and will be allowed to use the tax paid by the distributing company as credit, with certain limitations. Only 65% of the CIT is creditable against the 35% shareholder-level tax (as opposed to 100% under the current FUT regime and under the accrued income basis). However, if there is an effective or signed tax treaty with Chile before January 1, 2017 (even if not yet in effect), the CIT is fully creditable against the 35% shareholder tax.

Taxation in two stages

 

  •    Company:    27% of accrued profits (using the maximum CIT applicable from 2018 and forward).
  •    Shareholder:            35% of cash disbursement (65% of CIT tax is creditable against the shareholder level tax, resulting in an effective tax rate to the shareholder of 17.5%. However, if the shareholder is a resident of a country with an effective or signed tax treaty with Chile before January 1, 2017 (even if not yet in effect), CIT tax is fully creditable, resulting in an effective tax rate to the shareholder of 8%).

Total Tax Burden: 44.45% (35% for residents of countries with tax treaties)

Advantages to cash basis:

 

    Shareholders are only taxed on actual distributions.

 

    Shareholders must pay taxes only if they hold the share on the dividend distribution date.

Disadvantages to cash basis:

 

    CIT Rate of 27% versus 25% for the accrued income basis.

 

    Only shareholders residing in countries with an effective or signed tax treaty with Chile before January 1, 2017 (even if not yet in effect), are granted full CIT credit (others 65%).

Taxation on sale or exchange of ADSs, outside of Chile

Gains obtained by a foreign holder from the sale or exchange of ADSs outside Chile will not be subject to Chilean taxation.

Taxation on sale or exchange of Shares

The Chilean Income Tax Law includes a tax exemption on capital gains arising from the sale of shares of listed companies traded in the stock markets. Although there are certain restrictions, in general terms, the

 

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amendment provides that in order to qualify for the capital gain exemption: (i) the shares must be of a publicly held stock corporation with a certain minimum level of trading on a stock exchange; (ii) the sale must be carried out in a Chilean stock exchange, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law; (iii) the shares which are being sold must have been acquired on a Chilean stock exchange, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law, or in an initial public offering (due to the creation of a company or to a capital increase), or due to the exchange of convertible bonds; and (iv) the shares must have been acquired after April 19, 2001.

If the shares do not qualify for the above exemption, capital gains on their sale or exchange of shares (as distinguished from sales or exchanges of ADSs representing such shares of common stock) could be subject to two alternative tax regimes: (a) the general tax regime, with a 22.5% Chilean corporate income tax and a 35% Chilean withholding tax, the former being creditable against the latter; or (b) a 22.5% Chilean corporate income tax as sole tax regime, when all the following circumstances are met: (i) the sale is made between unrelated parties, (ii) the sale of shares is not a recurrent or habitual activity for the seller and (iii) at least one year has elapsed between the acquisition and the sale of the shares.

The date of acquisition of the ADSs is considered to be the date of acquisition of the shares for which the ADSs are exchanged.

Taxation of Rights and ADS Rights

For Chilean tax purposes and to the extent we issue any rights or ADS rights, the receipt of rights or ADS rights by a foreign holder of shares or ADSs pursuant to a rights offering is a nontaxable event. In addition, there are no Chilean income tax consequences to foreign holders upon the exercise or the lapse of the rights or the ADS rights.

Any gain on the sale, exchange or transfer of any ADS rights by a foreign holder is not subject to taxes in Chile.

Any gain on the sale, exchange or transfer of the rights by a foreign holder is subject to a 35% Chilean withholding tax.

Currently, there are no rights that are outstanding.

Other Chilean Taxes

There is no gift, inheritance or succession tax applicable to the ownership, transfer or disposition of ADSs by foreign holders, but such taxes will generally apply to the transfer at death or by gift of the shares by a foreign holder. There is no Chilean stamp, issue, registration or similar taxes or duties payable by holders of shares or ADSs.

Material U.S. Income Tax Considerations

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These authorities are subject to change, possibly with retroactive effect. This discussion assumes that the depositary’s activities are clearly and appropriately defined so as to ensure that the tax treatment of ADSs will be identical to the tax treatment of the underlying shares.

The following are the material U.S. federal income tax consequences to U.S. Holders (as defined herein) of receiving, owning, and disposing of shares or ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold such securities and is based on the assumption stated above under “Chilean Tax Considerations” that there is no applicable income tax treaty in effect between the United States and Chile. The discussion applies only if the beneficial owner holds

 

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shares or ADSs as capital assets for U.S. federal income tax purposes and it does not describe all of the tax consequences that may be relevant in light of the beneficial owner’s particular circumstances. For instance, it does not describe all the tax consequences that may be relevant to:

 

    certain financial institutions;

 

    insurance companies;

 

    dealers and traders in securities who use a mark-to-market method of tax accounting;

 

    persons holding shares or ADSs as part of a “straddle” integrated transaction or similar transaction;

 

    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

    partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

 

    persons liable for the alternative minimum tax;

 

    tax-exempt organizations;

 

    persons holding shares or ADSs that own or are deemed to own ten percent or more of our stock; or

 

    persons holding shares or ADSs in connection with a trade or business conducted outside of the United States.

If an entity classified as a partnership for U.S. federal income tax purposes holds shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships holding shares or ADSs and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the shares or ADSs.

You will be a “U.S. Holder” for purposes of this discussion if you become a beneficial owner of our shares or ADSs and if you are, for U.S. federal income tax purposes:

 

    a citizen or individual resident of the United States; or

 

    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; or

 

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

    a trust (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or (ii) if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

In general, if a beneficial owner owns ADSs, such owner will be treated as the owner of the shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a beneficial owner exchanges ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concerns that parties to whom ADSs are released before shares are delivered to the depositary (pre-release) or intermediaries in the chain of ownership between beneficial owners and the issuer of the security underlying the ADSs may be taking actions that are inconsistent with the claiming of foreign tax credits for beneficial owners of depositary shares. Such actions would also be inconsistent with the claiming of the reduced tax rate, described below, applicable to dividends received by certain non-corporate beneficial owners. Accordingly, the analysis of the creditability of Chilean taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by such parties or intermediaries.

 

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This discussion assumes that we will not be a passive foreign investment company, as described below.

Beneficial owners should consult their tax advisors with respect to their particular tax consequences of owning or disposing of shares or ADSs, including the applicability and effect of state, local, non-U.S. and other tax laws and the possibility of changes in tax laws.

Taxation of Distributions

The following discussion is based on the current regime for taxation of cash dividends and distributions applicable in Chile until 2016. For 2017 and later, the U.S. federal income tax treatment will depend on which of the two regimes we elect to adopt. See “— Chilean Tax Considerations — Taxation of shares and ADSs — Taxation of Cash Dividends and Property Distributions” above.

Distributions paid on shares or ADSs other than certain pro rata distributions of shares of common stock will be treated as dividends taxable as ordinary income to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported as dividends.

If a beneficial owner is a U.S. Holder, subject to applicable limitations and the discussion above regarding concerns expressed by the U.S. Treasury, dividends paid by qualified foreign corporations to the beneficial owner that is not a corporation are taxable at a maximum rate of 20%. A foreign company is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on an established securities market in the United States, such as the New York Stock Exchange where our ADSs are traded. Beneficial owners should consult their tax advisors to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

The amount of a dividend will include the net amount withheld by us in respect of Chilean withholding taxes on the distribution. The amount of the dividend will be treated as foreign-source dividend income to a beneficial owner and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code. Dividends will be included in a beneficial owner’s income on the date of the beneficial owner’s, or in the case of ADSs, the Depositary’s receipt of the dividend. The amount of any dividend paid in Chilean pesos will be a U.S. dollar amount calculated by reference to the exchange rate for converting Chilean pesos into U.S. dollars in effect on the date of such receipt regardless of whether 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 beneficial owner generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A beneficial owner may have foreign currency gain or loss if the dividend is converted into U.S. dollars on a date after the date of receipt.

Subject to applicable limitations that may vary depending upon a beneficial owner’s circumstances and subject to the discussion above regarding concerns expressed by the U.S. Treasury, the net amount of Chilean withholding tax (after reduction for the credit for Chilean corporate income tax, as discussed above under “— Chilean Tax Considerations — Taxation of Shares and ADSs — Taxation of Cash Dividends and Property Distributions” above) withheld from dividends on shares or ADSs will be creditable against a beneficial owner’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and, therefore, a beneficial owner should consult the beneficial owner’s tax advisor regarding the availability of foreign tax credits in the beneficial owner’s particular circumstances. Instead of claiming a credit, a beneficial owner may, at the beneficial owner’s election, deduct such Chilean taxes in computing the beneficial owner’s taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year to foreign countries and possessions of the United States.

 

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Sale or Other Disposition of Shares or ADSs

If a beneficial owner is a U.S. Holder, for U.S. federal income tax purposes, the gain or loss a beneficial owner realizes on the sale or other disposition of shares or ADSs will be a capital gain or loss, and will be a long-term capital gain or loss if the beneficial holder has held the shares or ADSs for more than one year. The amount of a beneficial owner’s gain or loss will equal the difference between the beneficial owner’s tax basis in the shares or ADSs disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. Such gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. In addition, certain limitations exist on the deductibility of capital losses by both corporate and individual taxpayers.

In certain circumstances, Chilean taxes may be imposed upon the sale of shares. See “— Chilean Tax Considerations — Taxation of Shares and ADSs.” If a Chilean tax is imposed on the sale or disposition of shares, and a beneficial owner that is a U.S. Holder does not receive significant foreign source income from other sources, such beneficial owner may not be able to credit such Chilean tax against the beneficial owner’s U.S. federal income tax liability.

Passive Foreign Investment Company Rules

We believe that we will not be a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for our 2016 taxable year or for the foreseeable future. However, because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because it is unclear whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were to become a PFIC for any taxable year during which a beneficial owner held shares or ADSs, certain adverse consequences could apply to the beneficial owner, including the imposition of higher amounts of tax than would otherwise apply, and additional filing requirements. Beneficial owners should consult their tax advisors regarding the consequences to them if we were a PFIC, as well as the availability and advisability of making any election that might mitigate the adverse consequences of PFIC status.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (i) the beneficial owner is an exempt recipient or (ii) in the case of backup withholding, the beneficial owner provides a correct taxpayer identification number and certifies that the beneficial owner is not subject to backup withholding.

The amount of any backup withholding from a payment to a beneficial owner will be allowed as a credit against the beneficial owner’s U.S. federal income tax liability and may entitle the beneficial owner to a refund, provided that the required information is furnished in a timely fashion to the Internal Revenue Service.

Medicare Contribution Tax

Legislation enacted in 2010 generally imposes a tax of 3.8% on the “net investment income” of certain individuals, trusts and estates. Among other items, net investment income generally includes gross income from dividends and net gain attributable to the disposition of certain property, like the shares or ADSs, less certain deductions. A beneficial owner should consult the beneficial owner’s tax advisor regarding the possible application of this legislation in the beneficial owner’s particular circumstances.

Beneficial owners should consult their tax advisors with respect to the particular consequences to them of receiving, owning or disposing of shares or ADSs.

 

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F. Dividends and Paying Agents.

Not applicable.

 

G. Statement by Experts.

Not applicable.

 

H. Documents on Display.

We are subject to the information requirements of the Exchange Act, except that as a foreign issuer, we are not subject to the SEC proxy rules (other than general anti-fraud rules) or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we file or furnish reports and other information with the SEC. Reports and other information filed or furnished with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be inspected at the offices of the New York Stock Exchange, at 11 Wall Street, New York, New York 10005, on which our ADSs are listed. In addition, the SEC maintains a website that contains electronically filed information, which can be accessed at http://www.sec.gov.

 

I. Subsidiary information.

Not applicable.

 

Item 11. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks arising from changes in commodity prices, interest rates and foreign exchange rates that affect the generation and distribution business in the countries where we operate. Our Board of Directors approves risk management policies at all levels.

Commodity Price Risk

In our electricity generation and transmission business, we are exposed to market risks arising from the price volatility of electricity, natural gas, diesel oil, and coal. We seek to ensure our fuel supply by securing long-term contracts with our suppliers for periods that are expected to match the lifetime of our generation assets. As of December 31, 2015 and 2014, we did not hold contracts classified as derivative financial instruments or financial instruments related to natural gas.

In the countries where we operate using coal and diesel oil, the dispatch or bidding mechanism allows the thermal power plants to cover their operational costs. However, under certain circumstances, fuel price fluctuations might affect marginal costs. As of December 31, 2015 and 2014, we did not hold any contracts classified as either derivative financial instruments or financial instruments related either to coal or petroleum-based liquid fuels.

Additionally, through adequate commercial risk mitigation policies, and a hydro-thermal power plant mix, we seek to protect our operating income from electricity price volatility. As of December 31, 2015 and 2014 we did not hold electricity price-sensitive instruments.

We are continually analyzing ways to hedge commodity price risk, like transferring commodity price variations to the customers’ contract prices and/or permanently adjusting the commodity indexed price formulas for new Power Purchase Agreements (“PPAs”) according to our exposure and/or analyzing ways to mitigate risk through hydrological insurance in dry years. In the future we may use price-sensitive instruments.

 

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Interest Rate and Foreign Currency Risk

The recorded values of our debt as of December 31, 2015, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

    Expected maturity date  

For the year ended December 31,

  2016     2017     2018     2019     2020     Thereafter     Total     Fair
Value(2)
 
    (in millions of Ch$)(1)  

Fixed Rate

               

Ch$/UF

    0.06        —         —         —         —         —         0.06        0.06   

Weighted average interest rate

    6.7     —         —         —         —         —         6.7     —    

US$

    200,507        12,413        15,499        13,397        23,248        31,006        296,069        314,917   

Weighted average interest rate

    6.6     2.8     5.0     5.6     5.0     2.4     5.7     —    

Other currencies(3)

    94,032        65,649        34,309        53,084        37,152        296,933        581,159        599,493   

Weighted average interest rate

    6.9     7.0     5.6     6.1     6.5     8.4     7.5     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

    294,539        78,061        49,809        66,482        60,400        327,938        877,228        914,410   

Weighted average interest rate

    6.7     6.4     5.4     6.0     5.9     7.8     6.9     —    

Variable Rate

               

Ch$/UF

    3,354        3,547        3,750        3,966        4,194        6,748        25,559        29,494   

Weighted average interest rate

    10.2     10.2     10.2     10.2     10.2     10.2     10.2     —    

US$

    41,995        18,154        18,024        —         —         810        78,984        78,984   

Weighted average interest rate

    2.6     2.0     2.0     —         —         1.5     2,3     —    

Other currencies(3)

    227,250        286,590        252,238        182,614        76,134        424,389        1,449,214        1,450,013   

Weighted average interest rate

    12.0     12.6     12.3     11.8     8.9     9.2     11.2     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

    272,599        308,291        274,012        186,580        80,328        431,947        1,553,757        1,558,490   

Weighted average interest rate

    10.5     12.0     11.6     11.8     9.0     9.2     10.7     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    567,138        386,352        323,821        253,061        140,728        759,885        2,430,985        2,472,900   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was Ch$ 710.16 per US$ 1.00.
(2) As of December 31, 2015, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.
(3) “Other currencies” include the Brazilian real, Colombian peso, Argentine peso and Peruvian Nuevo Sol.

 

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The recorded values of our debt as of December 31, 2014, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

    Expected maturity date  

For the year ended December 31,

  2015     2016     2017     2018     2019     Thereafter     Total     Fair
Value(2)
 
    (in millions of Ch$)(1)  

Fixed Rate

               

Ch$/UF

    0        —         —         —         —         —         0        0   

Weighted average interest rate

    6.7     —         —         —         —         —         6.7     —    

US$

    13,262        171,881        8,220        14,287        12,548        54,110        274,308        307,274   

Weighted average interest rate

    5.0     7.2     4.9     5.4     5.9     3.3     6.1      

Other currencies(3)

    46,632        52,257        52,745        52,314        55,154        350,684        609,788        642,422   

Weighted average interest rate

    9.1     10.0     8.0     7.6     7.7     8.3     8.4     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

    59,894        224,138        60,965        66,601        67,703        404,794        884,095        949,697   

Weighted average interest rate

    8.2     7.9     7.5     7.1     7.4     7.7     7.7     —    

Variable Rate

               

Ch$/UF

    3,047        3,223        3,408        3,604        3,811        10,514        27,607        29,964   

Weighted average interest rate

    11.4     11.4     11.4     11.4     11.4     11.4     11.4     —    

US$

    31,510        47,041        30,140        15,235        —         692        124,620        124,620   

Weighted average interest rate

    8.6     2.2     2.7     3.8     —         1.4     4.1     —    

Other currencies(3)

    128,218        159,819        306,858        268,434        189,948        551,050        1,604,326        1,701,026   

Weighted average interest rate

    11.4     10.6     10.2     10.1     9.5     7.3     9.2     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

    162,775        210,083        340,406        287,273        193,759        562,256        1,756,554        1,855,613   

Weighted average interest rate

    10.9     8.8     9.6     9.7     9.5     7.3     8.9     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    222,669        434,221        401,372        353,875        261,462        967,050        2,640,649        2,805,310   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2014, which was Ch$ 606.75 per US$ 1.00.
(2) As of December 31, 2014, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.
(3) “Other currencies” include the Euro, Brazilian real, Colombian peso, Argentine peso and Peruvian Nuevo Sol.

Interest Rate Risk

At December 31, 2015 and 2014, 70% and 69%, respectively, of our outstanding debt obligations were subject to variable interest rates.

We manage interest rate risk by maintaining a mixture of both variable and fixed rate debt, according to the policy approved by the Board of Directors. Additionally, we manage interest rate risk through the use of interest rate derivatives. The above percentages include the effect of interest rate derivatives (swaps or collars) that hedge part of our debt.

As of December 31, 2015, the recorded values for financial reporting purposes and the corresponding fair value of the instruments that hedge for our interest rate risk exposure were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2016      2017      2018      2019      2020      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

Variable to fixed rates

     20,096         40,423         —          —          —          —          60,520         1,603   

Fixed to variable rates

     —          —          —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     20,096        40,423         —          —          —          —          60,520         1,603   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was Ch$ 710.16 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

 

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By comparison, as of December 31, 2014, the recorded values for financial reporting purposes and the corresponding fair value of the instruments that hedge for our interest rate risk exposure were as follows:

 

                                                                                                                                                       
     Expected Maturity Date  

For the year ended December 31,

   2015      2016      2017      2018      2019      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

Variable to fixed rates

     —          50,483         49,543         —          —          —          100,026         3,121   

Fixed to variable rates

     —          —          —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —          50,483         49,543         —          —          —          100,026         3,121   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2014, which was Ch$ 606.75 per US$1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

Foreign Currency Risk

Our policy seeks to maintain a balance between the currency in which cash flows are indexed and the currency of the principal debt of each company. Most of our subsidiaries have access to funding in the same currency as their revenues, therefore reducing the exchange rate volatility impact. In some cases, we cannot fully benefit from this, and therefore, we try to manage the exposure with financial derivatives such as cross currency swaps or currency forwards, among others. However, this may not always be possible due to market conditions. It is the case, for example, of Costanera in Argentina which has its revenues linked to the Argentine peso, and a substantial part of its debt is denominated in U.S. dollars, with no possibility of hedging this debt under reasonable conditions. Our Argentine subsidiaries’ debt denominated in U.S. dollars amounted to Ch$ 39.4 billion as of December 31, 2015.

As of December 31, 2015, the recorded values for financial accounting purposes and the corresponding fair value of the instruments that hedge our foreign exchange risk were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2016      2017      2018      2019      2020      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

UF to US$

     —          —           —           —           —           —           —           —     

US$ to Ch$/UF

     242,753        —           —           —           —           —           242,753        (67,966 )

Pen$ to Cop$

     45,243        —           —           —           —           —           45,243        (311 )

US$ to other currencies(3) 

     —           —           —           —           —           —           —           —     

Other currencies to US$ 

     —           —           —           —           —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     287,996        —           —           —           —           —           287,996        (68,277 )
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2015, which was Ch$ 710.16 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.
(3) “Other currencies” include the Euro, Brazilian real, Colombian peso, Argentine peso and Peruvian Nuevo Sol.

 

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By comparison, as of December 31, 2014 the recorded values for financial accounting purposes and the corresponding fair value of the instruments that hedge for our interest rate risk were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2015      2016      2017      2018      2019      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

UF to US$

     —           —           —           —              —           

US$ to Ch$/UF

     —           233,262        —           —           —           —           233,262        (86,416 )

Ch$ to US$

     —           —           —           —           —           —           —           —     

US$ to other currencies(3) 

     —           —           —           —           —           —           —           —     

Other currencies to US$ 

     —           —           —           —           —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           233,262        —           —              —           233,262         (86,416 )
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2014, which was Ch$ 606.75 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.
(3) For further detail please refer to Note 21.6 of the Notes to our consolidated financial statements. “Other currencies” include the Euro, Brazilian real, Colombian peso, Argentine peso and Peruvian Nuevo Sol.

(d) Safe Harbor

The information in this “Item 11. Quantitative and Qualitative Disclosures About Market Risk,” contains information that may constitute forward-looking statements. See “Forward-Looking Statements” in the Introduction of this Report for safe harbor provisions.

 

Item 12. Description of Securities Other Than Equity Securities

 

A. Debt Securities.

Not applicable.

 

B. Warrants and Rights.

Not applicable.

 

C. Other Securities.

Not applicable.

 

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D. American Depositary Shares.

Depositary Fees and Charges

Our ADS program’s depositary is Citibank, N.A. The Depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary fees payable for cash distributions are deducted from the cash being distributed. In the case of distributions other than cash, the Depositary will invoice the applicable ADS record date holders. The Depositary may generally refuse to provide the requested services until its fees for those services are paid. Under the terms of the Deposit Agreement, an ADS holder may have to pay the following service fees to the Depositary:

 

Service Fees

 

Fees

(1) Issuance of ADS upon deposit of shares   Up to US$ 5.00 per 100 ADS (or fraction thereof) issued
(2) Delivery of deposited securities against surrender of ADS   Up to US$ 5.00 per 100 ADS (or fraction thereof) surrendered
(3) Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements)   Up to US$ 5.00 per 100 ADS (or fraction thereof) held
(4) Distribution of ADS pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADS   Up to US$ 5.00 per 100 ADS (or fraction thereof) held
(5) Distribution of securities other than ADS or rights to purchase additional ADS (i.e., spin — off of shares)   Up to US$ 5.00 per 100 ADS (or fraction thereof) held
(6) Depositary services   Up to US$ 5.00 per 100 ADS (or fraction thereof) held on the applicable record date(s) established by the Depositary

The Depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary fees payable for cash distributions are deducted from the cash being distributed. In the case of distributions other than cash, the Depositary will invoice the applicable ADS record date holders. The Depositary may generally refuse to provide the requested services until its fees for those services are paid.

Depositary Payments for Fiscal Year 2015

The Depositary has agreed to reimburse certain expenses incurred by us in connection with our ADS program. In 2015, the depositary reimbursed expenses related primarily to investor relations’ activities for a total amount of approximately US$ 900,000 (after applicable U.S. taxes).

 

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PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

 

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

 

Item 15. Controls and Procedures

 

(a) Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our senior management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) for 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, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

Based upon our evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is gathered and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

 

(b) Management’s Annual Report on Internal Control Over Financial Reporting

As required by Section 404 of the Sarbanes-Oxley Act of 2002, our management is responsible for establishing and maintaining “adequate internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS, as issued by the IASB.

Because of its inherent limitations, internal control over financial reporting may not necessarily prevent or detect some misstatements. It can only provide reasonable assurance regarding financial statement preparation and presentation. Also, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate over time.

Management assessed the effectiveness of its internal control over financial reporting for the year ended December 31, 2015. The assessment was based on criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013

 

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framework”). Based on the assessment, our management has concluded that as of December 31, 2015, our internal control over financial reporting was effective.

 

(c) Attestation Report

Our independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2015. Their attestation report appears on page F-3.

 

(d) Changes in internal control

During our first half of 2015, we finalized the implementation in our Argentine, Chilean and Peruvian operations of the new “Internal Control Over Financial reporting Model”, which applies an end-to-end approach in order to enhance the design and documentation of the internal control over financial reporting processes and their related monitoring to maintain suitable oversight over our financial reporting. We implemented the new model in our Brazilian companies and processes during the fourth quarter of 2015, and we expect to implement the new model in our Colombian companies and processes during the first half of 2016.

With the exception of the implementation described in previous paragraph, there are no additional changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) or 15d-15(d) under the Exchange Act that occurred during 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting model.

 

Item 16. Reserved

 

Item 16A. Audit Committee Financial Expert

As of December 31, 2015, the Directors’ Committee (which performs the functions of the Audit Committee) financial expert was Mr. Hernán Somerville, as determined by the Board of Directors. Mr. Somerville is an independent member of the Directors’ Committee pursuant to the requirement of both Chilean law and NYSE corporate governance rules.

 

Item 16B. Code of Ethics

Our standards of ethical conduct are governed by means of the following six corporate rulings or policies: the Charter Governing Executives (“Estatuto del Directivo”), the Employee Code of Conduct, the Code of Ethics, the Zero Tolerance Anti-Corruption Plan (the “ZTAC Plan”), the Human Rights Policy and the Manual for the Management of Information of Interest to the Market (the “Manual”).

The Charter Governing Executives was adopted by the Board of Directors in May 2003 and is applicable to all executives contractually related to us or our controlled subsidiaries in which we are the majority shareholder, including the Chief Executive Officer, the Chief Financial Officer and other senior officers of the Company. The objective of this set of rules is to establish standards for the governance of our management’s actions, the behavior of management with respect to the principles governing their actions and the limitations and incompatibilities involved, all within our vision, mission and values. Likewise, the Employee Code of Conduct explains our principles and ethical values, establishes the rules governing our contact with customers and suppliers, and establishes the principles that should be followed by employees, including ethical conduct, professionalism and confidentiality. Both documents also impose limitations on the activities that our executives and other employees may undertake outside the scope of their employment with us.

The Manual, adopted by our Board of Directors in May 2008 and amended in February 2010, addresses the following issues: applicable standards and blackout periods regarding the information in connection with transactions of our securities or those of our affiliates, entered into by directors, management, principal

 

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executives, employees and other related parties; the existence of mechanisms for the continuous disclosure of information that is of interest to the market; and mechanisms that provide protection for confidential information.

In addition to the corporate governance rules described above, our Board approved the Code of Ethics and the ZTAC Plan in its meeting held on June 24, 2010. The Code of Ethics is based on general principles such as impartiality, honesty, integrity and other values of similar importance, which are translated into detailed behavioral criteria. The ZTAC Plan reinforces the principles included in the Code of Ethics, but with a special emphasis in avoiding corruption in the form of bribes, preferential treatment, and other similar matters.

On October 30, 2013, the Board approved the Human Rights Policy, which incorporates and adapts the general principles acknowledged by the United Nations in matters of human rights into the corporate reality.

A copy of these documents is available upon request, free of charge, by writing or calling us at:

Investor Relations Department

Enersis Américas S.A.

Santa Rosa 76, Piso15

Santiago, Chile

(56-2) 2353-4682

During fiscal year 2015, there have been no amendments to any provisions of the documents described above. No waivers from any provisions of the Charter Governing Executives, the Employee Code of Conduct, the Code of Ethics, the ZTAC Plan or the Manual, were expressly or implicitly granted to the Chief Executive Officer, the Chief Financial Officer or any other senior financial officer of the Company in fiscal year 2015.

 

Item 16C. Principal Accountant Fees and Services

The following table provides information on the aggregate fees for approved services billed by our independent registered accounting firm, as well as the other members firms and their respective affiliates, by type of services for the periods indicated.

 

Services Rendered

   2015      2014  
     (in million of Ch$)  

Audit fees(1)

     5,359         1,872   

Audit-related fees

     353         321   

Tax fees

     —           —     

All other fees(2)

     663         —     
  

 

 

    

 

 

 

Total

     6,375         2,193   

 

(1) The increase in audit fees was due to approval of audit services related to the group’s reorganization in the amount of Ch$ 3,487 million.
(2) The increase in all other fees was due mainly to audit services related to a project related to the research and development of energy efficiency in Brazil for an amount of Ch$ 604 million.

All of the fees disclosed under audit-related fees and all other fees were pre-approved by the Directors’ Committee pre-approval policies and procedures.

The amounts included in the table above and the related footnotes have been classified in accordance with SEC guidance.

Directors’ Committee Pre-Approval Policies and Procedures

Our external auditors are appointed by our shareholders at the OSM. Similarly, the shareholders of our subsidiaries, which are located in countries where applicable law and regulation so establishes, appoint their own external auditors.

 

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The Directors’ Committee (which performs the functions of the Audit Committee), acting through the CFO, manages appointment proposals, reviews engagement letters, negotiates fees, ensures quality control in respect of the services provided, reviews and controls independence issues, and other related matters.

The Directors’ Committee has a pre-approval policy regarding the contracting of our external auditor, or any affiliate of the external auditor, for professional services. The professional services covered by such policy include audit and non-audit services provided to us.

Fees payable in connection with recurring audit services are pre-approved as part of our annual budget. Fees payable in connection with non-recurring audit services, once they have been analyzed by the CFO, are submitted to the Directors’ Committee for approval or rejection.

The pre-approval policy established by the Directors’ Committee for non-audit services and audit-related fees is as follows:

 

    The business unit that has requested the service and the audit firm expected to perform the service must request that the CFO review the nature of the service to be provided.

 

    The CFO then analyzes the request and requires the selected audit firm to issue a certificate signed by the partner responsible for the audit of our consolidated financial statements confirming such audit firm’s independence.

 

    Finally, the proposal is submitted to the Directors’ Committee for approval or denial.

The Directors’ Committee has designed, approved, and implemented the necessary procedures to fulfill the new requirements described in SEC release number 34-53677, File No. PCAOB-2006-01 (Audit Committee Pre-Approval of Certain Tax Services).

 

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 16F. Change in Registrant’s Certifying Accountant

None.

 

Item 16G. Corporate Governance

For a summary of the significant differences between our corporate governance practices and those applicable to domestic issuers under the corporate governance rules of the NYSE, see “Item 6. Directors, Senior Management and Employees — C. Board Practices.”

 

Item 16H. Mine Safety Disclosure

Not applicable.

 

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PART III

 

Item 17. Financial Statements

We have responded to Item 18 in lieu of responding to this Item.

 

Item 18. Financial Statements

ENERSIS S.A. and Subsidiaries

Index to the Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms:

 

Report of Ernst  & Young Servicios Profesionales de Auditoría y Asesorías Limitada — Enersis S.A. 2015, 2014 and 2013

     F-1   

Report of Ernst  & Young Servicios Profesionales de Auditoría y Asesorías Limitada — Enersis S.A. —Internal Control over Financial Reporting 2015

     F-3   

Report of KPMG Auditores Consultores Ltda. — Empresa Nacional de Electricidad S.A. 2015, 2014, and 2013

     F-6   

Report of KPMG Auditores Consultores Ltda. — Empresa Nacional de Electricidad S.A. — Internal Control over Financial Reporting 2015

     F-7   

Consolidated Financial Statements:

  

Consolidated Statements of Financial Position as of December  31, 2015 and December 31, 2014

     F-9   

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013

     F-11   

Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014, and 2013

     F-13   

Consolidated Statements of Direct Cash Flows for the years ended December 31, 2015, 2014, and 2013

     F-15   

Notes to the Consolidated Financial Statements

     F-16   

 

Ch$    Chilean pesos
US$    U.S. dollars
UF    The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.
ThCh$    Thousands of Chilean pesos
ThUS$    Thousands of U.S. dollars

 

Item 19. Exhibits

Documents filed as exhibits to this Amendment No. 2 to our Annual Report:

 

Exhibit

  

Description

  1.1*    By-laws (Estatutos) of Enersis Américas S.A., as amended.
  8.1*    List of Principal Subsidiaries as of December 31, 2015.
12.1*    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
12.2*    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
12.3*    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
12.4*    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
12.5    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
12.6    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
13.1*    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

 

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Exhibit

  

Description

13.2*    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
13.3    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
15.1    Consent of Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada (“EY Ltda.”), member firm of Ernst & Young Global Ltd., an independent registered public accounting firm.
15.2    Consent of KPMG Auditores Consultores Ltda., an independent registered public accounting firm.

 

* Previously filed.

We will furnish to the Securities and Exchange Commission, upon request, copies of any not filed instruments that define the rights of stakeholders of Enersis Américas.

 

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this amendment to the annual report on its behalf.

 

ENERSIS AMÉRICAS S.A.
By:  

/s/ Javier Galán A.

Name:  

Javier Galán A.

Title:   Chief Financial Officer

Date: September 7, 2016

 

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Enersis Américas S.A. (Former Enersis S.A.) and its Subsidiaries

Consolidated Financial Statements as of December 31, 2015 and 2014


Table of Contents

Index to the Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm   

Report of Ernst  & Young Servicios Profesionales de Auditoría y Asesorías Limitada (EY Ltda.) — Enersis Américas S.A. 2015, 2014 and 2013

     F-1   

Report of Ernst  & Young Servicios Profesionales de Auditoría y Asesorías Limitada — Enersis Américas S.A. — Internal Control over Financial Reporting 2015

     F-3   

Report of KPMG Auditores Consultores Ltda. — Empresa Nacional de Electricidad S.A. (Endesa Chile) 2015, 2014 and 2013

     F-6   

Report of KPMG Auditores Consultores Ltda. — Empresa Nacional de Electricidad S.A. (Endesa Chile) — Internal Control over Financial Reporting 2015

     F-7   
Combined Financial Statements:   

Consolidated Statements of Financial Position as of December  31, 2015 and December 31, 2014

     F-9   

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013

     F-11   

Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013

     F-13   

Consolidated Statements of Direct Cash Flows for the years ended December 30, 2015, 2014 and 2013

     F-15   

Notes to the Consolidated Financial Statements

     F-16   

 

Ch$   Chilean pesos
US$   U. S. dollars
UF   The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.
ThCh$             Thousands of Chilean pesos
ThUS$   Thousands of U.S. dollars


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LOGO        
 

 

EY Chile

Avda. Presidente Riesco 5435, piso 4, Santiago

  

 

Tel: +56 (2) 2676 1000

www.eychile.cl

  

Report of Independent Registered Public Accounting Firm

To Shareholders and Directors of

Enersis Américas S.A.

We have audited the accompanying consolidated statements of financial position of Enersis Américas S.A. (formerly Enersis S.A.) and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

The consolidated financial statements of the Company include the consolidated financial statements of its subsidiary, Empresa Nacional de Electridad S.A (“Endesa-Chile”). The consolidated financial statements of Endesa-Chile include the financial statements of the following entities, each having been prepared in conformity with its respective local statutory accounting basis: Emgesa S.A. E.S.P (“Emgesa”) and Endesa Argentina S.A. (“Endesa-Argentina”) (both subsidiaries of Endesa-Chile), and of Enel Brasil S.A. (“Enel-Brasil”) (a consolidated subsidiary of the Company that is also a 38.64% percent owned investee of Endesa-Chile accounted for using the equity method). Except for the amounts included in Endesa-Chile’s consolidated financial statements relating to Emgesa, Endesa-Argentina and Enel-Brasil, which we subjected to our audit procedures in the context of the consolidated financial statements of Enersis Americas, taken as a whole, we did not audit the consolidated financial statements of Endesa-Chile. The consolidated financial statements of Endesa-Chile, exclusive of the amounts relating to Emgesa, Endesa-Argentina and Enel-Brasil, reflect total assets constituting 28.3% in 2015 and 32.0% in 2014, total revenues and other operating income constituting 5.5% in 2015, 5.4 % in 2014 and 4.4% in 2013 and income (loss) after tax from discontinued operations constituting (17.5)% in 2015, (94.5)% in 2014 and 5.9% in 2013 of the related consolidated totals. Endesa-Chile’s consolidated financial statements were audited by other auditors whose report has been furnished to us, and our opinion on the Company’s consolidated financial statements, insofar as it relates to the amounts included for Endesa-Chile (but exclusive of the amounts for Emgesa, Endesa-Argentina and Enel-Brasil), is based solely on the report 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 audits and the report of other auditors provide a reasonable basis for our opinion.

 

A member firm of Ernst & Young Global Limited

 

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LOGO        
 

 

EY Chile

Avda. Presidente Riesco 5435, piso 4, Santiago

  

 

Tel: +56 (2) 2676 1000

www.eychile.cl

  

In our opinion, based on our audits and the report of other auditors (see second paragraph above), the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Enersis Américas S.A. and subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Enersis Americas S.A.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 29, 2016 expressed an unqualified opinion thereon based on our audit and the report on internal controls of other auditors.

 

/s/ EY Ltda.

EY Ltda.
Santiago, Chile
April 29, 2016

 

A member firm of Ernst & Young Global Limited

 

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LOGO        
 

 

EY Chile

Avda. Presidente Riesco 5435, piso 4, Santiago

  

 

Tel: +56 (2) 2676 1000

www.eychile.cl

  

Report of Independent Registered Public Accounting Firm On Internal Control Over Financial Reporting

The Board of Directors and Shareholders of

Enersis Américas S.A.

We have audited the internal control over financial reporting of Enersis Américas S.A. (formerly Enersis S.A.) and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Company’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.

The consolidated financial statements of the Company include the consolidated financial statements of its subsidiary, Empresa Nacional de Electridad S.A (“Endesa-Chile”). The consolidated financial statements of Endesa-Chile include the financial statements of Emgesa S.A.E.S.P (“Emgesa”) and Endesa Argentina S.A. (“Endesa-Argentina”) (both subsidiaries of Endesa-Chile) and of Enel Brasil S.A.(“Enel-Brasil”) (a consolidated subsidiary of the Company that is also a 38.64% percent owned investee of Endesa-Chile accounted for using the equity method). Except for the amounts included in Endesa-Chile’s consolidated financial statements relating to Emgesa, Endesa-Argentina and Enel-Brasil, which we subjected to our audit procedures in the context of the audit of the internal control over financial reporting of Enersis Americas and subsidiaries, taken as a whole, we did not examine the effectiveness of internal control over financial reporting of Endesa- Chile. The consolidated financial statements of Endesa-Chile, exclusive of the amounts relating to Emgesa, Endesa-Argentina and Enel-Brasil reflect total assets, total revenues and total income (losses) after tax from discontinued operations constituting 28.3%, 5.5% and (17.5)%, respectively, of the related consolidated totals. The effectiveness of Endesa-Chile’s internal control over financial reporting was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the effectiveness of Endesa-Chile’s internal control over financial reporting (but exclusive of internal controls over financial reporting of Emgesa, Endesa-Argentina and Enel-Brasil, in the context of the audit of the internal control over financial reporting of Enersis Americas and subsidiaries taken as a whole), is based solely on the report of the other auditors.

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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A member firm of Ernst & Young Global Limited

 

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LOGO        
 

 

EY Chile

Avda. Presidente Riesco 5435, piso 4, Santiago

  

 

Tel: +56 (2) 2676 1000

www.eychile.cl

  

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.

In our opinion, based on our audit and the report of other auditors, Enersis Américas S.A. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

 

A member firm of Ernst & Young Global Limited

 

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LOGO        
 

 

EY Chile

Avda. Presidente Riesco 5435, piso 4, Santiago

  

 

Tel: +56 (2) 2676 1000

www.eychile.cl

  

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Enersis Américas S.A. and subsidiaries as of December 31, 2015 and 2014 and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2015 of Enersis Américas S.A. and subsidiaries, and our report dated April 29, 2016 expressed an unqualified opinion thereon based on our audits and the report of other auditors.

 

/s/ EY Ltda.

EY Ltda.
Santiago, Chile
April 29, 2016

 

A member firm of Ernst & Young Global Limited

 

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LOGO  

KPMG Auditores Consultores Ltda.

Av. Isidora Goyenechea 3520, Piso 2

Las Condes, Santiago, Chile

 

Teléfono +56 (2) 2798 1000

Fax +56 (2) 2798 1001

www.kpmg.cl

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Empresa Nacional de Electricidad S.A. (Endesa-Chile):

We have audited the accompanying consolidated statements of financial position of Endesa-Chile and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2015. 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 Emgesa S.A. E.S.P. and its subsidiaries and Endesa Argentina S.A. and its subsidiaries, which statements collectively reflect total assets constituting 33.52 percent and 34.13 percent of the Company’s consolidated total assets as of December 31, 2015 and 2014, respectively, and ThCh$ 321,253,877, ThCh$ 345,341,681 and ThCh$ 220,964,452 of the Company’s consolidated profit from discontinued operations for the years ended December 31, 2015, 2014 and 2013, respectively. In addition, we did not audit the financial statements of Enel Brasil S.A. (a 38.64 percent owner investee company). The Company’s investment in Enel Brasil S.A. as of December 31, 2015 and 2014 was ThCh$ 444,182,602 and ThCh$ 538,876,929, respectively, and its equity in earnings was ThCh$36,473,505, ThCh$62,181,301 and ThCh$94,402,624 for the years ended December 31, 2015, 2014 and 2013, respectively. Those consolidated financial statements prepared in accordance with the local statutory accounting basis were audited by other auditors whose reports have been furnished to us and our opinion, insofar as it relates to the amounts included for those entities on such basis of accounting, is based solely on the reports of the other auditors. Accordingly, we have audited the conversion adjustments to the financial statements of these subsidiaries and nonsubsidiary investees prepared in accordance with the local statutory accounting basis to conform them to the Company’s accounting basis referred to below.

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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 and the reports of the other auditors 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 Endesa-Chile and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Endesa-Chile’s internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated April 29, 2016, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

/s/ KPMG

KPMG Auditores Consultores Ltda.
Santiago, Chile
April 29, 2016

KPMG Auditores Consultores Ltda, a Chilean limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

 

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LOGO  

KPMG Auditores Consultores Ltda.

Av. Isidora Goyenechea 3520, Piso 2

Las Condes, Santiago, Chile

 

Teléfono +56 (2) 2798 1000

Fax +56 (2) 2798 1001

www.kpmg.cl

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Empresa Nacional de Electricidad S.A. (Endesa–Chile):

We have audited the internal control over financial reporting of Endesa-Chile 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). Endesa-Chile’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 Endesa-Chile’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.

In our opinion, Endesa-Chile maintained, in all material respects, 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).

 

F-7


Table of Contents
LOGO  

KPMG Auditores Consultores Ltda.

Av. Isidora Goyenechea 3520, Piso 2

Las Condes, Santiago, Chile

 

Teléfono +56 (2) 2798 1000

Fax +56 (2) 2798 1001

www.kpmg.cl

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated the statements of financial position of Endesa-Chile and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated April 29, 2016 expressed an unqualified opinion on those consolidated financial statements.

 

/s/ KPMG

KPMG Auditores Consultores Ltda.
Santiago, Chile

April 29, 2016

 

F-8


Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

Consolidated Statements of Financial Position

As of December 31, 2015 and 2014

(In thousands of Chilean pesos)

 

 

ASSETS

   Note      12-31-2015
ThCh$
     12-31-2014
ThCh$
 

CURRENT ASSETS

        

Cash and cash equivalents

     8         1,185,163,344         1,704,745,491   

Other current financial assets

     9         68,262,446         99,455,403   

Other current non-financial assets

        101,989,057         175,098,112   

Trade and other current receivables

     10         1,088,131,567         1,681,686,903   

Current accounts receivable from related parties

     11         3,566,930         18,441,340   

Inventories

     12         95,057,897         133,520,154   

Current tax assets

     13         47,454,588         110,572,522   
     

 

 

    

 

 

 

Total current assets other than assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

        2,589,625,829         3,923,519,925   
     

 

 

    

 

 

 

Non-current assets or disposal groups held for sale or for distribution to owners

     5         5,323,935,881         7,978,963   
     

 

 

    

 

 

 

TOTAL CURRENT ASSETS

  

     7,913,561,710         3,931,498,888   
     

 

 

    

 

 

 

NON-CURRENT ASSETS

        

Other non-current financial assets

     9        489,528,204         530,821,520   

Other non-current non-financial assets

        77,562,708         77,806,180   

Trade and other non-current receivables

     10        398,695,864         291,641,675   

Non-current accounts receivable from related parties

     11         355,485         486,605   

Investments accounted for using the equity method

     14         30,960,445         73,633,610   

Intangible assets other than goodwill

     15         981,399,272         1,168,212,056   

Goodwill

     16         444,199,047         1,410,853,627   

Property, plant and equipment

     17         5,003,566,633         8,234,215,719   

Investment property

     18         —           8,514,562   

Deferred tax assets

     19         109,325,023         193,637,874   
     

 

 

    

 

 

 

TOTAL NON-CURRENT ASSETS

        7,535,592,681         11,989,823,428   
     

 

 

    

 

 

 

TOTAL ASSETS

        15,449,154,391         15,921,322,316   
     

 

 

    

 

 

 

 

 

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

 

F-9


Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

Consolidated Statements of Financial Position

As of December 31, 2015 and 2014

(In thousands of Chilean pesos)

 

 

LIABILITIES AND EQUITY

   Note      12-31-2015
ThCh$
    12-31-2014
ThCh$
 

CURRENT LIABILITIES

       

Other current financial liabilities

     20        687,873,508        421,805,679   

Trade and other current payables

     23        1,452,824,207        2,288,876,950   

Current accounts payable to related parties

     11        109,897,508        143,680,622   

Other current provisions

     24        127,299,176        90,222,684   

Current tax liabilities

     13        142,607,960        115,472,313   

Other current non-financial liabilities

        39,226,339        129,275,589   
     

 

 

   

 

 

 

Total current liabilities other than those associated with groups of assets for disposal classified as held for sale

        2,559,728,698        3,189,333,837   
     

 

 

   

 

 

 

Liabilities associated with disposal groups held for sale or for distribution to owners

     5        1,945,652,102        5,488,147   
     

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

        4,505,380,800        3,194,821,984   
     

 

 

   

 

 

 

NON-CURRENT LIABILITIES

       

Other non-current financial liabilities

     20         1,847,296,592        3,289,097,528   

Trade and other non-current payables

     23        283,544,254        159,385,521   

Other long-term provisions

     24        183,848,284        197,243,841   

Deferred tax liabilities

     19        231,904,615        478,361,484   

Non-current provisions for employee benefits

     25        187,270,474        269,930,412   

Other non-current non-financial liabilities

        20,100,992        53,262,800   
     

 

 

   

 

 

 

TOTAL NON-CURRENT LIABILITIES

        2,753,965,211        4,447,281,586   
     

 

 

   

 

 

 

TOTAL LIABILITIES

        7,259,346,011        7,642,103,570   
     

 

 

   

 

 

 

EQUITY

       

Issued capital

     26.1        5,804,447,986        5,804,447,986   

Retained earnings

        3,380,661,523        3,051,734,445   

Other reserves

     26.5        (3,158,960,224     (2,654,206,384

Equity attributable to shareholders of Enersis Américas

        6,026,149,285        6,201,976,047   

Non-controlling interests

     26.6        2,163,659,095        2,077,242,699   
     

 

 

   

 

 

 

TOTAL EQUITY

        8,189,808,380        8,279,218,746   
     

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

        15,449,154,391        15,921,322,316   
     

 

 

   

 

 

 

 

 

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

 

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Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income, by Nature

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

STATEMENTS OF PROFIT (LOSS)

  Note   2015
ThCh$
    2014
(As adjusted)(*)
ThCh$
    2013
(As adjusted)(*)
ThCh$
 

Revenues

  27     4,667,645,310        4,806,455,737        3,978,995,352   

Other operating income

  27     633,794,268        399,914,051        549,152,517   
   

 

 

   

 

 

   

 

 

 

Revenues and Other Operating Income

      5,301,439,578        5,206,369,788        4,528,147,869   
   

 

 

   

 

 

   

 

 

 

Raw materials and consumables used

  28     (2,777,201,512     (2,631,669,436     (2,090,267,302
   

 

 

   

 

 

   

 

 

 

Contribution Margin

      (2,524,238,066     (2,574,700,352     (2,437,880,567
   

 

 

   

 

 

   

 

 

 

Other work performed by the entity and capitalized

      67,101,269        55,770,418        47,134,470   

Employee benefits expenses

  29     (487,698,147     (389,668,473     (345,568,196

Depreciation and amortization expense

  30     (320,542,197     (350,742,750     (315,966,141

Impairment loss recognized in the period’s profit or loss

  30     (39,811,756     (38,329,942     (66,664,976

Other expenses

  31     (488,528,749     (463,729,264     (405,747,911
   

 

 

   

 

 

   

 

 

 

Operating Income

      1,254,758,486        1,388,000,341        1,351,067,813   
   

 

 

   

 

 

   

 

 

 

Other gains (losses)

  32     (6,566,225     876,554        4,642,268   

Financial income

  33     294,770,272        251,121,762        246,615,814   

Financial costs

  33     (385,455,340     (432,314,329     (325,972,302

Share of profit (loss) of associates and joint ventures accounted for using the equity method

  14     3,332,971        2,560,023        979,875   

Foreign currency exchange differences

  33     128,238,047        (18,493,594     (28,534,786

Profit (losses) from indexed assets and liabilities

  33     (9,266,040     (13,630,068     (11,007,801

Income from continuing operations, before taxes

      1,279,812,171        1,178,120,689        1,237,790,881   

Income tax expenses, continuing operations

  34     (523,663,212     (425,957,462     (442,455,343

INCOME AFTER TAX FROM CONTINUING OPERATIONS

      756,148,959        752,163,227        795,335,538   

Income after tax from discontinued operations

  5.1     388,320,526        215,331,981        318,065,208   

NET INCOME

      1,144,469,485        967,495,208        1,113,400,746   

Net income attributable to:

       

Shareholders of Enersis Américas

      661,586,917        571,873,342        658,514,150   

Non-controlling interests

  26.6     482,882,568        395,621,866        454,886,596   
   

 

 

   

 

 

   

 

 

 

NET INCOME

      1,144,469,485        967,495,208        1,113,400,746   
   

 

 

   

 

 

   

 

 

 

Basic earnings per share

       

Basic earnings per share from continuing operations

  Ch$/Share     8.35        8.34        9.49   

Basic earnings per share from discontinued operations

  Ch$/Share     5.13        3.31        5.08   

Basic earnings per share

  Ch$/Share     13.48        11.65        14.56   

Weighted average number of shares of common stock

  Thousands     49,092,772.76        49,092,772.76        45,218,860.05   

Diluted earnings per share

       

Diluted earnings per share from continuing operations

  Ch$/Share     8.35        8.34        9.49   

Diluted earnings per share from discontinued operations

  Ch$/Share     5.13        3.31        5.08   

Diluted earnings per share

  Ch$/Share     13.48        11.65        14.56   

Weighted average number of shares of common stock

  Thousands     49,092,772.76        49,092,772.76        45,218,860.05   

 

(*) Prior period amounts were adjusted to conform with current period classification of discontinued operations. See Note 5.1.II.iii

 

 

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

 

F-11


Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income, by Nature (continued)

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

STATEMENTS OF COMPREHENSIVE INCOME

  Note   2015
ThCh$
    2014
(As adjusted)(*)
ThCh$
    2013
(As adjusted)(*)
ThCh$
 

Net Income

      1,144,469,485        967,495,208        1,113,400,746   

Components of other comprehensive income that will not be reclassified subsequently to profit or loss, before taxes

       

Gain (loss) from defined benefit plans

  25.2b     (19,027,368     (36,681,734     6,351,518   

Other comprehensive income that will not be reclassified subsequently to profit or loss

      (19,027,368     (36,681,734     6,351,518   

Components of other comprehensive income that will be reclassified subsequently to profit or loss, before taxes

       

Foreign currency translation gains (losses)

      (644,537,672     4,370,648        (76,723,893

Gains (losses) from available-for-sale financial assets

      (442,864     1,849        (2,273

Share of other comprehensive income from associates and joint ventures accounted for using the equity method

  14.1     (552,420     13,476,871        8,367,223   

Gains (losses) from cash flow hedge

      (155,456,845     (138,993,868     (76,144,260

Adjustments from reclassification of cash flow hedges, transferred to profit or loss

      17,215,453        (6,898,502     55,283   

Other comprehensive income that will be reclassified subsequently to profit or loss

      (783,774,348     (128,043,002     (144,447,920

Components of other comprehensive income, before taxes

      (802,801,716     (164,724,736     (138,096,402

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

       

Income tax related to defined benefit plans

      6,018,363        12,694,514        (2,603,231

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

      6,018,363        12,694,514        (2,603,231

Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

       

Income tax related to cash flow hedge

      36,399,000        35,887,996        12,332,516   

Income tax related to available-for-sale financial assets

      (291     (1,462     455   
   

 

 

   

 

 

   

 

 

 

Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

      36,398,709        35,886,534        12,332,971   
   

 

 

   

 

 

   

 

 

 

Total Other Comprehensive Income

      (760,384,644     (116,143,688     (128,366,662
   

 

 

   

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME 

      384,084,841        851,351,520        985,034,084   
   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to:

       

Shareholders of Enersis Américas

      145,175,235        524,282,247        577,348,684   

Non-controlling interests

      238,909,606        327,069,273        407,685,400   
   

 

 

   

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME

      384,084,841        851,351,520        985,034,084   
   

 

 

   

 

 

   

 

 

 

 

(*) Prior period amounts were adjusted to conform with current period classification of discontinued operations. See Note 5.1.II.iii

 

 

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

 

F-12


Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

Statements of Changes in Equity

  Issued Capital     Share
Premium
    Changes in Other Reserves     Retained
Earnings
    Equity
Attributable
to
Shareholders
of Enersis
Américas
    Non-
controlling
Interests
    Total Equity  
      Reserve for
Exchange
Differences
in
Translation
    Reserve for
Cash Flow
Hedges
    Reserve for
Gains and
Losses for
Defined
Benefit
Plans
    Reserve for
Gains and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets
    Other
Miscellaneous
Reserves
    Amounts
recognized
in other
comprehensive
income and
accumulated
in equity
related to
non-current
assets or
groups of
assets for
disposal
classified as
held for sale
    Other
Reserves
         

Equity at beginning of period 1/1/2015

    5,804,447,986        —          35,154,874        (69,404,677     —          14,046        (2,619,970,627     —          (2,654,206,384     3,051,734,445        6,201,976,047        2,077,242,699        8,279,218,746   

Changes in equity

                         

Comprehensive income:

                         

Profit (loss)

                      661,586,917        661,586,917        482,882,568        1,144,469,485   

Other comprehensive income

        (442,819,275     (60,939,077     (12,152,091     (166,950     (334,289     —          (516,411,682       (516,411,682     (243,972,962     (760,384,644

Comprehensive income

                        145,175,235        238,909,606        384,084,841   

Dividends

                      (320,507,748     (320,507,748     (151,308,255     (471,816,003

Increase (decrease) from other changes

        (12,423,692     121,503,052        12,152,091        (14,835     (8,231,102     (101,327,672     11,657,842        (12,152,091     (494,249     (1,184,955     (1,679,204

Total changes in equity

        (455,242,967     60,563,975        —          (181,785     (8,565,391     (101,327,672     (504,753,840     328,927,078        (175,826,762     86,416,396        (89,410,366

Equity at end of period 12/31/2015

    5,804,447,986        —          (420,088,093     (8,840,702     —          (167,739     (2,628,536,018     (101,327,672     (3,158,960,224     3,380,661,523        6,026,149,285        2,163,659,095        8,189,808,380   

 

Statement of Changes in Equity

  Issued Capital     Share
Premium
    Changes in Other Reserves     Retained
Earnings
    Equity
Attributable
to
Shareholders
of Enersis
Américas
    Non-
controlling
Interests
    Total Equity  
      Reserve for
Exchange
Differences
in
Translation
    Reserve for
Cash Flow
Hedges
    Reserve for
Gains and
Losses for
Defined
Benefit
Plans
    Reserve for
Gains and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets
    Other
Miscellaneous
Reserves
    Amounts
recognized
in other
comprehensive
income and
accumulated
in equity
related to non-
current
assets or
groups of
assets for
disposal
classiried as
held for sale
    Other
Reserves
         

Equity at beginning of period 1/1/2014

    5,669,280,725        158,759,648        (56,022,016     (3,086,726     —          11,811        (2,414,023,486     —          (2,473,120,417     2,813,634,297        6,168,554,253        2,338,910,608        8,507,464,861   

Changes in equity

                         

Comprehensive income:

                         

Profit (loss)

                      571,873,342        571,873,342        395,621,866        967,495,208   

Other comprehensive income

        29,929,142        (66,317,951     (19,023,003     2,235        7,818,482        —          (47,591,095       (47,591,095     (68,552,593     (116,143,688

Comprehensive income

                        524,282,247        327,069,273        851,351,520   

Dividends

                      (314,750,191     (314,750,191     (459,728,319     (774,478,510

Increase (decrease) from other changes

    135,167,261        (158,759,648     —          —          19,023,003        —          25,112,860        —          44,135,863        (19,023,003     1,520,473        —          1,520,473   

Increase (decrease) from changes in ownership interests in subsidiaries that do not result in loss of control

        61,247,748              (238,878,483     —          (177,630,735     —          (177,630,735     (129,008,863     (306,639,598

Total changes in equity

    135,167,261        (158,759,648     91,176,890        (66,317,951     —          2,235        (205,947,141     —          (181,085,967     238,100,148        33,421,794        (261,667,909     (228,246,115

Equity at end of period 12/31/2014

    5,804,447,986        —          35,154,874        (69,404,677     —          14,046        (2,619,970,627     —          (2,654,206,384     3,051,734,445        6,201,976,047        2,077,242,699        8,279,218,746   

 

 

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

 

F-13


Table of Contents

Statement of Changes in Equity

  Issued Capital     Share
Premium
    Changes in Other Reserves     Retained
Earnings
    Equity
Attributable
to
Shareholders
of
Enersis
Américas
    Non-
controlling
Interests
    Total Equity  
      Reserve for
Exchange
Differences
in
Translation
    Reserve for
Cash Flow
Hedges
    Reserve
for Gains
and
Losses for
Defined
Benefit
Plans
    Reserve for
Gains and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets
    Other
Miscellaneous
Reserves
    Amounts
recognized
in other
comprehensive
income and
accumulated
in equity
related to non-
current assets
or groups of
assets for
disposal
classified as
held for sale
    Other
Reserves
         

Equity at beginning of period 1/1/2013

    2,824,882,835        158,759,648        (40,720,059     27,594,028        —          13,647        (1,498,010,369     —          (1,511,122,753     2,421,278,841        3,893,798,571        3,064,408,474        6,958,207,045   

Changes in equity

                         

Comprehensive income:

                         

Profit (loss)

                      658,514,150        658,514,150        454,886,596        1,113,400,746   

Other comprehensive income

        (57,187,681     (30,680,754     6,865,655        (1,836     (160,850     —          (81,165,466       (81,165,466     (47,201,196     (128,366,662

Comprehensive income

                        577,348,684        407,685,400        985,034,084   

Issue of equity

    2,844,397,890        1,460,503                      —          2,845,858,393          2,845,858,393   

Dividends

                      (273,024,349     (273,024,349     (387,641,111     (660,665,460

Increase (decrease) from other changes

    —          (1,460,503     —          —          (6,865,655     —          74,015,741        —          67,150,086        6,865,655        72,555,238        (910,579     71,644,659   

Increase (decrease) from changes in ownership interests in subsidiaries that do not result in loss of control

        41,885,724              (989,868,008     —          (947,982,284     —          (947,982,284     (744,631,576     (1,692,613,860

Total changes in equity

    2,844,397,890        —          (15,301,957     (30,680,754     —          (1,836     (916,013,117     —          (961,997,664     392,355,456        2,274,755,682        (725,497,866     1,549,257,816   

Equity at end of period 12/31/2013

    5,669,280,725        158,759,648        (56,022,016     (3,086,726     —          11,811        (2,414,023,486     —          (2,473,120,417     2,813,634,297        6,168,554,253        2,338,910,608        8,507,464,861   

 

 

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

 

F-14


Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

Consolidated Statements of Cash Flows, Direct

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Chilean pesos)

 

 

Statements of Direct Cash Flows

  Note   2015
ThCh$
    2014
ThCh$
    2013
ThCh$
 

Cash flows from (used in) operating activities

       

Types of collection from operating activities

       

Collections from the sale of goods and services

      8,983,646,820        7,786,425,908        6,946,352,718   

Collections from royalties, payments, commissions, and other income from ordinary activities

      40,395,210        53,736,441        92,757,838   

Collections from premiums and services, annual payments, and other benefits from policies held

      24,800,978        20,348,278        74,183,266   

Other collections from operating activities

      593,726,467        793,806,980        503,343,750   

Types of payment in cash from operating activities

       

Payments to suppliers for goods and services

      (4,875,217,622     (4,395,777,186     (3,690,576,400

Payments to and on behalf of employees

      (554,559,784     (482,784,407     (448,354,032

Payments on premiums and services, annual payments, and other obligations from policies held

      (14,484,698     (15,147,534     (5,782,311

Other payments for operating activities

      (1,572,807,177     (1,418,097,022     (1,176,355,154

Cash flows from operating activities

       

Income taxes paid

      (451,694,741     (428,343,722     (381,648,502

Other outflows of cash

      (250,354,851     (216,129,742     (212,945,529
   

 

 

   

 

 

   

 

 

 

Net cash flows from operating activities

      1,923,450,602        1,698,037,994        1,700,975,644   
   

 

 

   

 

 

   

 

 

 

Cash flows from (used in) investing activities

       

Cash flows from the loss of control of subsidiaries or other businesses

  8.e     6,639,653        40,861,571        —     

Cash flows used to obtain control of subsidiaries or other businesses

  8.c     —          (37,654,762     —     

Other collections from the sale of equity or debt instruments belonging to other entities

      395,810,811        1,126,402,278        871,863,989   

Other payments to acquire equity or debt instruments belonging to other entities

      (353,112,647     (480,297,836     (1,433,536,193

Other payments to acquire stakes in joint ventures

      (2,550,000     (3,315,000     (5,084,700

Loans to related companies

      —          —          (4,844,706

Proceeds from the sale of property, plant and equipment

      49,916        167,486        5,462,527   

Purchases of property, plant and equipment

      (1,090,624,099     (825,909,425     (603,413,832

Purchases of intangible assets

      (271,937,266     (260,500,759     (169,371,666

Proceeds from the sale of other long-term assets

      1,729,727        2,037,930        1,987,002   

Purchases of other long-term assets

      —          (2,952,035     (2,034,104

Payments from future, forward, option and swap contracts

      (6,888,344     (26,683,724     (3,485,915

Collections from future, forward, option and swap contracts

      17,266,466        16,957,654        14,308,008   

Collections from related companies

      —          —          4,895,411   

Dividends received

      11,313,451        13,567,998        9,081,705   

Interest received

      58,724,646        93,410,873        92,176,821   

Other inflows (outflows) of cash

      18,278,638        44,220,761        (1,891,436
   

 

 

   

 

 

   

 

 

 

Net cash flows used in investing activities

      (1,215,299,048     (299,686,990     (1,223,887,089
   

 

 

   

 

 

   

 

 

 

Cash flows from (used in) financing activities

       

Proceeds from issuing shares

      —          8,783,766        1,130,817,519   

Payments from changes in ownership interests in subsidiaries that do not result in loss of control

      (2,374,346     (385,132,160     —     

Total proceeds from loans

      475,558,223        774,199,941        530,735,256   

Proceeds from long-term loans

      105,645,839        740,518,825        487,162,501   

Proceeds from short-term loans

      369,912,384        33,681,116        43,572,755   

Loans from related companies

      —          —          693,084   

Payment on borrowings

      (614,937,402     (622,496,486     (563,049,681

Payments on financial lease liabilities

      (19,737,180     (16,559,995     (9,388,183

Payments on loans to related companies

      —          (17,236,440     —     

Dividends paid

      (612,045,894     (632,808,121     (482,046,152

Interest paid

      (266,756,065     (246,769,836     (230,584,133

Other outflows of cash

      (19,921,715     (145,440,332     (40,412,354
   

 

 

   

 

 

   

 

 

 

Net cash flows from (used in) financing activities

      (1,060,214,379     (1,283,459,663     336,765,356   
   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

      (352,062,825     114,891,341        813,853,911   

Effect of exchange rate changes on cash and cash equivalents

       

Effect of exchange rate changes on cash and cash equivalents

      (23,287,179     (16,503,717     (23,298,403

Net increase (decrease) in cash and cash equivalents

      (375,350,004     98,387,624        790,555,508   

Cash and cash equivalents at beginning of period

  8     1,704,775,193        1,606,387,569        815,832,061   
   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

  8.d     1,329,425,189        1,704,775,193        1,606,387,569   
   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-15


Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Contents

   Page

  1.

    THE GROUP’S ACTIVITIES AND FINANCIAL STATEMENTS    F-20

  2.

    BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS    F-21
  2.1.   Accounting principles    F-21
  2.2.   New accounting pronouncements    F-21
  2.3.   Responsibility for the information, judgments and estimates provided    F-24
  2.4.   Subsidiaries    F-25
    2.4.1 Changes in the scope of consolidation    F-25
    2.4.2 Consolidated companies with an ownership interest of less than 50%    F-26
    2.4.3 Unconsolidated companies with an ownership interest of more than 50%    F-26
  2.5.   Investments in associates and joint arrangements    F-26
  2.6.   Basis of consolidation and business combinations
   F-26

  3.

    ACCOUNTING POLICIES APPLIED    F-28
  a)   Property, plant and equipment    F-28
  b)   Investment property    F-30
  c)   Goodwill    F-30
  d)   Intangible assets other than goodwill    F-31
    d.1) Concessions    F-31
    d.2) Research and development expenses    F-32
    d.3) Other intangible assets    F-32
  e)   Impairment of non-financial assets    F-32
  f)   Leases    F-34
  g)   Financial instruments    F-34
    g.1) Financial assets other than derivatives    F-34
    g.2) Cash and cash equivalents    F-35
    g.3) Impairment of financial assets    F-35
    g.4) Financial liabilities other than derivatives    F-35
    g.5) Derivatives financial instruments and hedge    F-36
    g.6) Derecognition of financial assets and liabilities    F-37
    g.7) Offsetting financial assets and liabilities    F-37
    g.8) Financial guarantee contracts    F-37
  h)   Measurement of fair value    F-38
  i)   Investments accounted for using the equity method    F-39
  j)   Inventories    F-39
  k)   Non-current assets (or disposal groups) classified as held for sale or as held for distribution to owners and discontinued operations    F-39
  l)   Treasury shares    F-40
  m)   Provisions    F-40
    m.1) Provisions for post-employment benefits and similar obligations    F-40
  n)   Translation of balances in foreign currency    F-41
  o)   Current / non-current classification    F-41
  p)   Income taxes    F-41
  q)   Revenue and expense recognition    F-42
  r)   Earnings per share    F-43
  s)   Dividends    F-44
  t)   Share issuance costs    F-44
  u)   Cash flow statement    F-44

 

 

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

 

F-16


Table of Contents

Contents

   Page

  4.

    SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS    F-44
  4.1   Continuing operations    F-44
  4.2   Discontinued operations    F-56

  5.

  NON CURRENT ASSETS HELD FOR SALE FOR DISTRIBUTION TO OWNERS AND DISCONTINUED OPERATIONS    F-59

  6.

  BUSINESS COMBINATION — ACQUISITION OF GASATACAMA    F-66

  7.

  CAPITAL INCREASE    F-68

  8.

  CASH AND CASH EQUIVALENTS    F-70

  9.

  OTHER FINANCIAL ASSETS    F-72

  10.

  TRADE AND OTHER RECEIVABLES    F-73

  11.

  BALANCES AND TRANSACTIONS WITH RELATED PARTIES    F-75
  11.1   Balances and transactions with related parties    F-75
    a) Receivables from related parties    F-75
    b) Accounts payable to related parties    F-76
    c) Significant transactions and effects on income/expenses    F-77
  11.2   Board of Directors and key management personnel    F-78
    a) Accounts receivable and payable and other transactions    F-78
    b) Compensation for directors    F-78
    c) Guarantees established by the Company in favor of the directors    F-81
  11.3   Compensation for key management personnel    F-81
    a) Remunerations received by key management personnel    F-81
    b) Guarantees established by the Company in favor of key management personnel    F-82
  11.4   Compensation plans linked to share price    F-82

  12.

  INVENTORIES    F-82

  13

  TAX RECEIVABLES AND PAYABLES    F-83

  14.

  INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD    F-84
  14.1   Investment accounted for using the equity method    F-84

  15.

  INTANGIBLE ASSETS OTHER THAN GOODWILL    F-86

  16.

  GOODWILL    F-89

  17.

  PROPERTY, PLANT AND EQUIPMENT    F-92

  18.

  INVESTMENT PROPERTY    F-98

  19.

  DEFERRED TAXES    F-100

  20.

  OTHER FINANCIAL LIABILITIES    F-104
  20.1   Interest-bearing borrowings    F-104
  20.2   Unsecured liabilities    F-109
  20.3   Secured liabilities    F-109
  20.4   Hedged debt    F-114
  20.5   Other information    F-114

 

 

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

 

F-17


Table of Contents

Contents

   Page

  21.

  RISK MANAGEMENT POLICY    F-114
  21.1   Interest rate risk    F-115
  21.2   Exchange rate risk    F-115
  21.3   Commodities risk    F-116
  21.4   Liquidity risk    F-116
  21.5   Credit risk    F-116
  21.6   Risk measurement    F-117

  22.

  FINANCIAL INSTRUMENTS    F-118
  22.1   Financial instruments, classified by type and category    F-118
  22.2   Derivative instruments    F-119
  22.3   Fair value hierarchies    F-122

  23.

  TRADE AND OTHER CURRENT PAYABLES    F-123

  24.

  PROVISIONS    F-124

  25.

  EMPLOYEE BENEFIT OBLIGATIONS    F-125
  25.1   General information    F-125
  25.2   Details, changes and presentation in financial statements    F-125

  26.

  EQUITY    F-131
  26.1   Equity attributable to the shareholders of Enersis Américas    F-131
    26.2   Foreign currency translation reserves    F-133
  26.3   Capital management    F-133
  26.4   Restrictions on subsidiaries transferring funds to the parent    F-133
  26.5   Other reserves    F-134
  26.6   Non-controlling interests    F-135
  27.   REVENUE AND OTHER INCOME    F-138
  28.   RAW MATERIALS AND CONSUMABLES USED    F-139
  29.   EMPLOYEE BENEFITS EXPENSE    F-139
  30.   DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES    F-139
  31.   OTHER EXPENSES    F-140
  32.   OTHER GAINS (LOSSES)    F-141
  33.   FINANCIAL RESULTS    F-141
  34.   INCOME TAXES    F-143
  35.   INFORMATION BY SEGMENT    F-144
  35.1   Basis of segmentation    F-144
  35.2   Generation and transmission, and distribution by country    F-146
  35.3  

Segment information by country

   F-149
  35.4   Generation and transmission, and distribution by country    F-152
  36.   THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS    F-156
  36.1   Direct guarantees    F-156
  36.2   Indirect guarantees    F-157
  36.3   Lawsuits and arbitration proceedings    F-157

 

 

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

 

F-18


Table of Contents

Contents

   Page
  36.4   Financial restrictions    F-169
  36.5   Other information    F-173
  37.   PERSONNEL FIGURES    F-179
  38.   SANCTIONS    F-180
  39.   ENVIRONMENT    F-180
  40.   FINANCIAL INFORMATION ON SUBSIDIARIES, SUMMARIZED    F-182
  41.   SUBSEQUENT EVENTS    F-183
APPENDIX 1         ENERSIS AMÉRICAS GROUP ENTITIES    F-191
APPENDIX 2         CHANGES IN THE SCOPE OF CONSOLIDATION    F-193
APPENDIX 3         ASSOCIATED COMPANIES AND JOINT VENTURES    F-194
APPENDIX 4         ADDITIONAL INFORMATION ON FINANCIAL DEBT    F-195
APPENDIX 5         DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY    F-202

APPENDIX 6          ADDITIONAL INFORMATION OFICIO CIRCULAR (OFFICIAL BULLETIN) No. 715 OF FEBRUARY 3, 2012

   F-204
APPENDIX 6.1      SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES    F-207
APPENDIX 6.2      ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY    F-210
APPENDIX 7         DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS    F-211

 

 

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

 

F-19


Table of Contents

ENERSIS AMÉRICAS S.A. (FORMER ENERSIS S.A.) AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2015 AND 2014

(In thousands of Chilean pesos)

 

 

1. THE GROUP’S ACTIVITIES AND FINANCIAL STATEMENTS.

Enersis Américas S.A. (former Enersis S.A.) (hereinafter “the Parent Company” or “the Company”) and its subsidiaries comprise the Enersis Américas Group (hereinafter “Enersis Américas Group” or “the Group”).

Enersis Américas S.A. is a publicly traded corporation with registered address and head office located at Avenida Santa Rosa, No. 76, in Santiago, Chile. The Company is registered in the securities register of the Superintendency of Securities and Insurance of Chile (Superintendencia de Valores y Seguros or SVS) under number 175. In addition, the Company is registered with the Securities and Exchange Commission of the United States of America (hereinafter U.S. SEC) and with Spain’s Comisión Nacional del Mercado de Valores. The Company’s shares have been listed on the New York Stock Exchange since 1993. On April 13, 2016, the Superintendency of Securities and Insurance has registered Enersis Chile and its shares in its Securities Registry, and has made the respective listings in the Santiago Stock Exchange, the Valparaíso Stock Exchange, the Chile Electronic Stock Exchange and the New York Stock Exchange of United States of America, all in accordance with the decision made at the Extraordinary Shareholders’ Meeting of Enersis Américas S.A. held on December 18, 2015. Therefore, the issued shares of Enersis Chile were distributed free of any payment to the entitled shareholders of Enersis Américas S.A. on April 21, 2016, and began to be traded on that date.

Enersis Américas S.A. is a subsidiary of Enel Iberoamérica S.R.L., a company controlled by Enel S.p.A. (hereinafter Enel).

The Company was initially created in 1981 under the corporate name of Compañía Chilena Metropolitana de Distribución Eléctrica S.A. Later on, the Company changed its by-laws and its name to Enersis S.A. effective August 1, 1988. On February 1, 2016, as part of the reorganization process carried out by the Group (See Notes 5.1 and 41), the Company by amending its by-laws, has changed its corporate name to Enersis Américas S.A.

For tax purposes, the Company operates under Chilean tax identification number 94,271,000-3.

As of December 31, 2015, the Group had 12,202 employees. During the 2015 fiscal year, the Group averaged a total of 12,348 employees. See Note 37 for additional information regarding employee distribution by category and geographic location.

Enersis Américas’s corporate purpose consists of exploring for, developing, operating, generating, distributing, transmitting, transforming, and/or selling energy of any kind or form, whether in Chile or abroad, either directly or through other companies. It is also engaged in telecommunications activities, and it provides engineering consultation services in Chile and abroad. The Company’s corporate purpose also includes investing in, and managing, its investments in subsidiaries and associates which generate, transmit, distribute, or sell electricity, or whose corporate purpose includes any of the following:

 

  (i) Energy of any kind or form,

 

  (ii) Supplying public services, or services whose main component is energy,

 

  (iii) Telecommunications and information technology services, and

 

  (iv) Internet-based intermediation business.

 

 

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

 

F-20


Table of Contents

Enersis Américas’s 2014 consolidated financial statements were approved by the Board of Directors at meeting held on April 29, 2015. The consolidated financial statements were then submitted to the consideration of a General Shareholders´ Meeting held on April 28, 2015, which finally approved the consolidated financial statements.

These consolidated financial statements are presented in thousands of Chilean pesos (unless otherwise stated), as the Chilean peso is the functional currency of the Company. Foreign operations are incorporated in accordance with the accounting policies stated in Notes 2.6 and 3.n.

 

2. BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS.

2.1 Accounting principles

The December 31, 2015 consolidated financial statements of Enersis Américas, approved by the Company’s Board of Directors at its meeting held on February 26, 2016, have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements present fairly the financial position of Enersis Américas and its subsidiaries as of December 31, 2015 and 2014, as well as the results of operations, the changes in equity, and the cash flows for the years ended December 31, 2015, 2014 and 2013.

These consolidated financial statements have been prepared under going concern assumptions on a historical cost basis except for, in accordance with IFRS, those assets and liabilities that are measured at fair value and those non-current assets and disposal groups held for sale, which are recognized at their carrying amount or fair value less cost of disposal, whichever is lower (see Note 3).

These consolidated financial statements have been prepared from accounting records maintained by the Company and its subsidiaries. Each entity prepares its financial statements according to the accounting principles and standards in force in each country, so the necessary adjustments and reclassifications have been made in the consolidation process in order to present the consolidated financial statements in accordance with IFRS.

2.2 New accounting pronouncements

a) Accounting pronouncements effective from January 1, 2015:

 

Standards, Interpretations and Amendments

   Mandatory
Application for:
 

Amendment to IAS 19: Employee Benefits

  
The purpose of this amendment is to simplify the accounting for contributions from employees or third parties that are not determined on the basis of an employee’s years of service, such as employee contributions calculated according to a fixed percentage of salary.     
 
 
Annual periods
beginning on or after
July 1, 2014.
  
  
  

Improvements to IFRS (Cycles 2010-2012 and 2011-2013)

  
These are a set of improvements that were necessary, but not urgent, and that amend the following standards: IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24, IAS 38 and IAS 40.     
 
 
Annual periods
beginning on or after
July 1, 2014.
  
  
  

The amendments and improvements to standards, which came into effect on January 1, 2015, had no effect on the consolidated financial statements of Enersis Américas and its subsidiaries.

 

 

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

 

F-21


Table of Contents

b) Accounting pronouncements in effect from January 1, 2016, and subsequent periods:

As of the date of issue of these consolidated financial statements, the following accounting pronouncements had been issued by the IASB, but their application was not yet mandatory:

 

Standards, Interpretations and Amendments

   Mandatory
Application for:
 
Amendment to IFRS 11: Joint Arrangements   
This amendment states that the accounting standards contained in IFRS 3 and other standards that are pertinent to business combinations accounting must be applied to the accounting for acquiring an interest in a joint operation in which the activities constitutes a business.     
 
 
Annual periods
beginning on or after
January 1, 2016.
  
  
  
Amendment to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization   
The amendment to IAS 16 explicitly forbids the use of revenue-based depreciation for property, plant and equipment. The amendment to IAS 38 introduces the rebuttable presumption that, for intangible assets, the revenue-based amortization method is inappropriate and establishes two limited exceptions.     
 
 
Annual periods
beginning on or after
January 1, 2016.
  
  
  
Improvements to IFRS (Cycles 2012-2014)   
These are a set of improvements that were necessary, but not urgent, and that amend the following standards IFRS 5, IFRS7, IAS19 and IAS 34.     
 
 
Annual periods
beginning on or after
January 1, 2016.
  
  
  
Amendment to IFRS 10 and IAS 28: Sale or Contribution of Assets   
The amendment corrects an inconsistency between IFRS 10 and IAS 28 relating to the accounting treatment of the sale or contributions of assets between an Investor and its Associate or Joint Venture.     
 
 
Annual periods
beginning on or after
January 1, 2016.
  
  
  
Amendment to IAS 27: Equity Method in Separate Financial Statements   
This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The objective of the amendment is to minimize the costs associated with complying with the IFRS, particularly for those entities applying IFRS for the first time, without reducing the information available to investors.     
 
 
Annual periods
beginning on or after
January 1, 2016.
  
  
  
Amendment to IAS 1: Disclosure Initiative   
The IASB has issued amendments to IAS 1 as part of its principal initiative to improve the presentation and disclosure of information in financial statements. These improvements are designed to assist companies in applying professional judgment to determine what type of information to disclose in their financial statements.     
 
 
Annual periods
beginning on or after
January 1, 2016.
  
  
  

 

 

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

 

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Standards, Interpretations and Amendments

   Mandatory
application for:
 
Amendment to IFRS 10, IFRS 12 and IAS 28: Investment Entities, Application of the Consolidation Exception   
The modifications, which have a restricted scope, introduce clarifications to the requirements for the accounting of investment entities. The modifications also provide relief in some circumstances, which will reduce the costs of applying the Standards.     
 
 
Annual periods
beginning on or after
January 1, 2016.
  
  
  
IFRS 9: Financial Instruments   

This is the final version of the standard issued in July 2014 and which completes the IASB project to replace IAS 39 “Financial Instruments: Recognition and Measurement.” This project was divided into 3 phases:

 

Phase 1 — Classification and measurement of financial assets and financial liabilities. This introduces a logical focus for the classification of financial assets driven by cash flow characteristics and the business model. This new model also results in a single impairment model being applied to all financial instruments.

 

Phase 2 — Impairment methodology. The objective is a more timely recognition of expected credit losses. The standard requires entities to account for expected credit losses from the time when financial instruments are first recognized in the financial statements.

 

Phase 3 — Hedge accounting. This establishes a new model aimed at reflecting better alignment between hedge accounting and risk management activity. Also included are enhancements to required disclosures.

 

This final version of IFRS 9 replaces the previous versions of the Standard.

    
 
 
Annual periods
beginning on or after
January 1, 2018.
  
  
  
IFRS 15: Revenue from Contracts with Customers   
This new standard applies to all contracts with customers except leases, financial instruments and insurance contracts. Its purpose is to make financial information more comparable, and it provides a new model for revenue recognition and more detailed requirements for contracts with multiple obligations. It also requires more itemized information. This standard will replace IAS 11 and IAS 18 as well as their interpretations (IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31).     
 
 
Annual periods
beginning on or after
January 1, 2018.
  
  
  
IFRS 16: Leases   
This new standard provides a definition of a lease contract and specifies the accounting treatment for the assets and liabilities originated under those contracts from both lessor and lessee perspective. Lessor accounting remains largely unchanged from its predecessor IAS 17, Leases. However, for lessee accounting, the new standard requires recognition of a right of use assets and a corresponding liability, similar to finance lease accounting under IAS 17, for most lease contracts.     
 
 
Annual periods
beginning on or after
January 1, 2019.
  
  
  

 

 

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

 

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The Group is assessing the impact of applying IFRS 9, IFRS 15 and IFRS 16 upon effective application. In Management’s opinion, the future application of the other standards and amendments is not expected to have a significant effect on the consolidated financial statements of Enersis Américas and its subsidiaries.

2.3 Responsibility for the information, judgments and estimates provided

The Company’s Board of Directors is responsible for the information contained in these consolidated financial statements and expressly states that all IFRS principles and standards have been fully implemented.

In preparing the consolidated financial statements, certain judgments and estimates made by the Company’s Management have been used to quantify some of the assets, liabilities, income, expenses and commitments recognized in these consolidated financial statements.

The most important areas were critical judgment was required are:

 

    In a service concession agreement, the decision as to whether a grantor controls or regulates which services the operator should provide, to whom and at what price. These are essential factors when applying IFRIC 12 (see Note 3.d.1).

 

    The identification of Cash Generating Units (CGU) for impairment testing (see Note 3.e).

 

    The hierarchy of inputs used to measure assets and liabilities at fair value (see Note 3.h)

The estimates refer basically to:

 

    The valuations performed to determine the existence of impairment losses among assets and goodwill (see Note 3.e).

 

    The assumptions used to calculate the actuarial liabilities and obligations to employees, such as discount rates, mortality tables, salary increases, etc. (see Notes 3.m.1 and 25).

 

    The useful life of property, plant and equipment, and intangible assets (see Notes 3.a and 3.d).

 

    The assumptions used to calculate the fair value of financial instruments (see Notes 3.g.5 and 22).

 

    Energy supplied to customers whose meter readings are pending.

 

    Certain assumptions inherent in the electricity system affecting transactions with other companies, such as production, customer billings, energy consumption, etc. that allow for estimating electricity system settlements that must occur on the corresponding final settlement dates, but that are pending as of the date of issuance of the consolidated financial statements and could affect the balances of assets, liabilities, income and expenses recognized in the financial statements (see Appendix 6.2).

 

    The probability that uncertain or contingent liabilities will be incurred and their related amounts (see Note 3.m).

 

    Future disbursements for the closure of facilities and restoration of land, as well as the discount rates to be used (see Note 3.a).

 

    The tax results of the various subsidiaries of the Group that will be reported to the respective tax authorities in the future, and that have served as the basis for recording different balances related to income taxes in these consolidated financial statements (see Note 3.p).

 

    The fair values of assets acquired and liabilities assumed, and any pre-existing interest in an entity acquired in a business combination.

Although these judgments and estimates have been based on the best information available on the issuance date of these consolidated financial statements, future events may occur that would require a change (increase or decrease) to these estimates in subsequent periods. This change would be made prospectively, recognizing the effects of such judgment or estimation change in the corresponding future consolidated financial statements.

 

 

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

 

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2.4 Subsidiaries

Subsidiaries are defined as those entities controlled either, directly or indirectly, by Enersis Américas. Control is exercised if, and only if, the following conditions are met: Enersis Américas has i) power over the subsidiary; ii) exposure or rights to variable returns from these entities; and iii) the ability to use its power to influence the amount of these returns.

Enersis Américas has power over its subsidiaries when it holds the majority of the substantive voting rights or, should that not be the case, when it has rights granting the practical ability to direct the entities’ relevant activities, that is, the activities that significantly affect the subsidiary’s results.

The Group will reassess whether or not it controls a subsidiary if the facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Appendix 1. “Enersis Américas Group Entities” to these consolidated financial statements describes the relationship of Enersis Américas with each of its subsidiaries.

2.4.1 Changes in the scope of consolidation

On January 9, 2015, our subsidiary Empresa Nacional de Electricidad S.A. (Endesa Chile S.A.), sold all the shares owned in Sociedad Concesionaria Túnel El Melón S.A. for ThCh$25,000,000.

The elimination of Sociedad Concesionaria Túnel El Melón S.A. from Enersis Américas Group’s scope of consolidation caused a decrease in the consolidated statement of financial position of ThCh$871,022 in current assets, ThCh$7,107,941 in non-current assets, ThCh$3,698,444 in current liabilities and ThCh$1,789,703 in non-current liabilities.

On December 30, 2014, Inmobiliaria Manso de Velasco Ltda, a subsidiary of Enersis Américas, completed the sale of all of its direct and indirect ownership interest in the companies Construcciones y Proyectos Los Maitenes S.A. and Aguas Santiago Poniente S.A. The selling price of these shares was ThCh$57,173,143, which was received in cash on the same date.

The elimination of Maitenes S.A. and Aguas Santiago Poniente S.A. from the Enersis Américas Group’s scope of consolidation caused a decrease in the consolidated statement of financial position of ThCh$54,845,853 in current assets, ThCh$12,822,077 in non-current assets, and ThCh$1,393,348 in current liabilities; there was no effect on non-current liabilities.

During the first half of 2014, the company Inversiones GasAtacama Holding Limitada entered the Enersis Américas Group’s scope of consolidation as a result of Endesa Chile S.A.’s acquisition of a 50% stake in that company on April 22, 2014 (see Note 6).

Pursuant to this operation, the following companies became subsidiaries of the Group: Inversiones GasAtacama Holding Limitada, GasAtacama S.A., GasAtacama Chile S.A., Gasoducto TalTal S.A., Progas S.A., Gasoducto Atacama Argentina S.A., Atacama Finance Co., GNL Norte S.A. and Energex Co.

The incorporation of GasAtacama Holding Limitada into the Enersis Américas Group’s scope of consolidation caused an increase in the consolidated statement of financial position of ThCh$198,924,289 in current assets, ThCh$221,471,415 in non-current assets, ThCh$69,989,919 in current liabilities, and ThCh$35,672,488 in non-current liabilities.

As of December 31, 2015, GasAtacama’s assets and liabilities have been reclassified as assets held for distribution to owners. Likewise, its results of operations for the years 2015, 2014 and 2013 have been classified as discontinued operations (See note 3.k and 5.1).

 

 

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

 

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2.4.2 Consolidated companies with an ownership interest of less than 50%

Although the Group holds, directly or indirectly, 48.48% equity interest in the companies Comercializadora de Energía S.A. (Codensa) and Empresa Generadora de Energía Eléctrica S.A. (Emgesa), they are considered as subsidiaries since Enersis Américas exercises control over the entities through contracts or agreements with shareholders, or as a consequence of their structure, composition and shareholder classes. The Group holds 57.15% and 56.43% of the voting shares of Codensa and Emgesa, respectively.

2.4.3 Unconsolidated companies with an ownership interest of more than 50%

Although the Enersis Américas Group holds more than a 50% equity interest in Centrales Hidroeléctricas de Aysén S.A. (Aysén), it is considered a “joint venture” since the Group, through contracts or agreements with shareholders, exercises joint control of the company.

As of December 31, 2015, Aysén’s assets and liabilities have been reclassified as assets held for distribution to owners. Likewise, its results of operations for the years 2015, 2014 and 2013 have been reclassified as discontinued operations (See note 3.k and 5.1).

2.5 Investments in associates and joint arrangements

Associates are those in which Enersis Américas, either directly or indirectly, exercises significant influence.

Significant influence is the power to participate in the financial and operational policy decisions of the associate but is not control or joint control over those policies. In general, significant influence is presumed to be those cases in which the Group has an ownership interest of more than 20% (see Note 3.i).

Joint arrangements are defined as those entities in which the Group exercises control under an agreement with other shareholders and jointly with them, in other words, when decisions on the entities’ relevant activities require the unanimous consent of the parties sharing control. Joint arrangements are classified as:

 

    Joint ventures: an agreement whereby the parties exercising joint control have rights to the entity’s net assets.

 

    Joint operation: an agreement whereby the parties exercising joint control have rights to the assets and obligations with respect to the liabilities relating to the arrangement. Currently, Enersis Américas does not have any joint arrangements that qualify as joint operations.

Appendix 3. “Associated Companies and Joint Ventures” to these consolidated financial statements describes the relationship of Enersis Américas with each of these companies.

2.6   Basis of consolidation and business combinations

The subsidiaries are consolidated and all their assets, liabilities, income, expenses, and cash flows are included in the consolidated financial statements once the adjustments and eliminations from intragroup transactions have been made.

The comprehensive income of subsidiaries is included in the consolidated comprehensive income statement from the date when the parent company obtains control of the subsidiary and until the date on which it loses control of the subsidiary.

The operations of the parent company and its subsidiaries have been consolidated under the following basic principles:

 

  1. At the date the parent obtains control, the subsidiary’s assets acquired and its liabilities assumed are recorded at fair value, except for certain assets and liabilities that are recorded using valuation

 

 

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

 

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principles established in other IFRS standards. If the fair value of the consideration transferred plus the fair value of any non-controlling interests exceeds the fair value of the net assets acquired, this difference is recorded as goodwill. In the case of a bargain purchase, the resulting gain is recognized in profit or loss for the period after reassessing whether all of the assets acquired and the liabilities assumed have been properly identified and following a review of the procedures used to measure the fair value of these amounts.

 

     For each business combination, the Group chooses whether to measure the non-controlling interests in an acquired company at fair value or at the proportional share of the net identifiable assets acquired.

 

     If the fair value of all assets acquired and liabilities assumed at the acquisition date has not been completed, the Group reports the provisional values recorded. During the measurement period, which shall not exceed one year from the acquisition date, the provisional values recognized will be adjusted retrospectively and additional assets or liabilities will be recognized to reflect new information obtained on events and circumstances that existed on the acquisition date, but which were unknown to the management at that time.

 

     For business combinations achieved in stages, the fair value of the equity interest previously held in the acquired company’s equity is measured on the date of acquisition and any gain or loss is recognized in the results for that fiscal year.

 

  2. Non-controlling interests in equity and in the comprehensive income of the consolidated subsidiaries are presented, respectively, under the line items “Total Equity: Non-controlling interests” in the consolidated statement of financial position and “Net Income attributable to non-controlling interests” and “Comprehensive income attributable to non-controlling interests” in the consolidated statement of comprehensive income.

 

  3. The financial statements of foreign companies with functional currencies other than the Chilean peso are translated as follows:

 

  a. For assets and liabilities, the prevailing exchange rate on the closing date of the financial statements is used.

 

  b. For items in the comprehensive income statement, the average exchange rate for the period is used (unless this average is not a reasonable approximation of the cumulative effect of the exchange rates in effect on the dates of the transactions, in which case the exchange rate in effect on the date of each transaction is used).

 

  c. Equity remains at the historical exchange rate from the date of acquisition or contribution, and retained earnings at the average exchange rate at the date of origination.

 

  d. Exchange differences arising in translation of financial statements are recognized in the item “Foreign currency translation gains (losses)” within the consolidated statement of comprehensive income: Other comprehensive income (see Note 26.2).

 

  4. Balances and transactions between consolidated companies were fully eliminated in the consolidation process.

 

  5. Changes in interests in subsidiaries that do not result in obtaining or losing control are recognized as equity transactions, and the carrying amount of the controlling and non-controlling interests is adjusted to reflect the change in relative interest in the subsidiary. Any difference that may exist, between the value for which a non-controlling interest is adjusted and the fair value of a compensation paid or received, is recognized directly in Equity attributable to the shareholders of Enersis Américas.

 

  6. Business combinations under common control are recorded using, as a reference, the ‘pooling of interest’ method. Under this method, the assets and liabilities involved in the transaction remain

 

 

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

 

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reflected at the same carrying amount at which they were recorded in the ultimate controlling company, although subsequent accounting adjustments may need to be made to align the accounting policies of the companies involved.

 

     Any difference between the assets and liabilities contributed to the consolidation and the compensation given is recorded directly in Net equity as a debit or credit to other reserves. The Group does not apply retrospective accounting records of business combinations under common control.

 

3. ACCOUNTING POLICIES APPLIED.

The main accounting policies used in preparing the accompanying consolidated financial statements were the following:

a) Property, plant and equipment

Property, plant and equipment are measured at acquisition cost, net of accumulated depreciation and any impairment losses they may have experienced. In addition to the price paid to acquire each item, the cost also includes, where applicable, the following concepts:

 

    Financing expenses accrued during the construction period that are directly attributable to the acquisition, construction, or production of qualified assets, which require a substantial period of time before being ready for use such as, for example, electricity generation or distribution facilities. The Group defines “substantial period” as one that exceeds twelve months. The interest rate used is that of the specific financing or, if none exists, the weighted average financing rate of the company carrying out the investment. (See Note 17.b.1)

 

    Employee expenses directly related to construction in progress. (See Note 17.b.2)

 

    Future disbursements that the Group will have to incur to close its facilities are added to the value of the asset at fair value, recognizing the corresponding provision for dismantling or restoration. The Group reviews its estimate of these future disbursements on an annual basis, increasing or decreasing the value of the asset based on the results of this estimate (see Note 24).

Items for construction work in progress are transferred to operating assets once the testing period has been completed and they are available for use, at which time depreciation begins.

Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or a longer useful life are capitalized as increasing the cost of the corresponding assets.

The replacement or overhaul of entire components that increase the asset’s useful life or economic capacity are recognized as an increase in the carrying amount of the respective assets, derecognizing the replaced or overhauled components.

Expenditures for periodic maintenance, conservation and repair are recognized directly as an expense for the period in which they are incurred.

The Company, based on the outcome of impairment testing performed as explained in Note 3.e), considers that the carrying amount of the assets does not exceed their recoverable value.

Property, plant and equipment, net of its residual value, is depreciated by distributing the cost of the different items that comprise it on a straight-line basis over its estimated useful life, which is the period where the companies expect to use the assets. Useful life estimates and residual values are reviewed on an annual basis and if appropriate adjusted prospectively.

 

 

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

 

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The following table sets forth the main categories of property, plant and equipment with their respective estimated useful lives for entities within continuing operations:

 

Categories of Property, plant and equipment

   Years of
estimated useful life
Buildings    10 - 80
Plant and equipment    3 - 75
IT equipment    3 - 25
Fixtures and fittings    5 - 15
Motor vehicles    5 - 20
Other    1 - 20

Additionally, the following table sets for more details on the useful lives of plant and equipment items:

 

Categories of Property, plant and equipment

   Years of
estimated useful life
 

Generating facilities:

  

Hydroelectric plants

  

Civil engineering works

     20 - 75   

Electromechanical equipment

     24 - 33   

Thermal power plants

     11 - 40   

Renewable energy power plants

     10 - 25   

Transmission lines

     21 - 39   

Distribution facilities:

  

High-voltage network

     35 - 40   

Low- and medium-voltage network

     30 - 50   

Measuring and remote control equipment

     10 - 35   

Primary substations

     15 - 40   

Land is not depreciated since it has an indefinite useful life.

Regarding the administrative concessions held by the Group’s electric companies, the following table lists the remaining periods until expiration of the concessions that do not have an indefinite term:

 

Concession holder and operator

   Country      Year
concession
started
     Concession
term
     Remaining
period to

expiration
 

Empresa Distribuidora Sur S.A. - Edesur (Distribution)

     Argentina         1992        95 years         72 years   

Hidroeléctrica El Chocón S.A. (Generation)

     Argentina        1993        30 years         8 years   

Transportadora de Energía S.A. (Transmission)

     Argentina        2002        85 years         72 years   

Compañía de Transmisión del Mercosur S.A. (Transmission)

     Argentina        2000        87 years         72 years   

Central Eléctrica Cachoeira Dourada S.A. (Generation)

     Brazil        1997        30 years         12 years   

Central Generadora Termoeléctrica Fortaleza S.A (Generation)

     Brazil        2001        30 years         16 years   

Compañía de Interconexión Energética S.A. (CIEN - Line 1)

     Brazil        2000        20 years         5 years   

Compañía de Interconexión Energética S.A (CIEN - Line 2)

     Brazil        2002        20 years         7 years   

To the extent that the Group recognizes the assets as Property, plant and equipment, they are amortized over their economic life or the concession term, whichever is shorter, when the economic benefit from the asset

 

 

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

 

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is limited to its use during the concession term. Any required investment, improvement or replacement made by the Group is considered in the impairment test to Property, plant, and equipment as a future contractual cash outflow that is necessary to obtain future cash inflow.

The Group’s management analyzed the specific contract terms of each of the aforementioned concessions, which vary by country, business activity and jurisdiction, and concluded that, with the exception of CIEN, there are no determining factors indicating that the grantor, which in every case is a government entity, controls the infrastructure and, at the same time, can continuously set the price to be charged for the services. These requirements are essential for applying IFRIC 12, an interpretation that establishes how to recognize and measure certain types of concessions (see Note 3.d.1 for concession agreements within the scope of IFRIC 12).

On April 19, 2011, the subsidiary CIEN successfully completed its change in business model. Under the new agreement, the Government continues to control the infrastructure, but CIEN receives fixed payments, which puts it on an equal footing with a public transmission concession (with regulated prices).

Under this business model, its concessions fall within the scope of IFRIC 12; however, the infrastructure has not been derecognized due to the fact that CIEN has not substantially transferred the significant risks and benefits to the Brazilian Government. Gains or losses that arise from the sale or disposal of items of Property, plant and equipment are recognized as other gains (losses) in the comprehensive income statement and are calculated by deducting the net carrying amount of the asset and any sales costs from the consideration received in the sale.

b) Investment property

Investment property includes primarily land and buildings held for the purpose of earning rental income and/or for capital appreciation.

Investment property is measured at acquisition cost less any accumulated depreciation and impairment losses that have been incurred. Investment property, excluding land, is depreciated on a straight-line basis over the useful lives of the related assets.

An investment property is derecognized upon disposal or when no future economic benefits are expected from its use or disposal.

Gains or losses on derecognition of the investment property is calculated as the difference between the net disposal proceeds and the carrying amount of the asset.

The breakdown of the fair value of investment property is detailed in Note 18.

c) Goodwill

Goodwill arising from business combinations, and reflected upon consolidation, represents the excess value of the consideration paid plus the amount of any non-controlling interests over the Group’s share of the net value of the assets acquired and liabilities assumed, measured at fair value at the acquisition date. If the accounting for a business combination is completed within the following year after the acquisition date, and so is the goodwill determination, the entity recognizes the corresponding adjustments to the provisional amounts as if the accounting for the business combination had been completed at the acquisition date. Thus, comparative information for prior periods presented in financial statements is revised as needed, including making any change in depreciation, amortisation or other income effects recognised in completing the initial accounting.

Goodwill arising from acquisition of companies with functional currencies other than the Chilean peso is measured in the functional currency of the acquired company and translated to Chilean pesos using the exchange rate effective as of the date of the statement of financial position.

 

 

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

 

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Goodwill is not amortized; instead, at the end of each reporting period or when there are indicators, the Company estimates whether any impairment has reduced its recoverable amount to an amount less than carrying amount and, if so, it is immediately adjusted for impairment (see Note 3.e).

d) Intangible assets other than goodwill

Intangible assets are initially recognized at their acquisition cost or production cost, and are subsequently measured at their cost, net of accumulated amortization and impairment losses they may have experienced.

Intangible assets are amortized on a straight line basis during their useful lives, starting from the date when they are ready for use, except for those with an indefinite useful life, which are not amortized. As of December 31, 2015 and 2014, there were no significant amounts in intangible assets with an indefinite useful life.

The criteria for recognizing these assets’ impairment losses and, if applicable, recovery of impairment losses recorded in previous fiscal years are explained in letter e) of this Note.

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss when the asset is derecognized.

d.1) Concessions

Public-to-private service concession agreements are recognized according to IFRIC 12, “Service Concession Agreements.” This accounting interpretation applies if:

 

  a) The grantor controls or regulates which services the operator should provide with the infrastructure, to whom it must provide them, and at what price; and

 

  b) The grantor controls — through ownership, beneficial entitlement, or otherwise — any significant residual interest in the infrastructure at the end of the term of the agreement.

If both of the above conditions are met simultaneously, the consideration received by the Group for the constructed infrastructure is recognized at its fair value, as either an intangible asset when the Group receives the right to charge users of the public service, as long as these charges are conditional on the degree to which the service is used; or as a financial asset when the Group has an unconditional contractual right to receive cash or another financial asset directly from the grantor or from a third party. The Group recognizes the contractual obligations assumed for maintenance of the infrastructure during its use, or for its return to the grantor at the end of the concession agreement within the conditions specified in the agreement, as long as it does not involve an activity that generates income, in accordance with the Group’s provision accounting policy (see Note 3.m).

Finance expenses attributable to the concession agreements are capitalized based on criteria established in Note 3 a) above, provided that the Group has a contractual right to receive an intangible asset. No finance expenses were capitalized during the years ended December 31, 2015, 2014 and 2013.

The Enersis Américas subsidiaries that have recognized an intangible asset from their service concession agreements are the following:

 

Concession holder and operator

  Country     Year
concession
started
    Concession
term
    Period remaining
to expiration
 

Ampla Energía e Serviços S.A. (*) (Distribution)

    Brazil       1996       30 years       11 years   

Companhia Energética do Ceará S.A. (*) (Distribution)

    Brazil       1997       30 years       12 years   

 

 

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

 

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  (*) Considering that part of the rights acquired by our subsidiaries are unconditional, an available-for-sale financial asset has been recognized (see Notes 3.g.1 and 9). At the end of each concession period it can be renewed at the discretion of the granting authority, otherwise all assets and facilities will be returned to the Government or its designee, upon reimbursement for investments made and not yet amortized.

d.2) Research and development expenses

The Group recognizes in the statement of financial position the costs incurred in a project’s development phase as intangible assets as long as the project’s technical feasibility and economic returns are reasonably assured.

d.3) Other intangible assets

These intangible assets correspond primarily to computer software, water rights, and easements. They are initially recognized at acquisition or production cost and are subsequently measured at cost less accumulated amortization and impairment losses, if any.

Computer software programs are amortized, on average, over five years. Certain easements and water rights have indefinite useful lives and are therefore not amortized, while others have useful lives ranging from 40 to 60 years, depending on their characteristics, and they are amortized over that term.

e) Impairment of non-financial assets

During the year, and principally at the end of each reporting period, the Company evaluates whether there is any indication that an asset has been impaired. If any such indication exists, the company estimates the recoverable amount of that asset to determine the amount of the impairment loss. In the case of identifiable assets that do not generate cash flows independently, the Company estimates the recoverable amount of the Cash Generating Unit (CGU) to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of CGUs to which goodwill or intangible assets with an indefinite useful life have been allocated, a recoverability analysis is performed routinely at each year end.

Recoverable amount is the higher of fair value less the cost of disposal and value in use, which is defined as the present value of the estimated future cash flows. In order to calculate the recoverable amount of Property, plant, and equipment, as well as of goodwill, and intangible assets, the Group uses value in use criteria in practically all cases.

In determining the recoverable amount of Edesur’s CGU, a scenario probability-weighted model is used that takes into account reasonably possible changes in key assumptions:

- Base case “Industrial Plan”, which incorporates management’s assessment of expected cash flows. The recoverable amount calculated in accordance with Base case exceeded by 54% the carrying value of Edesur’s CGU as of December, 2015. This scenario was weighted using a 50% likelihood of occurrence.

- “Sensitive” case, which incorporates the same assumptions of the Base case, but considers a decrease in the tariff adjustments for the next tariff period to be carried out in year 2021, resulting in a 16% below the carrying value of Edesur’s CGU as of December 2015. This scenario was weighted using a 30% probability.

- “Business continuity” case, which implies no recoverable amount, was weighted using a 20% probability.

 

 

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

 

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Reasonably possible major changes in key assumptions are already incorporated in the impairment test model that applies probability weighted stress-testing scenarios to determine the recoverable amount of Edesur’s CGU.

The Group’s management believes that any reasonably possible change in the other key assumptions on which recoverable amount is based would not cause Edesur’s CGU carrying amount to exceed its recoverable amount.

To estimate the value in use of the other CGUs, the Group prepares future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of CGUs’ revenue and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates which, in no case, are increasing rates nor exceed the average long-term growth rates for the particular sector and country in which the Company operates. As of December 31, 2105 and 2014, projections were extrapolated from the following rates:

 

Country

   Currency    Growth rates (g)  
      12-31-2015      12-31-2014  

Chile

   Chilean peso      4.5% - 5.1%        2.2% - 5.0%  

Argentina

   Argentine peso      11.1%        6.9% - 7.7%  

Brazil

   Real      4.1% - 5.6%        5.0% - 5.9%  

Peru

   Peruvian nuevo sol      3.1% - 4.8%        3.4% - 4.4%  

Colombia

   Colombian peso      3.5% - 5.2%        4.3% - 5.3%  

These flows are discounted to calculate their present value at a pre-tax rate that covers the cost of capital for the business activity and the geographic area in which it is being carried out. The time value of money and the risk premiums generally used among analysts for the business activity and the geographic zone are taken into account to calculate the pre-tax rate.

The following are the pre-tax discount rates applied in 2015 and 2014 expressed in nominal terms:

 

Country

   Currency    December 2015     December 2014  
      Minimum     Maximum     Minimum     Maximum  

Chile

   Chilean peso      8.1     12.7     7.9     13.0

Argentina

   Argentine peso      32.7     39.4     23.3     38.9

Brazil

   Real      11.1     21.1     9.7     22.7

Peru

   Peruvian nuevo sol      7.3     13.5     7.3     14.3

Colombia

   Colombian peso      8.5     15.1     8.0     13.3

If the recoverable amount of the CGU is less than the net carrying amount of the asset, the corresponding impairment loss is recognized for the difference, and charged to “Reversal of impairment loss (impairment loss) recognized in profit or loss” in the consolidated statement of comprehensive income. The impairment is first allocated to the CGU’s goodwill carrying amount, if any, and then to the other assets comprising it, prorated on the basis of the carrying amount of each one, limited to its fair value less costs of disposal, or its value in use; a negative amount may not be obtained.

Impairment losses recognized for an asset in prior periods are reversed when there are indications that the impairment loss no longer exists or may have decreased, thus increasing the asset’s carrying amount with a credit to earnings, limited to the asset’s carrying amount if no impairment had occurred. In the case of goodwill, impairment losses are not reversed.

 

 

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

 

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f) Leases

In order to determine whether an arrangement is, or contains, a lease, Enersis Américas assesses the economic substance of the agreement, to assess whether fulfillment of the arrangement depends on the use of a specific asset and whether the agreement conveys the right to the use of the asset. If both conditions are met, at the inception of the arrangement the Company separates the payments and other considerations relating to the lease, at their fair values, from those corresponding to the other components of the arrangement.

Leases that substantially transfer all of the risks and rewards of ownership to the Company are classified as finance leases. All other leases are classified as operating leases.

Finance leases in which the Group acts as a lessee are recognized at the inception of the arrangement. At that time, the Group records an asset based on the nature of the lease and a liability for the same amount, equal to the fair value of the leased asset or the present value of the minimum lease payments, if the latter is lower. Subsequently, the minimum lease payments are apportioned between finance expenses and reduction of the lease obligation. Finance expenses are recognized in the income statement and allocated over the lease term, so as to obtain a constant interest rate for each period over the remaining balance of the liability. Leased assets are depreciated on the same terms as other similar depreciable assets, as long as there is reasonable certainty that the lessee will acquire ownership of the asset at the end of the lease. If no such certainty exists, the leased asset is depreciated over the shorter term of the useful lives of the asset and the lease term.

In the case of operating leases, payments are recognized as an expense in the case of the lessee and as income in the case of the lessor, both on a straight-line basis, over the term of the lease unless another type of systematic basis of distribution is deemed more representative.

g) Financial instruments

Financial instruments are contracts that give rise to both a financial asset in one entity and a financial liability or equity instrument in another entity.

g.1) Financial assets other than derivatives

The Group classifies its financial assets other than derivatives, whether permanent or temporary, except for investments accounted for using the equity method (see Note 14) and those held for sale, into four categories:

 

    Loans and account receivables: Trade and other receivables and accounts receivable from related parties are recognized at amortized cost, which is the initial fair value less principal repayments made, plus accrued and uncollected interest, calculated using the effective interest method.

The effective interest method is used to calculate the amortized cost of a financial asset or liability (or group of financial assets or financial liabilities) and of allocating finance income or cost over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows to be received or paid through the expected life of the financial instrument (or, when appropriate, over a shorter period) to the net carrying amount of the financial asset or financial liability.

 

    Held-to-maturity investments: Investments that the Group intends to hold and is capable of holding until their maturity are accounted for at amortized cost as defined in the preceding paragraph.

 

    Financial assets at fair value through profit or loss: This includes the trading portfolio and those financial assets that have been designated as such upon initial recognition and that are managed and evaluated on a fair value basis. They are measured in the consolidated statement of financial position at fair value, with changes in value recognized directly in profit or loss when they occur.

 

 

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

 

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    Available-for-sale financial assets: These are financial assets specifically designated as available-for-sale or that do not fit within any of the three preceding categories. They are mainly all financial investments in equity instruments and financial assets in accordance with IFRIC 12 “Service Concession Arrangements” (see Note 9).

These investments are recognized in the consolidated statement of financial position at fair value when it can be reliably determined. For equity interests in unlisted companies or companies with lower levels of liquidity, normally the fair value cannot be reliably determined. When this occurs, those equity interests are measured at acquisition cost or a lesser amount if evidence of impairment exists.

Changes in fair value, net of taxes, are recognized in the consolidated statement of comprehensive income: Other comprehensive income, until the investments are disposed of, at which date the amount accumulated in this account for that investment is reclassified to profit or loss.

If the fair value is lower than the acquisition cost, and if there is objective evidence that the asset has been more than temporarily impaired, the difference is recognized directly in profit or loss.

Purchases and sales of financial assets are accounted for using their trade date.

g.2) Cash and cash equivalents

This item within the consolidated statement of financial position includes cash and bank balances, time deposits, and other highly liquid investments (with a maturity of 90 days or less from its acquisition date) that are readily convertible to cash and are subject to insignificant risk of changes in value.

g.3) Impairment of financial assets

The following criteria are used to determine if a financial asset has been impaired:

 

    For trade receivables in the electricity generation, transmission and distribution segments, the Company’s policy is to recognized impairment losses when there is objective evidence that the balance will not be recoverable. In general terms, the Group’s entities has a defined policy to recognize an allowance for impairment losses based on aging of past-due balances, except in those cases where a specific collective basis analysis is recommended, such as in the case of receivables from government-owned companies (see Note 10).

 

    In the case of receivables of a financial nature, that are included in the “Loan and receivables” and “Investment held-to-maturity”, impairment is determined on case-by-case basis and is measured as the difference between the carrying amount and the present value of the future estimated cash flows discounted at the original effective interest rate (see Notes 9 and 22).

 

    For financial investments available-for-sale, the criteria for impairment applied are described in Note 3.g.1

g.4) Financial liabilities other than derivatives

Financial liabilities are recognized based on cash received, net of any costs incurred in the transaction. In subsequent periods, these obligations are measured at their amortized cost, using the effective interest method (see Note 3.g.1).

In the particular case that a liability is the hedged item in a fair value hedge, as an exception, such liability will be measured at its fair value for the portion of the hedged risk.

 

 

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

 

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In order to calculate the fair value of debt, both when it is recorded in the statement of financial position and for fair value disclosure purposes as shown in Note 22, debt has been divided into fixed interest rate debt (hereinafter “fixed-rate debt”) and variable interest rate debt (hereinafter “floating-rate debt”). Fixed-rate debt is that on which fixed-interest coupons established at the beginning of the transaction are paid explicitly or implicitly over its term. Floating-rate debt is that issued at a variable interest rate, i.e., each coupon is established at the beginning of each period based on the reference interest rate. All debt has been measured by discounting expected future cash flows with a market interest rate curve based on the payment currency.

g.5) Derivatives financial instruments and hedge accounting

Derivatives held by the Group are primarily transactions entered into to hedge interest and/or exchange rate risk, intended to eliminate or significantly reduce these risks in the underlying transactions being hedged.

Derivatives are recognized at fair value as of the date of the statement of financial position as follows: if their fair value is positive, they are recognized within “Other financial assets”; and if their fair value is negative, they are recognized within “Other financial liabilities.” For derivatives on commodities, the positive value is recorded in “Trade and other receivables,” and negative fair values are recognized in “Trade and other liabilities.”

Changes in fair value are recognized directly in profit or loss except when the derivative has been designated for accounting purposes as a hedging instrument and all of the conditions established under IFRS for applying hedge accounting are met, including that the hedge be highly effective. In this case, changes are recognized as follows:

 

    Fair value hedges: The underlying portion for which the risk is being hedged is measured at its fair value and the hedging instrument are measured at fair value, and any changes in the value of both items are recognized in the comprehensive income statement by offsetting the effects within the same comprehensive income statement account.

 

    Cash flow hedges: Changes in the fair value of the effective portion of derivatives are recorded in an equity reserve known as “Reserve for cash flow hedges.” The cumulative loss or gain in this reserve is reclassified to the comprehensive income statement to the extent that the underlying item impacts the comprehensive income statement offsetting the effect in the same comprehensive income statement account. Gains or losses from the ineffective portion of the hedge relationship are recognized directly in the comprehensive income statement.

A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%.

The Company does not apply hedge accounting to its investments abroad.

As a general rule, long-term commodity purchase or sale agreements are recognized in the consolidated statement of financial position at their fair value at the end of each reporting period, recognizing any differences in value directly in profit or loss, except for, when all of the following conditions are met:

 

    The sole purpose of the agreement is for the Group’s own use, which is understood, in the case of fuel purchase agreements its used to generate electricity; in the case of electrical energy purchased for sale, its sale to the end-customer; and in the case of electricity sales its sales to the end-customer.

 

    The Group’s future projections evidence the existence of these agreements for its own use.

 

    Past experience with agreements evidence that they have been utilized for the Group’s own use, except in certain isolated cases for exceptional reasons or reasons associated with logistical issues have been used beyond the control and projection of the Group.

 

 

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

 

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    The agreement does not stipulate settlement by differences and the parties have not made it a practice to settle similar contracts by differences in the past.

The long-term commodity purchase or sale agreements maintained by the Group, which are mainly for electricity, fuel, and other supplies, meet the conditions described above. Thus, the purpose of fuel purchase agreements is to use them to generate electricity, the electricity purchase contracts are used to sell to end-customers, and the electricity sale contracts are used to sell the Company’s own products.

The Company also evaluates the existence of derivatives embedded in contracts or financial instruments to determine if their characteristics and risk are closely related to the principal contract, provided that when taken as a whole they are not being accounted for at fair value. If they are not closely related, they are recorded separately and changes in value are accounted for directly in the comprehensive income statement.

g.6) Derecognition of financial assets and liabilities

Financial assets are derecognized when:

 

    The contractual rights to receive cash flows from the financial asset expire or have been transferred or, if the contractual rights are retained, the Group has assumed a contractual obligation to pay these cash flows to one or more recipients.

 

    The Group has substantially transferred all the risks and rewards of ownership of the financial asset, or, if it has neither transferred nor retained substantially all the risks and rewards, when it does not retain control of the asset.

Transactions in which the Group retains substantially all the inherent risks and rewards of ownership of the transferred asset, it continues recognizing the transferred asset in its entirety and recognizes a financial liability for the consideration received. Transactions costs are recognized in profit and loss by using the effective interest method (see Note 3.g.1).

Financial liabilities are derecognized when they are extinguished, that is, when the obligation arising from the liability has been paid or cancelled, or has expired.

g.7) Offsetting financial assets and liabilities.

The Group offsets financial assets and liabilities and the net amount is presented in the statement of financial position when and only when:

 

    There is a legally enforceable right to set off the recognized amounts; and

 

    There is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.

g.8) Financial guarantee contracts

Financial guarantee contracts, such as guarantees given by the Group to third parties, are initially recognized at fair value, adjusting the transaction costs that are directly attributable to the issuance of the guarantee.

Subsequently to initial recognition, financial guarantee contracts are measured at the higher of:

 

    the amount determined under accounting policy describe in Note 3.m; and

 

    the amount initially recognized less, if appropriate, any accumulated amortization.

 

 

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

 

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h) Measurement of fair value

The fair value of an asset or liability is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market, namely, the market with the greatest volume and level of activity for that asset or liability. In the absence of a principal market, it is assumed that the transaction is carried out in the most advantageous market available to the entity, namely, the market that maximizes the amount that would be received on selling the asset or minimizes the amount that would be paid to transfer the liability.

In estimating fair value, the Group uses valuation techniques that are appropriate for the circumstances and for which there are sufficient data to conduct the measurement. The Group maximizes the use of relevant observable data and minimizes the use of unobservable data.

Considering the hierarchy of the data used in these valuation techniques, the assets and liabilities measured at fair value can be classified into the following levels:

 

  Level 1: Quoted price (unadjusted) in active markets for identical assets or liabilities;

 

  Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The methods and assumptions used to determine the fair values at Level 2 by type of financial asset or financial liability take into consideration estimated future cash flows discounted at zero coupon interest rate curves for each currency. All the valuations described are carried out using external tools such as “Bloomberg”.

 

  Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

The Group takes into account the characteristics of the asset or liability when measuring fair value, in particular:

 

    For non-financial assets, fair value measurement takes into account the ability of a market participant to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use;

 

    For liabilities and equity instruments, the fair value measurement assumes that the liability would not be settled and an equity instrument would not be cancelled, or otherwise extinguished on the measurement date. The fair value of the liability reflects the effect of non-performance risk, namely, the risk that an entity will not fulfill the obligation, which includes but is not limited to, the Company’s own credit risk;

 

    For derivatives non-quoted in an organized market, the Group uses the discounted cash flow method and generally accepted options valuation models, based on current and future market conditions as of year-end. It also adjusts the value according to its own credit risk (Debt Valuation Adjustment, DVA), and the counterparty risk (Credit Valuation Adjustment, CVA). These CVA and DVA adjustments are measured on the basis of the potential future exposure of the instrument (creditor or borrower position) and the risk profile of both the counterparties and the Group itself.

 

    In the case of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risks, it is permitted to measure the fair value on a net basis. However, this must be consistent with the manner in which market participants would price the net risk exposure at the measurement date.

Assets and liabilities measured at fair value are shown in Note 22.3.

 

 

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

 

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i) Investments accounted for using the equity method

The Group’s interests in joint ventures and associates are recognized using the equity method.

Under the equity method, an investment in an associate or joint venture is initially recognized at cost. As of the acquisition date, the investment is recognized in the statement of financial position based on the share of its equity that the Group’s interest represents in its capital, adjusted for, if appropriate, the effect of transactions with Group’s entities, plus any goodwill generated in acquiring the entity. If the resulting amount is negative, zero is recorded for that investment in the statement of financial position, unless the Group has a present obligation (either legal or constructive) to support the investee’s negative equity situation, in which case a provision is recognized.

Goodwill from associates or joint ventures is included in the carrying amount of the investment. It is not amortized but is subject to impairment testing as part of the overall investment carrying amount when impairment indicators exist.

Dividends received from these investments are deducted from the carrying amount of the investment, and any profit or loss obtained from them to which the Group is entitled based on its ownership interest is recognized under “Share of profit (loss) of associates accounted for using equity method.”

Appendix 3: “Associated Companies and Joint Ventures” to these consolidated financial statements, provides information about the relationship of Enersis Américas with each of these entities.

j) Inventories

Inventories are measured at their weighted average acquisition price or the net realizable value, whichever is lower.

k) Non-current assets (or disposal groups) classified as held for sale or as held for distribution to owners and discontinued operations

The Group classifies as non-current assets (or disposal groups) held for sale or held for distribution to owners, the property, plant and equipment; intangible assets; investments accounted for using the equity method, joint ventures, and disposal groups (a group of assets to be disposed of and the liabilities directly associated with those assets), if, as of the date of the consolidated financial statements, the Group has taken active measures for their sale, or their distribution to owners, and estimates that such a sale is highly probable.

Non-current assets held-for-sale or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Depreciation and amortization on these assets cease when they meet the criteria to be classified as non-current assets held for sale.

Non-current assets or disposal groups classified as held for distribution to owners are measured at the lower of their carrying amount and their fair value less costs to distribute.

Assets that are no longer classified as held for sale, or are no longer part of a disposal group, are measured at the lower of their carrying amounts before being classified as held for sale less any depreciations, amortizations or revaluations that would have been recognized if they had not been classified as held for sale and their recoverable amount at the date of subsequent decision where would be reclassified as non-current assets.

Non-current assets held for sale and the components of the disposal groups classified as held for sale or held for distribution to owners are presented in the consolidated statement of financial position as a single line item within assets called “Non-current assets or disposal groups held for sale or for distribution to owners,” and the respective liabilities are presented as a single line item within liabilities called “Liabilities included in disposal groups held for sale or for distribution to owners.”

 

 

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

 

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The Group classifies as discontinued operations those components of the Group that either have been disposed of, or are classified as held for sale, and (i) represents a separate major lines of business or geographical area of operations; (ii) is a part of a single coordinated plan to dispose a separate major line of business or geographical area of operations; or (iii) is a subsidiary acquired exclusively with a view to resale.

The components of profit or loss after taxes from discontinued operations are presented as a single line item in the consolidated comprehensive income statement as “Income after tax from discontinued operations”, including incremental taxes related to the spin-off transaction, once it becomes effective.

l) Treasury shares

Treasury shares are deducted from equity in the consolidated statement of financial position and measured at acquisition cost.

Gains and losses from the disposal of treasury shares are recognized directly in “Equity — Retained earnings”, without affecting profit or loss for the period. As of December 31, 2015 and 2014, there are no treasury shares, and no transactions with treasury shares were carried out during the years 2015 and 2014.

m) Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of 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 consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The unwinding of the discount is recognized as finance cost. Incremental legal cost expected to be incurred in resolving a legal claim is included in measuring of the provision.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

A contingent liability does not result in the recognition of a provision. Legal costs expected to be incurred in defending a legal claim are expensed as they are incurred. Significant contingent liabilities are disclosed unless the likelihood of an outflow of resources embodying economic benefits is remote.

m.1) Provisions for post-employment benefits and similar obligations

Some of the Group’s subsidiaries have pension and similar obligations to their employees. Such obligations, which combine defined benefits and defined contributions, are basically formalized through pension plans, except for certain non-monetary benefits, mainly electricity supply commitments, which, due to their nature, have not been externalized and are covered by the related in-house provisions.

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Past service costs relating to changes in benefits are recognized immediately.

The defined benefit plan obligations in the statement of financial position represent the present value of the accrued obligations, adjusted, once the fair value of the different plans’ assets has been deducted, if applicable.

 

 

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

 

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For each of the defined benefit plans, any deficit between the actuarial liability for past services and the plan assets is recognized under line item “Provisions for employee benefits” within current and non-current liabilities in the consolidated statement of financial position, and any surplus is recognized under line item “Other financial assets” within non-current assets in the consolidated statement of financial position, provided that any surplus is recoverable by the Group, usually through a reduction in future contributions and taking into consideration the limit established in IFRIC 14, IAS 19 The limit on a defined benefit asset, minimum funding requirements, and their interaction.

Actuarial gains and losses arising in the measurement of both the plan liabilities and the plan assets, including the limit in IFRIC 14, are recognized directly as a component of other comprehensive income.

Contributions to defined contribution benefit plans are recognized as an expense when the employees have rendered their services.

n) Translation of balances in foreign currency

Transactions carried out by each company in a currency other than its functional currency are recognized using the exchange rates prevailing as of the date of each transaction. During the year, any differences that arise between the prevailing exchange at the date of the transaction and the exchange rate as of the date of collection or payment are recognized as “Foreign currency exchange differences” in the comprehensive income statement.

Likewise, at the end of each reporting period, receivable or payable balance denominated in a currency other than each company’s functional currency are translated using the closing exchange rate. Any differences are recognized as “Foreign currency exchange differences” in the comprehensive income statement.

The Group has established a policy to hedge the portion of revenue from its subsidiaries that is directly linked to variations in the U.S. dollar, through obtaining financing in such currency. Exchange differences related to this debt, as they are cash flow hedge transactions, are recognized, net of taxes, as a component of other comprehensive income in item “Gains (losses) from cash flow hedge” and reclassified to profit or loss when the hedged cash flows impact profit or loss. This term has been estimated at ten years.

o) Current/non-current classification

In these consolidated statements of financial position, assets and liabilities expected to be recovered or settled within twelve months are presented as current items, except for post-employment and other similar obligations; and those assets and liabilities expected to be recovered or settled in more than twelve months are presented as non-current items. Deferred income tax assets and liabilities are classified as non-current.

When the Company have any obligations that mature in less than twelve months but can be refinanced over the long term at the Company’s discretion, through unconditionally available credit agreements with long-term maturities, such obligations are classified as long-term liabilities.

p) Income taxes

Income tax expense for the year is determined as the sum of current taxes from each of the Group’s subsidiaries and results from applying the tax rate to the taxable income for the year, after permitted deductions have been made, plus any changes in deferred tax assets and liabilities and tax credits, both for tax losses and deductions. Differences between the carrying amount and tax basis of assets and liabilities originate deferred tax asset and liability balances, which are calculated using the tax rates expected to apply when the assets and liabilities are realized or settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

 

 

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

 

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Deferred tax assets are recognized for all deductible temporary differences, tax losses and unused tax credits to the extent that it is probable that sufficient future taxable profits exist to recover the deductible temporary differences and make use of tax credits. Such deferred tax asset is not recognized if the deductible temporary difference arises from the initial recognition of an asset or liability that:

 

    Did not arise from a business combination, and

 

    At initial recognition affected neither accounting profit nor taxable profit (loss).

In respect of deductible temporary differences associated with investments in subsidiaries, associates and joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilized.

Deferred tax liabilities are recognized for all temporary differences, except those derived from the initial recognition of goodwill and those that arose from measuring investments in subsidiaries, associates and joint ventures in which the Group can control their reversal and where it is probable that they will not be reversed in the foreseeable future.

Current tax and changes in deferred tax assets or liabilities are recorded in profit or loss or in equity within the statement of financial position, depending on where the gains or losses that triggered these tax entries have been recognized.

Any tax deductions that can be applied to current tax liabilities are credited to earnings within the line item “Income tax expenses”, except when doubts exist about their tax realization, in which case they are not recognized until they are effectively realized, or when they correspond to specific tax incentives, in which case they are recorded as government grants.

At the end of each reporting period, the Company reviews the deferred taxes assets and liabilities recognized, and makes any necessary corrections based on the results of this analysis.

Deferred tax assets and deferred tax liabilities are offset in the statement of financial position if it has a legally enforceable right to set off current tax assets against current tax liabilities, and only when the deferred taxes relate to income taxes levied by the same taxation authority.

q) Revenues and expense recognition

Revenue is recognized when the gross inflow of economic benefits arising in the course of the Group’s ordinary activities in the year occurs, provided that this inflow of economic benefits results in an increase in total equity other than increases relating to contributions from equity participants and such benefits can be measured reliably.

Revenues and expenses are recognized on an accrual basis and depending on the type of transaction; the following criteria for recognition are taken:

 

    Generation and transmission of electricity: Revenue is recognized based on physical delivery of energy and power, at prices established in the respective contracts, at prices stipulated in the electricity market by applicable regulations or at marginal cost determined on the spot market, as the case. This revenue includes an estimate of the service provided and not billed until the closing date (see Note 2.3).

 

    Distribution of electricity: Revenue is recognized based on the amount of energy supplied to customers during the year, at prices established in the respective contracts or at prices stipulated in the electricity market by applicable regulations, as appropriate. This revenue includes an estimate of the energy supplied but not yet billed and for which customers’ meters have not been read yet (see Note 2.3).

 

 

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

 

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Revenue from rendering of services is only recognized when it can be estimated reliably, by reference to the stage of completion of the service rendered at the date of the statement of financial position. When the outcome of a transaction involving the rendering of services cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable.

Revenue from sales of goods is recognized based on the economic substance of the transaction and are recognized when all and each of the following conditions are met:

 

    the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

    the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

    the amount of revenue can be measured reliably;

 

    it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

    the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable that gives rise to the revenue.

In arrangements under which the Group will perform multiple revenue-generating activities (multiple-element arrangement), the recognition criteria are applied to the separately identifiable components of the transaction in order to reflect the substance of the transaction or to two or more transactions together when they are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole. The Group excludes from revenue those gross inflows of economic benefits it receives when it acts as an agent or commission agent on behalf of third parties, and only recognizes as revenue economic benefits received for its own activity.

When goods or services are exchanged or swapped for goods or services of a similar nature and value, the exchange is not regarded as a revenue-generating transaction.

The Group recognizes the net amount of non-financial asset purchase or sale contracts that are settled for a net amount of cash or through some other financial instruments. Contracts entered into and maintained for the purpose of receiving or delivering these non-financial assets are recognized on the basis of the contractual terms of the purchase, sale, or usage requirements expected by the entity.

Financial income (expense) is recognized using the effective interest rate applicable to the outstanding principal over the repayment period.

Expenses are recognized on an accruals basis, immediately in the event of expenditures that do not generate future economic benefits or when not meet the requirements for recording them as assets.

r) Earnings per share

Basic earnings per share are calculated by dividing net income attributable to shareholders of the Parent Company (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the year, excluding the average number of shares of the Parent Company held by other subsidiaries within the Group, if any.

Basic earnings per share for continuing and discontinued operations are calculated by dividing net income from continuing and discontinued operations attributable to shareholders of the Parent Company (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the year, excluding the average number of shares of the Parent Company held by other subsidiaries within the Group, if any.

 

 

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

 

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During the years 2015, 2014 and 2013, the Group did not engage in any transaction of any kind with potential dilutive effects leading to diluted earnings per share that could differ from basic earnings per share.

s) Dividends

Article 79 of the Chilean Companies Act establishes that, unless unanimously agreed otherwise by the shareholders of all issued shares, listed corporations must distribute a cash dividend to shareholders on an annual basis, pro rata to the shares owned or the proportion established in the company’s by-laws if there are preferred shares, of at least 30% of net income for each period, except when accumulated losses from prior years must be absorbed.

As it is practically impossible to achieve a unanimous agreement given Enersis Américas’ highly fragmented share capital, at the end of each reporting period the amount of the minimum statutory dividend obligation to its shareholders is determined, net of interim dividends approved during the fiscal year, and then accounted for in “Trade and other current payables” and “Accounts payable to related companies”, as appropriate, and recognized in equity.

Interim and final dividends are deducted from equity as soon as they are approved by the competent body, which in the first case is normally the Company’s Board of Directors and in the second case is the Ordinary Shareholders’ Meeting.

t) Share issuance costs

Share issuance costs, only when they represent incremental expenses directly attributable to the transaction, are recognized directly in net equity as a deduction from “Share premiums,” net of any applicable taxes. If the share premium account has a zero balance or if the costs described exceed the balance, they are recognized in “Other reserves.”

u) Cash flow statement

The cash flow statement reflects changes in cash and cash equivalents that took place during the year, determined with the direct method. It uses the following expressions and corresponding meanings:

 

    Cash flows: inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes in value.

 

    Operating activities: the principal revenue-producing activities of the Group and other activities that cannot be considered investing or financing activities.

 

    Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.

 

    Financing activities: activities that result in changes in the size and composition of the total equity and borrowings of the Group.

 

4. SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS.

4.1 Continuing operations:

a) Regulatory framework

Argentina

Argentina has shown signs of intervention in the electricity market since the crisis of 2002. Under the previous regulations, generators sold to distributors at prices obtained from centralized calculations of the

 

 

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

 

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average spot market price. The distributers’ purchase price was the average price forecast for the next six months, called the Seasonal Price (Precio Estacional). Any differences between the Seasonal Price (the purchase price) and the actual spot price (the selling price) was charged to the Seasonal Fund (Fondo Estacional) managed by the Electricity Wholesale Market Administration Company (CAMMESA - Compañía Administradora del Mercado Mayorista Eléctrico).

However, after the 2002 crisis, the authorities changed the price-setting criteria, bringing the marginal pricing system to an end. First, marginal prices were calculated without taking into consideration the natural gas shortages. In effect, despite the fact that generation is dispatched on the basis of the fuels actually used, Resolution SE 240/2003 establishes that the marginal price is to be calculated taking into consideration all of the generation units as if there were no restrictions in effect on natural gas supplies. In addition, the expense of water is not included in the calculations if its opportunity cost is higher than the cost of generating power with natural gas. Second, it established a spot price ceiling of Ar$120/MWh. However, CAMMESA pays the actual variable costs of the thermal plants that run on liquid fuels through the Temporary Dispatch Cost Overruns program.

In addition, as the dollarized economy was devalued and went back to the Argentine peso, payment for capacity fell from US$10 to Ar$10 per MWh. Capacity payments have subsequently risen slightly, to Ar$12 pesos.

Additionally, the freezing of prices paid by distributors caused a gap in relation to actual generation costs, resulting in various types of special agreements for recovering costs, in accordance with regulations in force.

It was in this context that the government announced in 2012 its plan to change the current regulatory framework for one based on an average cost scheme.

Resolution 95/2013 was published in March of 2013, significantly changing the system for generators’ remunerations and setting new prices for capacity depending on the type of technology used and availability. It also set new values for paying for non-fuel variable costs, as well as additional remuneration for energy generated.

In May 2013, the Group’s generating companies (Central Costanera, Hidroeléctrica El Chocón y Dock Sud) accepted the terms of Resolution SE 95/2013.

This resolution marked the end of marginal pricing as a payment system in the Argentine power generation market and established, instead, payment by type of technology and size of plant. For each case, it recognizes fixed costs (determined on the basis of fulfillment of availability) and variable costs, plus an additional remuneration (the two parts are determined on the basis of the energy generated). Part of the additional remuneration will be placed in a trust for future investments.

In principle, commercial management and fuel dispatch will be in the hands of CAMMESA; Terminal Market agreements cannot be extended or renewed, and large users, once their respective contracts are up, must purchase their supply from CAMMESA. However, the Energy Secretariat, in Note SE 1807/13, gave generators the opportunity to express their intention to continue handling collections for their entire contract portfolio, thus ensuring a certain amount of cash flow and a continuing relationship with the customer.

It is also important to mention that Central Costanera has availability contracts signed in 2012 that are still in effect, as well as combined cycle contracts (until 2015) and steam generation contracts (until 2019) that will enable the company to implement plan for investing in the Costanera plant generation units in order to optimize the reliability and availability of that plant. The contracts also include payment of the commitments under the Long-Term Service Agreement (LTSA) for the plant’s combined cycles.

Through Resolution 529/2014, the Energy Secretariat updated generators’ remuneration, which had been in effect since they were set in February 2013 under Resolution 95/2013. The new resolution increased

 

 

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

 

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recognition of fixed costs for combined cycle and large hydroelectric plants by 25% and adjusted variable costs by 41% for thermal plants and 25% for hydroelectric plants. A new variable remuneration was set for biodiesel-fired plants. The additional remuneration increased 25% for thermal plants, and a new charge of Ar$21/MWh was set for one-time maintenance for combined cycle and Ar$24/MWh for other thermal generation plants. The resolution is retroactive to February 2014.

Through Resolution 482/2015, the Energy Secretariat updated generators’ remuneration, which had been in effect since they were set in February 2014 under Resolution 529/2014. The new resolution increased recognition of fixed costs for combined cycle and large hydroelectric plants by 28%, and 64% for mid-size hydroelectric plants. The variable costs were adjusted by 23%, hydroelectric plants are exempted of variable electric transmission payments and has been implemented a new incentive scheme for generation and operative effectiveness for thermal plants. The additional remuneration increased by 26% for thermal plants and 10% for mid-size hydroelectric plants. The cost for non-recurrent maintenance was increased by 17% and the same concept is created for hydro electrical plants in Ar$8/MWh. Finally, a new charge of Ar$15.8/MWh for thermal plants and Ar$6.3/MWh for hydro electrical plants was set for investments funding, which will be effective from February 2015 to December 2018 only for those generators participating in the projects. The new generation will have an additional remuneration equivalent to 50% of the direct additional remuneration based on technology for a 10-year period. The resolution is retroactive to February 2015.

Brazil

Legislation in Brazil allows the participation of private capital in the electricity sector, upholds free competition among companies in electricity generation, and defines criteria to avoid certain levels of economic concentration and/or market practices that may cause a decline in free competition.

Based on the contract requirements as stated by distribution companies, the Ministry of Energy has been involved in planning the expansion of the electricity system, setting capacity quotas by technology on the one hand and, on the other, promoting separate tender processes for thermal, hydraulic or renewable energies, or directly holding tender processes for specific projects. The operation is being coordinated in a centralized fashion in which one independent operator coordinates centralized load dispatch based on variable production costs and seeks to guarantee to meet demand at the minimum cost for the system. The price at which transactions take place on the spot market is called the Difference Liquidation Price (Precio de Liquidación de las Diferencias, PLD), which takes into account the players’ aversion to risk.

Generation companies sell their energy on the regulated or unregulated market through contracts, and they trade their surpluses or deficits on the spot market. The free market is aimed at large users, with a limit of 3,000 kW or 500 kW if they purchase energy produced with renewable resources.

In the unregulated market, suppliers and their clients directly negotiate energy purchase conditions. In the regulated market, in contrast, where distribution companies operate, energy purchases must go through a tender process coordinated by the National Electricity Agency (ANEEL). In this way, the regulated purchase price used in the determination of tariffs to end users is based on average prices of open bids, and there are separate bidding processes for existing and new energy. Bidding processes for new energy contemplate long-term generation contracts in which new generation projects must cover the growth of demand foreseen by distributors. The open bids for existing energy consider shorter contractual terms and seek to cover the distributors’ contractual needs arising from the expiry of prior contracts. Each bidding process is coordinated centrally. Authorities set maximum prices and, as a result, contracts are signed where all distributors participating in the process buy pro rata from each offering generator.

On November 25, 2014, the ANEEL approved the new PLD limits for 2015. The maximum limits (decreased from R$823 to R$388/MWh) and the minimum (increased from R$16 to R$30/MWh). The

 

 

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

 

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decision was the result of extensive debate, which began with Public Consultation number 09/2014 and later with Public Hearing number 54/2014.

The main effect of the new limit is to reduce the financial impact for distributors of potential future risks when contracting energy on the spot market, as in 2014 the spot price was at its maximum for much of the year. The new maximum price also mitigates the risk of unrecoverable economic and financial losses for generators, when production is below contract values. However, the possibility of selling excess energy at higher prices decreases. Currently generators can divide their excess energy across the months of the year, to boost their revenues by allocating more energy to those months where higher prices are expected, as the ceiling is lower.

Annually, the ANEEL confirms through Resolutions the minimum and maximum values for the PLD limits. In 2016, the maximum and minimum PLD limits are R$422.56/MWH and R$30/MWh, respectively. Such PLD limits reflect the estimated costs of the Itaipú mega hydro power plant, which will have a tariff of 25.78 US$/kW in 2016.

These regulatory mechanisms ensure the creation of regulatory assets, whose rate adjustment for deficits in 2014 will take place in the tariff adjustments starting in 2015 (March for Ampla and April for Coelce). This mechanism has existed since 2001, and is called the Compensation Clearing Account — Part A (Cuenta de Compensación de Valores — Parte A, “CVA”). They aimed to maintain consistent operating margins for the dealer by allowing tariff revenue due to the costs of Parcel A.

Compensation Clearing Account (“CVA” for its acronym in Portuguese) helps maintain stability in the market and enables the creation of deferred costs, which is compensated through tariff adjustments based on the fees necessary to compensate for deficits the previous year.

On December 10, 2014, an addendum was signed to the concession contract for distributors in Brazil (Ampla and Coelce), which allows these regulatory assets (CVA’s and others) to be included in indemnitee assets at the end of the concession, and if this is not possible over time, it allows compensation through tariffs. Therefore, the recognition for these regulatory assets/liabilities is allowed under IFRS.

Brazil continued to experience drought conditions throughout 2014. In November the system reached the maximum risk of energy rationing. The average reservoir levels were 1% lower than at the last rationing. However, the Government has stated that there is no risk to supply.

The Government has created the ACR account to cover the additional energy costs through bank loans to be paid within two years through the tariff. Distributors had used approximately 18 billion reals from the ACR account by December 31, 2014. However, this was not enough to cover the shortfall. In March 2015, it was approved a new loan against the ACR account to cover the shortfall of November and December 2014. In addition, it was approved an extension in the payment period for all loans, which currently will have to be paid in 54 months from November 2015.

In January 2015, based on the mismatches between the costs recognized in tariffs and actual costs other than those related to operations of the distribution entities, and increased inherent drought conditions costs, ANEEL began the application of a system (known as Tariffs Flags) of monthly charges over the tariff to the customers, provided that the marginal cost of the system is higher than the regulatory standard. The purpose of the regulator is to indicate the customers the generating cost of the following month, and paying in advance to the distribution companies an amount that would only be available in the next tariff review process.

 

 

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

 

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The system consists of three levels of colored flags: Green, Yellow and Red as follows:

 

    
Description
   To be applied when
CMO (R$/MWh)
   Additional Tariff
(R$/MWh)
 

Green

   Favorable generation
of energy conditions
   <200      None   

Yellow

   Less favorable
generation of energy
conditions
   >200<388.48      + 0.025   

Red

   Higher costs generation
conditions
   >388.48      + 0.045   

From January until reporting date, the values have been changing based on new expectations of future generation costs.

In summary, with this mechanism the generation cost that is currently transferred to the customer only once a year (when the annual tariff adjustment is performed) will generate a monthly variation and the customer can improve control over his/her electricity consumption. That is, the consumers will notice a lower tariff adjustment as they are paying a higher amount during the month.

Notwithstanding, the ANEEL, the agents and the community, discussed in a public hearing on December 15, 2015, improvements to the Tariff Flags system, where the main change proposed by ANEEL is to separate the Red Flag into two levels from February 2016.

In line with above, and looking for a solution to the effects of the drought conditions, the ANEEL approved in November 2015, the conditions to “renegotiate” the hydrological risk with the generation agents participating in the Electricity Reallocation Mechanism (“MRE”) which were pending until that date. However, the “Transitional Measure” is still pending of approval at the Senate. Currently, there is a major portion of generators with preliminary judicial decisions allowing limiting their risk and passing part of the cost through the customers.

In addition, for purposes of reestablish the energy supply, six electric power auctions have been called:

 

    1 auction A-1: 1,954 MWavg, allocated to Hydro (94%), Biomass (4%) and Gas (2%); from 1 to 3 years of energy supply;

 

    4 auctions A-3:

 

    97MWavg, allocated to Wind (30%) and Biomass (70%), at an average price of R$200/MWh

 

    233MWavg, allocated in 100% to Solar, at an average price of R$301.8/MWh

 

    314.3MWavg, allocated to Wind (72%), Hydro (15%), Gas (7%), and Biomass (6%), at an average price of R$189/MWh

 

    508MWavg, allocated to Wind (52%) and Solar (48%), at an average price of R$249/MWh.

 

    1 auction A-5: 1,160 MWavg, allocated to Gas (73%), Hydro (20%) and Biomass (7%), at an average price of R$259.2MWh.

Also, it was carry out an Auction for Contracting Hydroelectrical Plants Concessions through the quota regime, in which the seller is granted energy (3,223 MWavg) and capacity (6,061 MW) for an Annual Revenue from Generation Operations.

 

 

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

 

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Pro rata allocation of the Energy Development Account (CDE) due to judicial matters

The CDE, created under Law 10,438/2002, is a state-owned fund that provides energy development from alternative sources, promotes energy service globalization, and subsidizes the low income residential sub-class. The fund is financed through a charge in the tariff of customers and generators.

At the end of September 2015, ANEEL, based on certain judicial outcomes referring to suspend collection of CDE charges to certain industrial participants (Abrace’s members), had to recalculate the CDE pro rata allocation to the rest of the applicable participants, despite having transferred Parcel A costs. Subsequently, specific tariffs applicable to the members of Abrace will be published and the distribution companies will have to promote the new invoicing to those customers. The distribution companies will must maintain the payments of the CDE parts under actual amounts (published in the resolutions); and, finally the deficit originated for the revenue losses will be included in the tariff adjustments of the distribution companies.

On December 15, 2015, ANEEL organized a public hearing to discuss with agents and the community the 2016 economic budget for the CDE. The preliminary proposal of ANEEL is a 36% budget reduction for the charge “CCC” efficiency energy interruptions leading to a lower charge to the final tariff for the consumers. The deadline for the contributions is January 15, 2016.

Open discussions on Renewal of Distribution Concession Contract

From September 2012, distribution concessions under Article 22 of Law 9,074/1995 could be one-time renewed for a maximum 30-year period upon decision of the Grantor Power, in order to ensure the continuity, efficiency in rendering services, tariff model and acknowledging an operational and economic rationale.

The renewal of the concession for such distributions companies will be conditional to the render of quality services based on criteria relating to operational efficiency and economic/financial management.

On October 20, 2015, ANEEL approved the “draft version” of the amendment to the Concession Contract and recommended to the Ministry of Energy and Mining to extend the concessions. On December 28, 2015, the government extended the period to sign the contract for extending concessions due to complexity in the analysis of current grantors, and only approving the CELG’s concession.

Distributed Generation

On November 24, 2015, ANEEL approved the regulation on distributed micro- and mini-generation by using an energy compensation mechanism.

In May 2015, the regulator in a public hearing began the process to modify the regulations related to the distributed micro- and mini-generation aimed to making it more viable. The most important modification is to allow the installation of generation systems (of any renewable source, up to 3MW for hydro and 5MW for other sources) in locations other than where is located the load.

Colombia

The Public Utility Law (Ley de Servicios Públicos Domiciliarios, Law 142) and the Electricity Law (Ley Eléctrica, Law 143) were passed in 1994 establishing the new framework ordered by the Constitution. These laws set out the general criteria and policies that are to govern public utility service provision in the country, as well as the procedures and mechanisms for regulating, monitoring and overseeing them.

The Electricity Law puts the constitutional focus into practice, regulating the generation, transmission, distribution and sale of electricity, creating the market and competitive environment, strengthening the industry and setting the boundaries for government intervention. Taking into account the nature of each

 

 

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

 

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activity or business, general guidelines were established for developing the regulatory framework, creating and implementing the rules that would allow for free competition in the power generation and sales industries, while the directives for the transmission and distribution industries were geared toward treating these activities as monopolies while seeking out competitive conditions wherever possible.

The main institution in the electricity sector is the Mining and Energy Ministry, who’s Mining Energy Planning Unit, (Unidad de Planeación Minero Energética, UPME) draws up the national Energy Plan and the Generation and Transmission Expansion Plan. The Energy and Gas Regulatory Commission (Comisión de Regulación de Energía y Gas, CREG) and the Public Service Superintendency (Superintendencia de Servicios Públicos, SSPD) regulate and oversee, respectively, the companies in the industry, and the Superintendency of Industry and Commerce is the national authority for free trade protection issues.

The electricity industry operates on the basis of electricity-selling companies and the large consumers being able to buy and sell energy through bilateral contracts or on a short-term energy exchange market, called the energy exchange that operates freely according to supply and demand conditions. In addition, long-term auctions of Firm Energy within a Reliable Charge scheme are carried out to promote the expansion of the system. The market is operated and administered by XM, which is in charge of the National Dispatch Center (Centro Nacional de Despacho, CND), and the Commercial Interchange System Manager (Administrador del Sistema de Intercambios Comerciales, ASIC).

Peru

The Electricity Concessions Law and its regulations, the Law to Ensure Efficient Development of Electricity Generation (Law 28,832), the Electricity Industry Antimonopoly and Oligopoly Law, the Technical Standard for Electricity Service Quality, the Environmental Protection Regulations for Electricity Activities, the Law Creating the Energy and Mining Investment Supervisory Agency (OSINERGMIN) and its regulations, and the Regulations for Unregulated Electricity Users and Decree Law 1221 which improves the regulation of distribution of electricity to promote access to electricity in Peru all comprise the main legislation in the regulatory framework for doing business in the power industry in Peru.

Law 28,832, whose purpose is to ensure enough efficient power generation to reduce the risk of price volatility and rationing, promotes the establishment of market prices based on competition, planning and ensuring a mechanism that guarantees expansion of the transmission grid, and also allows Large Unregulated Users and Distributors to participate in the short-term market. Accordingly, the law promotes tender processes for long-term power supply contracts at firm prices in order to encourage investment in efficient generation and contracts with distribution companies. Distribution companies must begin the tender processes at least three years ahead of time in order to keep Regulated Users’ demand covered.

Expansion in transmission must be planned through a binding Transmission Plan drawn up by the COES SINAC and approved first by the OSINERGMIN and then by the Energy and Mining Ministry. There are two types of system: a) the Guaranteed Transmission System, which is paid for by the demand; and b) the Complementary Transmission System, which is financed jointly by the generation companies and by the demand.

The purpose of the COES SINAC is to coordinate operations at the lowest possible cost while ensuring a reliable system and the best use of energy resources, to plan transmission and to manage the short-term market. It is made up of generation, transmission and distribution companies and Large Unregulated Users (those with demand of 10 MW or higher) who belong to the National Interconnected Grid (Sistema Eléctrico Interconectado Nacional).

Generation companies may sell their power to: (i) Distribution companies through tender contracts or regulated bilateral contracts; (ii) Unregulated clients; and (iii) the spot market, where surplus energy is traded among generation companies. Generation companies are also paid for the firm capacity they contribute to the system regardless of their dispatch.

 

 

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

 

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Peru’s spot price, given the definition of its ideal marginal cost, does not necessarily reflect the costs in the system, as it does not consider the current shortages in the natural gas and electricity transport system. Furthermore, it sets a ceiling price for the market. This was established in an emergency regulation in 2008 (Emergency Decree 049 of 2008) that will remain in effect at least until the end of 2016.

Decree Law 1221, published on September 24, 2015, amends certain aspects of the current framework, among others:

 

    In tariff distribution, VAD (Value Added Distribution) and Internal Rate of Return (IRR) calculation will be made individually for each distribution company with more than 50,000 customers.

 

    The Energy and Mining Ministry will define a Technical Responsibility Zone (ZRT) for each distributor, taking into consideration the environment of the Regions where they operate (near to concession zones). The works conducted at the ZRT shall be approved by the Distributor, and it will have priority to conduct them or might be subsequently transferred to them. A VAD will be recognized for investment and audited actual costs (with an upper threshold).

 

    Add to the VAD a charge for Technological Innovation and/or Energy Efficiency in Distribution.

 

    Add an adjustment factor to the VAD that encourages service quality in Distribution.

 

    Establish an obligation to the Distributors to assure their regulated demand for 24 months.

 

    Establish an obligation to the Distributor of making urban electrification or return the contribution once 40% of habitability is reached.

 

    Regarding the concessions, it limits to 30 years those granted through bidding processes, it establishes a requirement for a favorable report of basin management for hydro electrical generation, and the granting and expiration of concessions shall be ruled through Ministry Resolution.

 

    Establish conditions for distributed generation of non-conventional renewable energy and co-generation that allows them to inject the surpluses to the distribution system without affecting the operational assurance.

The description of the regulatory framework in the document does not include the Law Decree, since most of the amended aspects will be finally ruled by the end of 2015 or beginning of 2016, for its subsequent implementation.

Non-Conventional Renewable Energy

 

    In Brazil, the ANEEL holds auctions by technology considering the expansion plan set by the EPE, the planning agency; so that the target amount set for non-conventional renewable energy capacity is met.

 

    In Colombia, Law 697 was issued in 2001 by the Program for the Rational and Efficient Use of Energy and Other Forms of Non-Conventional Energy (Programa de Uso Racional y Eficiente de la Energía y demás formas de Energías No Convencionales — PROURE). Subsequently, indicative targets were defined for non-conventional renewable energy of 3.5% for 2015 and 6.5% for 2020. Law 1715 was enacted in 2014, which created a legal framework for the development of non-conventional renewable energy, in which guidelines for declarations of public interest, as well as tax, tariff and accounting incentives were established. As part of the implementation, the Ministry of Mines and Energy enacted Decree 2469 in 2014 establishing guidelines for energy policy on supply of self-generation surpluses. Likewise, the Energy and Gas Regulatory Commission (“CREG”) issued resolution 24/2015 regulating high-scale self-generation activity, and the Mining Energy Planning Unit (“UPME”) issued resolution 281/2015 establishing the limit for low-scale (equal to 1MW) self-generation. Additionally, the CREG issued resolution 11/2015 encouraging demand response mechanisms. In 2015, the CREG issued Resolution 138 that amends the remuneration scheme for confidence charges for minor plants. This

 

 

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

 

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new regulation establishes that such plants will belong to the centralized scheme of the charge and will declare ENFICC in order to obtain OEF assignments. If the difference between actual and programmed generation in those plants is lower than +/-5%, they could keep the current remuneration scheme. The Ministry of Mines and Energy issued in 2015 Law Decree 1623 that establishes guidelines on zone expansion policies, and Law Decree 2143 that outlines the application of fiscal and tax incentives established in Law 1715.

 

    In Peru, a target of 5% has been set as the NCRE share in the country’s energy system. It is a nonbinding target and the regulatory agency, the OSINERGMIN, holds differential auctions by technology to help reach the goal.

 

    In Argentina, on October 21, 2015, it was published in the Official Bulleting the new Law 27, 191 for Renewable Energy, replacing the current Law 26,190. The new regulation postpones to December 31, 2017 the goal to reach 8% share in the national demand of energy with renewable sources for generation and establishes as a second stage goal to reach 20% share in 2025 establishing mid-objectives of 12%, 16% and 18% for the end of years 2019, 2021, and 2013. The enacted Law creates a Fiduciary Fund (“FODER”) to finance works, grants tax benefits to renewable energy projects and establishes exempts for specific taxes, national, provincial and municipality royalties until December 31, 2025. The customers categorized as Large Users (>300 Kw) shall comply on an individual basis with the renewable share goals, establishing that the price of the contracts shall not exceed 113 US$/MWh, and setting sanctions to those not fulfilling the goals.

Limits on integration and concentration

In general, all of the countries have legislation in effect that defends free competition and, together with specific regulations that apply to the electricity market, defines criteria to avoid certain levels of economic concentration and/or abusive market practices.

In principle, the regulators allow the participation of companies in different activities (e.g. generation, distribution, and commercialization) as long as there is an adequate separation of each activity, for both accounting and company purposes. Nevertheless, most of the restrictions imposed involve the transmission sector mainly due to its nature and to the need to guarantee adequate access to all agents. In Argentina and Colombia there are specific restrictions if generation or distribution companies want to become majority shareholders in transmission companies.

Regarding concentration in a specific sector, in Argentina, there are no specific limits that affect the vertical or horizontal integration of a company. In Peru, integration is subject to authorization. In Colombia, no company may have a direct or indirect market share of over 25% in electricity sale activities, although two criteria have been established for generating activity. One of these relates to participation limits depending on market concentration (HHI) and the size of the players according to their Firm Energy, and the other relates to pivotally conditions in the market depending on the availability of resources to meet system demand. In addition, Colombian companies created after the Public Service Law was enacted in 1994 can only engage in activities that complement generation/sales and distribution/sales. Finally, in Brazil, with the changes taking place in the power industry under Law 10,848/2004 and Decree 5,163/2004, the ANEEL gradually perfected regulations, eliminating concentration limits as no longer compatible with the prevailing regulatory environment. However, regulatory approval is required for consolidations or mergers to take place between players operating within the same segment.

 

 

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

 

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Market for unregulated customers

In all of the countries where the Group operates, distributing companies can supply their customers under regulated or freely-agreed conditions. The supply limitations imposed on the unregulated market are as follows:

 

Country

  

kW threshold

Argentina    > 30 kW
Brazil    > 3,000 kW or > 500 kW (1)
Colombia    > 100 kW or 55 MWh-month
Peru    > 200 kW (2)

 

  (1) The >500 kW limit applies if energy is purchased from renewable sources, for which the government provides incentives through a discount on tolls.
  (2) In April 2009, it was established that clients between 200 kW and 2,500 kW could choose between the regulated and unregulated markets. Those using over 2,500 kW are required to be unregulated customers.

b) Tariff Revisions:

General Aspects

In the countries where the Group operates, selling prices charged to clients are based on the purchase price paid to generators plus a component associated with the value added in distribution. Regulators set this value periodically through reviews of distribution tariffs. As a result, distribution is essentially a regulated activity.

Argentina

In Argentina, the first review of Edesur’s tariffs scheduled for 2001 was cancelled by the authorities due to the country’s economic and financial crisis, and tariffs were frozen starting with that year. Edesur’s tariff restructuring started in 2007 with the enforcement of the “Acta Acuerdo,” or Agreement Act. The last tariff adjustment made to date went into effect in 2008 (with a positive effect on the added value distribution, or VAD), when tariffs were adjusted for inflation (applying the cost monitoring mechanism, or MMC, provided for in the Agreement Act).

In November 2012, the ENRE passed Resolution 347 authorizing a fixed charge to be added on invoices which differs for various categories of customers. This charge will finance infrastructure works and corrective maintenance through a trust (FOCEDE). Additionally, in July 2012, the ENRE appointed an observer in Edesur; the appointment is still in effect, although this does not imply loss of control of the company.

Resolution SE No. 250/13 was published in May 2013 authorizing compensation for Edesur’s debt corresponding to revenues originating from the application of the Program for the Rational Use of Electricity (PUREE) until February 2013, with a credit in its favor from recognition of the MMC for the six-month periods between May 2007 and February 2013. In addition, the Resolution instructed CAMMESA to issue in Edesur’s favor what are termed as Sales Settlements with Unspecified Due Dates for values exceeding the compensation mentioned above, and authorized CAMMESA to receive these settlements as partial payment of Edesur’s debt.

Subsequently, Resolution SE 250/13 was supplemented and extended to December 2014 under Secretary of Energy Note SE 6852/2013, No. 4012, No.486 and No.1136. The financial effects of this compensation

 

 

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

 

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positively affected net income for the company. However, the Comprehensive Tariff Review (RTI) to adjust Edesur’s revenues to its costs and obligations, as provided for in the Renegotiation Agreement Act, is still pending at this time.

In March 2015, the Secretary of Energy issued Resolution SE No. 32/2015 establishing beginning on February 1, 2015, a NEW THEORETICAL TARIFF TABLE without passing it to the tariffs to the customers. The difference between the theoretical table and that applied to customers represent temporary additional revenue to the distribution Company, being the difference determined by the ENRE and CAMMESA responsible for transfer those funds. The resolution states that those additional revenues will be considered in the future RTI. Also, ENRE was instructed to apply the initial actions to implement it.

Likewise, and as of the same date, the resolution states that the funds originated in the PUREE will become actual revenue of the distribution company for recognizing higher costs. Additionally, it maintains the funding of the investments through the ENRE 347/12 charge and loans scoped in Resolution SE 10/2014.

In regards with the situation before January 31, 2015, the resolution extended the compensation MMC — PUREE to that date, allowing the payment between the loan to the distributor company and the Energy Invoice with CAMMESA. The remaining balance will be paid using a payment plan to be defined. In terms of the definition of the debt between EDESUR and CAMMESA, the Energy Secretary defined to be determined using the active rate of Banco de la Nación Argentina as well for the loans as for the debt of Edesur, without considering interest from CAMMESA as stated in the procedures.

The resolution requested the Company to present an Investment Plan for its approval and execution during the year 2015. Also, it requested to abandon the judicial actions that would have been initiated and the Commitment of Use of the additional revenues received (among them, not paying dividends).

Subsequently, the Secretary of Energy through Resolution SE No. 1208, instructed CAMMESA on the methodology to calculate the debt, as of January 31, 2015, that EDESUR owed to the MEM, and its compensation with the credits from the application of the Cost Monitoring Mechanism (MMC). As a result, during the first semester of 2015, EDESUR recognized net financial income for AR$628.6 million.

Although Resolution SE No. 32/2015 represents the first step towards an improvement in the economic situation of the Company, it expects that investments be still financed with mutual loans with CAMMESA. It is still pending to establish mechanisms to allow payment of remaining balances in favor of MEM, as well as, the revenue updates from the increases in operational costs. On the other side, tariffs remain frozen since 2008.

Additionally, the ENRE informed to the Secretary of Energy the variations to the Cost Monitoring Mechanism (MMC) for the November 2014 — April 2015 (6.85%) and May 2015 — October 2015 (8.92%) periods as required by Article 2 of Resolution SE 32/15. Based on such variations, the Secretary of Energy updated the Transitional Revenues established in Article 5 of Resolution SE 32/15. The updates were informed through Notes SE 2097 and 2157. On the other hand, the issuance of Resolution SE 2158 resulted in the recognition of additional salary expense for the year 2014 that were applied to employees in year 2015. (See Note 36.5)

Brazil

In Brazil, there are three types of tariff adjustments: i) Ordinary Tariff Reviews (RTO) which are conducted periodically in accordance with the provisions in the concession contracts (in Coelce every 4 years and in Ampla every 5 years); (ii) Annual Adjustments (IRT) since Brazil, unlike other countries, does not automatically index its tariffs to inflation; and (iii) Extraordinary Reviews (RTE) when important events have occurred that may affect the financial situation of the distributors.

In September 2012, the government approved Temporary Measure 579, one purpose of which was to reduce certain electricity tariff taxes and special charges paid by the final user, which will be paid in the future with

 

 

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

 

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the state budget. In January 2013, the Temporary Measure became Law 12,783, giving rise to Extraordinary Tariff Reviews that resulted in tariffs dropping an average of 18% throughout the country. This reduction affected Ampla and Coelce from the end of January to April 2013 (when the respective annual readjustments went into effect).

In April 2014, ANEEL finalized its periodic tariff review of Ampla for the 2014-2019 period with retrospective effect at March 15, 2014.

On March 1, 2015, through Resolution No. 1858/2015, Coelce had an extraordinary review when its rate increased by 10.28% for purposes of face the increases in charges (Energy Development Account - CDE) and the costs of energy purchase.

The last periodic tariff review of Coelce was made in 2015 (the first of our distribution companies using the new fourth tariff cycle technology) for the 2015 — 2019 period, effective beginning on April 22, 2015. Such review was provisional as the methodologies of tariff review were not approved in time. The additional average increase in tariffs was 11.69% as approved under Resolution No. 1882/2015. In 2016, the final review will be calculated and the positive/negative differences from the application of the new methodology will be included in the 2016 adjustments.

Ampla will begin to use the fourth tariff cycle methodology in its tariff review in March 2019; however, in March 2015 it has a final average increase of 37.3% (Resolution 1869/2015) essentially due to increases in Section A.

Finally, still in the scope of the fourth tariff cycle, on November 17, 2015, Chapter 2.3 of the Tariff Review Procedures related to the determination of the Basis for Remuneration was approved, under which a Database of Referential Prices was created to value certain variables of the basis for remuneration in the upcoming tariff reviews.

ANEEL approved the results of the first periodic review of CIEN. Beginning on July 1, 2015, the rates were adjusted in minus 7.49%, as approved in Resolution No. 1902/2015.

Colombia

The Energy and Gas Regulatory Commission (Comisión de Regulación de Energía y Gas — CREG) is the entity that defines the method by which distribution networks are paid. Distribution charges are reviewed every five years and updated monthly according to the Producer Price Index (PPI). Currently, these charges include the new replacement value of all operational assets, the Administration, Operation and Maintenance (AOM) and non-electrical assets used in the distribution business.

In Colombia, the current distribution charges for Codensa were published by the CREG in October 2009. Meanwhile, marketing charges were established in 1998.

The review of regulated distribution charges began in 2013 with the publication of the assumptions for the remuneration methodology proposed by the CREG in Resolution 043 dated 2013. These assumptions were complemented by the development of the Purposes and Guidelines for Compensation of the Distribution Activity for the period 2015-2019 in resolution CREG 079 dated 2014. This resolution stems from the policies defined by the Ministry of Mines and Energy that seek to ensure timely expansion and adequacy of assets, and to this end to incorporate replacement incentives and a comprehensive Investment Plan that will incorporate technology, improve service quality and control energy losses. In February 2015, the CREG issued a proposal of Resolution 179 of 2014, which propose the methodology for remunerating the distribution activity. The methodology is based on a Regulated Revenue scheme. Annual revenues will be determined using a Regulated of Assets Net Basis (BRA) and a rate of return (to be defined in separate resolution) plus the Recovery of Invested Capital. Also, it is included an annual revenue for incentives to investments and expenditures efficiency and quality improvements.

 

 

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

 

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Additionally, the Regulatory Commission issued resolution CREG 095 dated 2014, where is defined the method for calculating the regulated remuneration tariff (WACC) for Electricity Transmission and Distribution, as well as for Natural Gas Transportation and Distribution.

In relation to the regulated selling charge, in January 2015, the CREG issued Resolution 180 of 2014, where the methodology for calculating regulated selling charges was defined. The approval of a new basis selling cost for Codensa is still pending.

The Commission published resolution CREG 135 dated 2014 with regard to the pricing formula. This resolution establishes the assumptions on which studies were carried out to determine the unit cost formula for providing the service during the next tariff period.

Peru

As in Chile, a process takes place in Peru every four years to determine the VAD, also using a “model company” methodology for a typical area. In October 2013, the OSINERGMIN published Resolution 203/2013 setting Edelnor’s distribution tariffs from November 2013 to October 2017.

4.2 Discontinued operations

a) Regulatory framework

Chile

The electricity sector is regulated by the General Law of Electrical Services (Chilean Electricity Law), also known as DFL No. 1 of 1982, of the Ministry of Mining, whose compiled and coordinated text was established in DFL No. 4 issued in 2006 by the Ministry of Economy (the Electricity Law), as well as by an associated Regulation (D.S. No. 327 issued in 1998). Three government bodies are primarily responsible for enforcing this law: the National Energy Commission (CNE), which has the authority to propose regulated tariffs (node prices) and to draw up indicative plans for the construction of new generating units; the Superintendency of Electricity and Fuels (SEF), which supervises and oversees compliance with the laws, regulations, and technical standards that govern the generation, transmission, and distribution of electricity, as well as liquid fuels, and gas; and the Ministry of Energy, which is responsible for proposing and guiding public policies on energy matters. It also oversees the SEF, the CNE, and the Chilean Commission for Nuclear Energy (ChCNE), thus strengthening coordination and allowing for an integrated view of the energy sector. The Ministry of Energy also includes the Agency for Energy Efficiency and the Center for Renewable Energy, (Centro de Energías Renovables — CER), which in November 2014 was replaced by the National Center for Innovation and Development of Sustainable Energy (Centro Nacional para la Innovación y Fomento de las Energías Sustentables — CIFES). The Chilean Electricity Law has also established a Panel of Experts whose main task is to resolve potential discrepancies among the players in the electricity market, including electricity companies, system operators, regulators, etc.

From a physical viewpoint, the Chilean electrical sector is divided into four electrical grids: the Sistema Interconectado Central (SIC), the Sistema Interconectado del Norte Grande (SING), and two separate medium-size grids located in southern Chile, one in Aysén and the other in Magallanes. The SIC, the main electrical grid, runs 2,400 km longitudinally and connects the country from Taltal in the north to Quellon, on the island of Chiloe in the south. The SING covers the northern part of the country, from Arica down to Coloso, covering a length of some 700 km. A law was passed on January 8, 2014, which will allow the SIC to be connected to the SING.

The electricity industry is organized into three business lines: generation, transmission, and distribution, all operating in an interconnected and coordinated manner, and whose main purpose is to supply electrical energy to the market at minimum cost while maintaining the quality and safety service standards required by

 

 

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

 

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the electrical regulations. As essential services, the power transmission and distribution businesses are natural monopolies; these segments are regulated as such by the electricity law, which requires free access to networks and regulates rates.

Under the Chilean Electricity Law, companies engaged in generation and transmission on an interconnected electrical grid must coordinate their operations through a centralizing operating agent, the Centro de Despacho Económico de Carga (CDEC), in order to operate the system at minimum cost while maintaining a reliable service. For this reason, the CDEC plans and operates the system, including the calculation of the so-called “marginal cost,” which is the price assigned to energy transfers among power generating companies.

Therefore, a company’s decision to generate electricity is subject to the CDEC’s operation plan. On the other hand, each company is free to decide whether to sell its energy to regulated or unregulated customers. Any surplus or deficit between a company’s sales to its customers and its energy supply is sold to, or purchased from, other generators at the spot market price.

A power generating company may have the following types of customers:

(i) Distribution companies that supply power to regulated customers: This distribution is to residential and commercial consumers and small and medium-size businesses with a connected capacity equal to or less than 500 kW located in the concession area of a distribution company. Until January 2015, customers consuming between 500kW and 2,000 kW may choose to be regulated or unregulated customers. On January 29, 2015, an amendment to the law was published in the Official Gazette increasing the upper threshold from 2,000kW to 5,000kW. A summarized description of the scope of the amendments to the law are described below.

Until 2009, the transfer prices between generators and distribution companies for supplying power to regulated customers were capped at a maximum value called the node price, which is regulated by the Ministry of Energy. Node prices are set every six months, in April and October, based on a report prepared by the CNE that takes into account projections of expected marginal costs in the system over the next 48 months for the SIC and 24 months for the SING. Beginning in 2010, and as the node price contracts begin to expire, the transfer prices between generators and distributors is being replaced by the results of regulated bidding processes, with a price cap set by the authority every six months.

(ii) Unregulated customers: Those customers, mainly industrial and mining companies, with a connected capacity of over 5,000 kW. These consumers can freely negotiate prices for electrical supply with generators and/or distributors. Customers with capacity between 500 and 5,000 kW have the option to contract energy at prices agreed upon with their suppliers or be subject to regulated prices, with a minimum stay of at least four years under each pricing system. As previously discussed, the 5,000 kW threshold became effective beginning on January 30, 2015.

(iii) Spot market: This represents energy and capacity transactions among generating companies that result from the CDEC’s coordination to keep the system running as economically as possible, where the surpluses (deficits) between a generator’s energy supply and the energy it needs to comply with business commitments are transferred through sales (purchases) to (from) other generators in the CDEC. In the case of energy, transfers are valued at the marginal cost, while node prices for capacity are set every semester by the regulators.

In Chile, the capacity that must be paid to each generator depends on an annual calculation performed by the CDEC to determine the firm capacity of each power plant, which is not the same as the dispatched capacity.

Beginning in 2010 with the enactment of Law 20,018, distribution companies must have enough supply permanently available to cover their entire demand projected for a period of three years; to do so, they must carry out long-term public bidding processes. This period of three years has been changed to five years, following the legislative amendment published in January 2015.

 

 

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

 

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On May 15, 2014, the Minister of Energy presented the “Energy Agenda,” a document outlining general guidelines for the energy policy of the new government.

On September 29, 2014, a Tax Reform was published in the Official Gazette, which emphasizes the creation of so-called green tax to be levied on air emissions of particulate matter (PM), nitrogen oxides (NOx), sulfur dioxide (SO2) and carbon dioxide (CO2). The tax will be US$5/ton for CO2 emissions.

On January 29, 2015, Law 20,805 was published in the Official Gazette, incorporating a legal amendment to the energy bidding processes for consumption of regulated customers. Among the main changes incorporated through this amendment are the increased participation of the CNE in the bidding processes; the increase from three to five years for the anticipated bidding announcements; the incorporation of a reserved price as a limit price for each bid; the chance for a bidder to delay the energy supply in case of force majeure; the increase of the duration of the supply contract up to 20 years; the incorporation of short-term biddings; the treatment for energy without contract; and the increase in the upper threshold to qualify as regulated customer from 2,000 to 5,000 kW.

Non-Conventional Renewable Energy

 

    In Chile, Law 20,257 was enacted in April of 2008 to encourage the use of Non-Conventional Renewable Energy (NCRE). The principal aspect of this law is that at least 5% of the energy sold by generation companies to their customers must come from renewable sources between years 2010 and 2014. This requirement progressively increases by 0.5% from year 2015 until 2024, when a 10% renewable energy requirement will be reached. This law was amended in 2013 by Law 20,698, dubbed the “20/25 law,” as it establishes that by 2025, 20% of power supplied will be generated by NCRE. It does not change the previous law’s plan for supplying power under agreements in effect in July 2013.

Limits on integration and concentration

Chile has legislation in effect that defends free competition and, together with specific regulations that apply to the electricity market, defines criteria to avoid certain levels of economic concentration and/or abusive market practices.

In principle, the regulators allow the participation of companies in different activities (e.g. generation, distribution, and commercialization) as long as there is an adequate separation of each activity, for both accounting and company purposes. Nevertheless, most of the restrictions imposed involve the transmission sector mainly due to its nature and to the need to guarantee adequate access to all agents. In Chile there are specific restrictions if generation or distribution companies want to become majority shareholders in transmission companies.

Regarding concentration in a specific sector, there are no specific quantitative limits on vertical or horizontal integration. However, the General Law on Electrical Services provides that companies that operate on or have ownership in the Trunk Transmission Systems cannot engage in, either directly or indirectly, activities that are in any way involved in the business of power generation or distribution.

Unregulated Customers Market

In Chile, distribution companies provide supply to regulated and unregulated customers. Customers with capacity between 500 and 5,000 kW have the option to contract energy at prices agreed upon with their suppliers or be subject to regulated prices. Customers with capacity exceeding 5,000 kW by default unregulated customers. The 5,000 kW threshold became effective beginning on January 30, 2015.

 

 

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

 

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b) Tariff Revisions:

In Chile, the Distribution Value Added (VAD) is established every four years. For this, the local regulator, (the CNE) classifies companies by typical areas that group together companies with similar distribution costs. A distribution company’s return on investment depends on the company’s performance compared to model company standards defined by the regulator. On April 2, 2013, the Energy Ministry published Tariff Decree No. 1T in the Official Gazette. This was made retroactive to November 4, 2012, and will remain in effect until November 3, 2016. The next tariff-setting process will take place in 2016 and will cover the period November 2016 to November 2020.

On January 27, 2015, the Ministry of Energy published in the Official Gazette, Decree No. 9T, which established the node prices for energy supply that will be applied retrospectively, beginning on May 1, 2014.

On May 12, 2015, the Ministry of Energy published in the Official Gazette, Decrees No.2T and 3T, which established the node prices for energy supply that will be applied retrospectively, beginning on September 1 and October 1, 2014, respectively.

On May 22, 2015, the Ministry of Energy published in the Official Gazette, Decree No. 9T, which established the node prices for energy supply that will be applied retrospectively, beginning on October 1, 2014.

On June 23, 2015, the Ministry of Energy published in the Official Gazette, Decree No.12T, which established the node prices for energy supply that will be applied retrospectively, beginning on January 1, 2015.

On August 4, 2015, the Ministry of Energy published in the Official Gazette, Decree No.15T, which established the node prices for energy supply that will be applied retrospectively, beginning on February 1, 2015.

On November 4, 2015, the Ministry of Energy published in the Official Gazette, Decree No.16T, which established the node prices for energy supply that will be applied retrospectively, beginning on April 1, 2015.

On December 26, 2015, the Ministry of Energy published in the Official Gazette, Decree No.21T, which established the node prices for energy supply that will be applied retrospectively, beginning on May 1, 2015.

As a result of the above, our subsidiary Chilectra at December 31, 2015, recognized unbilled revenue and trade and other accounts receivable for the difference between current and effective Average Node Prices for ThCh$33,649,923 (ThCh$98,064,320 at December 31, 2014) to be billed and charge to regulated end-customers. In addition, at December 31, 2015, Chilectra recognized costs and trade and other payables for the difference between current and effective Short Term Node Prices for ThCh$31,959,398 (ThCh$22,750,995 at December 31, 2014) to be paid to generation companies.

 

5. NON-CURRENT ASSETS OR DISPOSAL GROUPS HELD FOR SALE OR HELD FOR DISTRIBUTION TO OWNERS AND DISCONTINUED OPERATIONS.

5.1 Corporate Reorganization

I. Background

On April 28, 2015, the Company informed the Superintendency of Securities and Insurance (hereinafter “SVS”) through a significant event, that the Board of Directors of the Company decided by unanimous vote to initiate an analysis of a corporate reorganization (the “reorganization”) aimed at the separation of the activities of generation and distribution of electricity in Chile from activities outside of Chile. The objective of this would be to resolve certain duplications and redundancies that arise from Enersis’ complex corporate structure today and generate value for all its shareholders, maintaining its inclusion in the Enel S.p.A. group.

 

 

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

 

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Steps to carry out the reorganization:

 

    The spin-off of Enersis, and its subsidiaries Empresa Nacional de Electricidad S.A. (“Endesa Chile”) and Chilectra S.A. (“Chilectra”) by separating, on one side their generation and distribution businesses in Chile and for other side the businesses outside of Chile; and

 

    The subsequent merger of the entities having ownership interests in businesses outside of Chile namely Enersis Américas S.A., Endesa Américas S.A. and Chilectra Américas S.A. Enersis Américas would absorb by merger the other two entities.

On December 18, 2015, at Enersis S.A.’s Extraordinary Shareholders Meeting the spin-off of the Company was approved, which was conditioned on the approval of the spin-offs at each of the Extraordinary Shareholders Meetings of Endesa Chile and Chilectra, and also on the necessary legal formalities and other related matters. In addition, it was approved that the spin-off will be effective in the first business day of the following month that the public deed of compliance with the spin-off conditions is granted.

As a result of Enersis’s spin-off a new public entity was created namely Enersis Chile S.A., to which was assigned the equity interests, assets and associated liabilities of Enersis’s businesses in Chile, including the equity interests in each of Endesa Chile and Chilectra Chile.

On March 1, 2016, upon meeting all conditions including the capital decrease and modifications to the by-laws, the spin-off of Enersis became effective and Enersis S.A.’s corporate name was changed to Enersis Américas S.A. The new entity Enersis Chile was also incorporated on that date (See Note 41).

II. Accounting Aspects

As of December 31, 2015, upon compliance with the criteria in IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations, the following accounting treatment has been applied:

i. Assets and liabilities

As of December 31, 2015, all assets and liabilities related to the distribution business and generation and the transmission business in Chile have been classified as Non-current assets or disposal groups held for distribution to owners and as Liabilities associated with disposal groups held for distribution to owners, in accordance with the criteria described in Note 3.k.

 

 

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

 

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As of December 31, 2015, the assets and liabilities related to the operations in Chile that have been classified as held for distribution to owners are as follows:

 

     12-31-2015
ThCh$
 

ASSETS

  

CURRENT ASSETS

  

Cash and cash equivalents

     144,261,845   

Other current financial assets

     16,313,194   

Other current non-financial assets

     3,984,943   

Trade and other current receivables

     596,364,468   

Current accounts receivable from related companies

     23,611,569   

Inventories

     42,616,615   

Current tax assets

     20,306,212   
  

 

 

 

TOTAL CURRENT ASSETS

     847,458,846   
  

 

 

 

NON-CURRENT ASSETS

  

Other non-current financial assets

     21,750,452   

Other non-current non-financial assets

     4,769,885   

Trade and other non-current receivables

     14,392,223   

Investments accounted for using the equity method

     45,716,371   

Intangible assets other than goodwill

     42,879,326   

Goodwill

     887,257,655   

Property, plant and equipment

     3,429,167,797   

Investment property

     8,150,987   

Deferred tax assets

     22,392,339   
  

 

 

 

TOTAL NON-CURRENT ASSETS

     4,476,477,035   
  

 

 

 

TOTAL ASSETS (*)

     5,323,935,881   
  

 

 

 

CURRENT LIABILITIES

  

Other current financial liabilities

     27,921,725   

Trade and other current payables

     554,915,972   

Current accounts payable to related companies

     55,238,930   

Other current provisions

     16,329,195   

Current tax liabilities

     15,119,789   

Other current non-financial liabilities

     6,120,658   
  

 

 

 

TOTAL CURRENT LIABILITIES

     675,646,269   
  

 

 

 

NON-CURRENT LIABILITIES

  

Other non-current financial liabilities

     917,197,790   

Other non-current payables

     6,034,216   

Non-current accounts payable to related companies

     97,186   

Other non-current provisions

     56,116,140   

Deferred tax liabilities

     235,101,356   

Non-current provisions for employee benefits

     55,023,456   

Other non-current non-financial liabilities

     435,689   
  

 

 

 

TOTAL NON-CURRENT LIABILITIES

     1,270,005,833   
  

 

 

 

TOTAL LIABILITIES (*)

     1,945,652,102   
  

 

 

 

 

  (*) It does not include balances from intercompany loan and other arrangements between Enersis and Enersis Chile which were eliminated in the consolidation

 

 

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

 

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ii. Accumulated Other Comprehensive Income in Net Equity

The accumulated other comprehensive income balance related to assets and liabilities held for distribution to owners are the following:

 

Reserves originated from

   12-31-2015
ThCh$
 

Exchange differences on translation

     12,423,692   

Cash flow hedges

     (121,503,052

Gains and losses on remeasuring available-for-sale financial instruments

     14,835   

Other miscellaneous reserves

     7,736,853   
  

 

 

 

Total

     (101,327,672
  

 

 

 

iii. Revenue and expenses

All revenues and expenses related to the distribution business and the generation and transmission business in Chile were classified as discontinued operations and presented under the caption “Income after tax from discontinued operations” in the consolidated statement of comprehensive income.

The consolidated statement of comprehensive income presented for comparison purposes in these consolidated financial statements differ from those approved in years 2014 and 2013 due to the classification of revenues and expenses on those years as discontinued operation.

 

 

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

 

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The following table sets forth the breakdown by nature of the line item “Income after tax from discontinued operations” for the years ended December 31, 2015, 2014 and 2013:

 

Statement of Income

   12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Revenue

     2,382,671,016        2,013,305,145        1,717,781,888   

Other income

     14,735,951        34,201,387        18,516,145   
  

 

 

   

 

 

   

 

 

 

Total Revenue

     2,397,406,967        2,047,506,532        1,736,298,033   
  

 

 

   

 

 

   

 

 

 

Raw materials and consumables used

     (1,481,985,559     (1,309,402,283     (998,873,893

Contribution Margin

     915,421,408        738,104,249        737,424,140   

Other work performed by the entity and capitalized

     21,004,053        21,505,568        14,831,058   

Employee benefits expense

     (136,554,721     (126,341,363     (120,113,902

Depreciation and amortization expense

     (153,201,662     (128,437,154     (119,507,118

Reversal of impairment loss (impairment losses) recognized in profit or loss

     3,054,903        (13,185,420     (8,212,948

Other expenses

     (125,849,781     (110,321,349     (114,350,778

Operating income

     523,874,200        381,324,531        390,070,452   

Other gains

     20,055,745        70,893,263        14,527,737   

Financial income

     15,270,169        14,762,515        13,510,732   

Financial costs

     (61,616,349     (59,543,956     (62,395,332

Share of profit (loss) of associates and joint ventures accounted for using the equity method

     8,905,045        (54,352,582     24,309,344   

Foreign currency exchange differences

     (13,394,762     (20,328,278     (1,838,329

Profit from indexed assets and liabilities

     4,839,077        15,263,623        1,593,046   

Income before taxes

     497,933,125        348,019,116        379,777,650   

Income tax expense, discontinued operations

     (109,612,599     (132,687,135     (61,712,442
  

 

 

   

 

 

   

 

 

 

NET INCOME FROM DISCONTINUED OPERATIONS

     388,320,526        215,331,981        318,065,208   
  

 

 

   

 

 

   

 

 

 

Net income from discontinued operations

     388,320,526        215,331,981        318,065,208   

Components of other comprehensive that will not be reclassified subsequently to profit or loss, net of taxes

      

(Gain (loss) from defined benefit plans

     (4,320,290     (8,165,647     (2,608,902

Components of other comprehensive that will be reclassified subsequently to profit or loss, net of taxes

      

Foreign currency translation gains (losses), net of tax

     162,373        12,473,950        12,286,748   

Gains (losses) from available-for-sale financial assets, net of tax

     —          —          —     

Share of other comprehensive income from associates and joint venture accounted for using the equity method, net of taxes

     25,442        13,746,871        8,699,592   

Gains (losses) from cash flow hedge, net of taxes

     (90,724,491     (99,770,340     (59,974,545
  

 

 

   

 

 

   

 

 

 

Total Other Comprehensive Income from Discontinued Operations

     (95,460,270     (81,985,166     (41,596,400
  

 

 

   

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME FROM DISCONTINUED OPERATIONS

     292,860,254        133,346,815        276,468,807   
  

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to:

      

Shareholders of Enersis Américas

     235,061,432        126,239,319        208,787,095   

Non-controlling interests

     57,798,822        7,107,496        67,681,712   
  

 

 

   

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME FROM DISCONTINUED OPERATIONS

     292,860,254        133,346,815        276,468,807   
  

 

 

   

 

 

   

 

 

 

Due to classification of generation and distribution of energy activities in Chile as discontinued operations, those lines of business are not included in Note 35. Information by segment.

 

 

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

 

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iv. Cash flows

The following table sets for the net cash flows from operating, investing and financing activities attributable to discontinued operations for the years ended December 31, 2015, 2014 and 2013:

 

Statement of cash flows

   12-31-2015
M$
    12-31-2014
M$
    12-31-2013
M$
 

Net cash flows from (used in) operating activities

     576,531,527        264,946,881        442,960,531   

Net cash flows from (used in) investing activities

     (296,741,342     (188,738,471     (106,125,058

Net cash flows from (used in) financing activities

     (273,442,450     (159,144,481     (216,411,065
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of Exchange rate changes

     6,347,735        (82,936,071     120,424,408   

Effect of exchange rate changes on cash and cash equivalents

     4,898,483        1,044,602        388,929   
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     11,246,218        (81,891,469     120,813,337   

Cash and cash equivalents at beginning of period

     133,015,627        214,907,097        94,093,760   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

     144,261,845        133,015,628        214,907,097   
  

 

 

   

 

 

   

 

 

 

5.2 Sale of Concesionaria Túnel El Melón S.A.

In December 2014, Empresa Nacional de Electricidad S.A. and its subsidiary Compañía Eléctrica de Tarapacá S.A. signed a contract to sell all their shares in Sociedad Concesionaria Túnel El Melón S.A. to Temsa Private Investment Fund. Such contract established a number of conditions, which were not fulfilled at the end of 2014, preventing the closure of the sale. The sale was finalized on January 9, 2015 (See Note 31).

Túnel El Melón S.A is a private corporation whose purpose is the construction, maintenance and operation of the public work called the El Melón Tunnel and the provision of ancillary services authorized by the Ministry of Public Works (MOP).

El Melón Tunnel is an alternative route to the road that climbs the El Melon pass, which is located between 126 and 132 kilometers north of Santiago on Route 5. This is the main highway linking the country from Arica to Puerto Montt.

As described in Note 3.k), non-current assets and groups of assets held for sale have been recorded at the lower of their carrying amount and fair value less costs of disposal.

 

 

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

 

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The main items of assets, liabilities and cash flow held for sale as of December 31, 2014, for the aforementioned entity are as follows:

 

     Balance
12/31/2014
 
ASSETS   

CURRENT ASSETS

  

Cash and cash equivalents

     29,701   

Other current non-financial assets

     81,275   

Trade and other current receivables

     758,645   

Current tax assets

     1,401   
  

 

 

 
TOTAL CURRENT ASSETS      871,022   
  

 

 

 

NON-CURRENT ASSETS

 

  

Intangible assets other than goodwill

     4,404,615   

Property, plant and equipment

     81,432   

Deferred tax assets

     2,621,894   
  

 

 

 
TOTAL NON-CURRENT ASSETS      7,107,941   
  

 

 

 
TOTAL ASSETS      7,978,963   
  

 

 

 
LIABILITIES   

CURRENT LIABILITIES

  

Other current financial liabilities

     3,072,179   

Trade and other current payables

     495,235   

Other current non-financial liabilities

     131,030   
  

 

 

 
TOTAL CURRENT LIABILITIES      3,698,444   
  

 

 

 

NON-CURRENT LIABILITIES

  

Other non-current financial liabilities

     1,660,254   

Non-current provisions for employee benefits

     102,423   

Other non-current non-financial liabilities

     27,026   
  

 

 

 
TOTAL NON-CURRENT LIABILITIES      1,789,703   
  

 

 

 
TOTAL LIABILITIES      5,488,147   
  

 

 

 

 

     For the year ended
12/31/2014
 

Summary of net cash flows 

  

Net cash flows from (used in) operating activities

     9,045,775   

Net cash flows from (used in) investment activities

     (5,604,740

Net cash flows from (used in) financing activities

     (3,450,774

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

     (9,739

Effect of exchange rate changes on cash and cash equivalents

     —     

Net increase (decrease) in cash and cash equivalents

     (9,739

Cash and cash equivalents at beginning of period

     39,440   

Cash and cash equivalents at end of period

     29,701   

 

 

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

 

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6. BUSINESS COMBINATION — ACQUISITION OF GASATACAMA.

On April 22, 2014, Endesa Chile acquired the remaining 50% ownership interest in Inversiones GasAtacama Holding Limitada (hereinafter “GasAtacama”) that was owned by Southern Cross Latin America Private Equity Fund III L.P. (hereinafter “Southern Cross”) at that time.

Consequently, the Group now holds 100% of control over GasAtacama, which at the same time is the owner of (i) the Atacama Plant, a 780 MW capacity combined cycle thermal power plant fired by natural gas or diesel oil located in the north of Chile; (ii) the 940 km Atacama Pipeline that runs between Coronel Cornejo in Argentina and Mejillones in Chile; and (iii) the 223 km Taltal Pipeline between Mejillones and Paposo.

Upon obtaining control of GasAtacama, the Group’s total generation capacity in Chile’s northern grid (the Sistema Interconectado del Norte Grande, or SING) reached 1,000 MW, and it is expected to enable us to satisfy greater industrial, residential and mining demand through a competitively priced energy supply with a low environmental impact.

GasAtacama acquisition was recognized using the accounting criteria for business combinations achieved in stages as detailed in Note 2.6.1.

Since the date of acquisition, GasAtacama has contributed ThCh$113,074,006 in revenues and ThCh$33,443,547 in income before tax to the Group’s results. Had the acquisition taken place on January 1, 2014, it is estimated that these amounts would have been ThCh$179,474,707 in revenues and ThCh$41,772,291 in consolidated income before taxes for the year ended December 31, 2014.

a) Consideration transferred

The following table summarizes the fair value of each type of consideration transferred in connection with the GasAtacama acquisition:

 

     ThCh$  

Total price paid

     174,028,622   

Transaction recorded separately from the assets acquired and liabilities assumed (i)

     (16,070,521
  

 

 

 

Total consideration paid in cash

     157,958,101   
  

 

 

 

 

(i) The total consideration transferred was ThCh$174,028,622 and included the assignment of rights to collect on an outstanding loan of ThCh$16,070,521 owed by Pacific Energy Sub Co. (a subsidiary of Southern Cross) to Atacama Finance Co. (a subsidiary of GasAtacama).

b) Acquisition-related costs

Endesa Chile incurred costs for ThCh$23,543 in financial advisory fees related to the acquisition of Inversiones GasAtacama Holding Limitada. These costs were recognized in 2014 under Income after tax from discontinued operations line in the consolidated statements of comprehensive income.

 

 

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

 

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c) Identifiable assets acquired and identifiable liabilities assumed

The following table summarizes the fair values recognized for assets acquired and liabilities assumed in connection with the acquisition:

 

Identifiable assets acquired, net

   Fair Value
ThCh$
 

Cash and cash equivalents

     120,303,339   

Trade and other current receivables

     34,465,552   

Current accounts receivable from related companies

     5,692,257   

Inventories

     15,009,265   

Property, plant and equipment

     199,660,391   

Deferred tax assets

     2,392,531   

Other assets

     23,906,126   

Trade and other current payables

     (30,818,836

Current accounts payable to related companies

     (34,445,277

Deferred tax liabilities

     (28,923,167

Other liabilities

     (10,874,817
  

 

 

 

Total

     296,367,364   
  

 

 

 

No risk of default is expected for the gross amount of trade and other receivables.

Given the nature of GasAtacama’s business and assets, the fair value of the assets acquired and the liabilities assumed was measured using the following valuation approaches:

i. The market approach using the comparison method, based on quoted market prices for identical or comparable items when available.

ii. The cost approach or depreciated replacement cost, which reflects adjustments for physical deterioration and functional and economic obsolescence.

iii. The income approach, which uses valuation techniques that convert future amounts (such as cash flows or income and expenses) into a single current amount (that is, discounted). The fair value measurement reflects current market expectations for those future amounts.

Reconciliation of values

Finally, the fair values were determined from an assessment and reconciliation of the results obtained from the methods selected, based on the nature of each asset acquired and liability assumed.

d) Goodwill

 

     ThCh$  

Total consideration paid

     157,958,101   

Fair value of pre-existing interest in the acquiree

     157,147,000   

Fair value of identifiable net assets acquired

     (296,367,364

Goodwill (See Note 16)

     18,737,737   

The goodwill is attributable primarily to the value of the synergies expected to be obtained by integrating GasAtacama into the Group. These synergies include reduced administrative, research and structure costs, which could be absorbed by Endesa Chile.

 

 

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

 

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e) Remeasurement of pre-existing interest and currency translation differences

The remeasurement of the fair value of Endesa Chile’s pre-existing 50% equity interest in GasAtacama resulted in a gain of ThCh$21,546,320. The gain recognized was the positive difference between the acquisition-date fair value of the pre-existing equity interest of ThCh$157,147,000, and the carrying amount of the investment accounted for using the equity method at the acquisition date of ThCh$135,600,682.

In addition, the exchange differences on translation of the pre-existing equity interest accumulated in the equity of Endesa Chile/Enersis Américas at the acquisition date, were reclassified to profit or loss, resulting in a gain of ThCh$21,006,456.

Both amounts were recognized in year 2014, under Income after tax from discontinued operations line in the consolidated statement of comprehensive income.

As of December 31, 2015, the assets and liabilities of GasAtacama have been classified as held for distribution to owners. Likewise, the results of its operations for the years 2015, 2014 and 2013 have been classified as discontinued operations. (See Note 3.k and 5.1)

 

7. CAPITAL INCREASE.

The Enersis Américas capital increase approved by the Extraordinary Shareholders’ Meeting on December 20, 2012 was completed in the first quarter of 2013; all of the allocated shares were subscribed (see Note 26.1.1).

This capital increase amounted to ThCh$2,845,858,393. Of this, 60.62% of the shares were subscribed by Endesa, S.A. (Enersis’ parent located in Spain) and were paid for with its investments in Latin America valued at ThCh$1,724,400,000. The remaining shares were subscribed and paid with non-controlling interests of Enersis Américas via cash payments of ThCh$1,121,458,393, which included an Allocated capital of ThCh$1,460,503.

Endesa’s contribution was made by transferring all of its shares in Cono Sur Participaciones, S.L., so that all of that corporation’s assets and liabilities, representing holdings in Chile, Argentina, Brazil, Colombia and Peru, were incorporated into Enersis Américas.

The following table summarizes the ownership interests contributed by Endesa, S.A.:

i) Contributions in companies that Enersis Américas controlled before the transaction:

 

Company

   Percentage
contributed
 

Empresa Distribuidora Sur S.A.

     6.23

Enel Brasil S.A.

     28.48

Ampla Energía y Servicos S.A.

     7.70

Ampla Investimentos y Servicos S.A.

     7.70

Compañía Eléctrica San Isidro S.A.

     4.38

Emgesa S.A. E.S.P.

     21.60

Codensa S.A. E.S.P.

     26.66

Inversiones Distrilima S.A.

     34.83

These contributions were recorded using the accounting criteria established in Note 2.6.6, and resulted in a charge of ThCh$947,982,284 to other miscellaneous reserves in Enersis Américas’ Net equity. This amount is the difference between the economic and accounting values of the ownership interests transferred by Endesa, S.A. on the date of the transaction.

 

 

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

 

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Components of other comprehensive income have also been redistributed as needed, with an additional ThCh$41,885,724 charged to other miscellaneous reserves and credited to Reserve for exchange differences on translation. This redistribution, based on the prorated ownership interests contributed by Endesa, S.A., has assigned to the Enersis Américas shareholders their share of Reserve for differences in translation that, prior to the transaction, was assigned to non-controlling interests.

ii) Contributions in companies that Enersis Américas did not control or in which it did not hold an ownership interest prior to the transaction:

 

Company

   Percentage contributed
(directly and indirectly)
 

Eléctrica Cabo Blanco S.A.C

     100.00

Endesa Cemsa S.A.

     55.00

Generalima S.A.C.

     100.00

Empresa Eléctrica de Piura S.A.

     96.50

Inversora Dock Sud S.A.

     57.14

Central Dock Sud S.A.

     39.99

Yacylec S.A.

     22.22

These contributions were recorded using the accounting criteria established in Note 2.6.6 and resulted in a ThCh$92,011,899 credit to other miscellaneous reserves in Enersis Américas’ Net equity. The amount is the difference between the economic and accounting values of the ownership interests transferred by Endesa, S.A. on the date of the transaction.

The following table summarizes the effects of the capital increase on the Enersis Américas’ Consolidated Statement of Financial Position on the date of the transaction:

 

    Cash
Contribution
    Contribution in
companies
previously
controlled
    Contribution in
companies not
previously controlled

or in which a stake
was not held
    Total as of
March 31, 2013
 
    ThCh$     ThCh$     ThCh$     ThCh$  

ASSETS

       

Current assets

    1,121,458,393        —          189,506,588        1,310,964,981   

Non-current assets

    —          —          161,105,666        161,105,666   
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    1,121,458,393        —          350,612,254        1,472,070,647   

LIABILITIES

       

Current liabilities

    —          —          180,637,894        180,637,894   

Non-current liabilities

    —          —          54,241,781        54,241,781   
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

    —          —          234,879,675        234,879,675   

EQUITY

       

Capital increase

    1,119,997,890        1,692,613,860        31,786,140        2,844,397,890   

Share premium for capital increase (other Reserves)

    1,460,503        —          —          1,460,503   

Other miscellaneous reserves

    —          (989,868,008     92,011,899        (897,856,109

Foreign currency translation differences

    —          41,885,724        —          41,885,724   

Equity attributable to shareholders of Enersis Américas

    1,121,458,393        744,631,576        123,798,039        1,989,888,008   

Non-controlling interests

    —          (744,631,576     (8,065,460     (752,697,036
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL EQUITY

    1,121,458,393        —          115,732,579        1,237,190,972   
 

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

    1,121,458,393        —          350,612,254        1,472,070,647   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

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Share issuance costs as of December 31, 2013, amounted to ThCh$23,592,387 and, as indicated in Note 3.t), were recorded in “Other miscellaneous reserves” (see Note 26.5.c.2).

During the 2013 fiscal year the amount of net income attributable to shareholders of Enersis Américas from the ownership interest acquired was ThCh$126,280,714.

 

8. CASH AND CASH EQUIVALENTS.

 

  a) The detail of cash and cash equivalents as of December 31, 2015 and 2014, is as follows:

 

Cash and Cash Equivalents

   Balance as of  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Cash balances

     7,718,308         1,264,361   

Bank balances

     194,453,214         283,305,826   

Time deposits

     573,985,007         922,909,741   

Other fixed-income instruments

     409,006,815         497,265,563   
  

 

 

    

 

 

 

Total

     1,185,163,344         1,704,745,491   
  

 

 

    

 

 

 

Time deposits have a maturity of three months or less from their date of acquisition and accrue the market interest for this type of short-term investment. Other fixed-income investments are mainly comprised of resale agreements maturing in 90 days or less from the date of investment. There are no restrictions for significant amounts of cash availability.

 

  b) The detail of cash and cash equivalents by currency is as follows:

 

Currency

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Chilean peso

     835,468,993         687,912,363   

Argentine peso

     44,883,600         29,065,256   

Colombian peso

     156,731,922         357,337,537   

Brazilian real

     91,204,686         197,723,752   

Peruvian nuevo sol

     34,749,661         105,282,911   

U.S. dollar

     22,124,482         327,423,672   
  

 

 

    

 

 

 

Total

     1,185,163,344         1,704,745,491   
  

 

 

    

 

 

 

 

  c) The following table shows the amounts paid to obtain control of subsidiaries as of December 31, 2015 and 2014:

 

Acquisition of Subsidiaries

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Acquisitions paid in cash and cash equivalents

     —           (157,958,101

Cash and cash equivalents in entities acquired

     —           120,303,339   
  

 

 

    

 

 

 

Total, net (*)

     —           (37,654,762
  

 

 

    

 

 

 

 

(*) See Note 6.

 

 

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

 

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  d) The following table shows a reconciliation of cash and cash equivalents presented in the statement of financial position with cash and cash equivalents in the cash flow statement as of December 31, 2015 and 2014:

 

    Balance as of  
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

Cash and cash equivalents (statement of financial position)

    1,185,163,344        1,704,745,491   

Cash and cash equivalents attributable to assets held for sale (*)

    —          29,702   

Cash and cash equivalents attributable to assets held for distribution to owners (*)

    144,261,845        —     

Cash and cash equivalents (statement of cash flows)

    1,329,425,189        1,704,775,193   

 

(*) See Note 5.1.d) and 5.2.

 

  e) The following amounts have been received from the sale of shares in subsidiaries:

 

Loss of control at Subsidiaries

     12-31-2015
ThCh$
       12-31-2014
ThCh$
 

Amounts received for the sale of subsidiaries(*)

       25,000,000           57,173,142   

Amounts in cash and cash equivalents in entities sold

       (18,360,347        (16,311,571
    

 

 

      

 

 

 

Total net

       6,639,653           40,861,571   
    

 

 

      

 

 

 

 

(*) See Note 2.4.1 and 5.1 iv).

 

  f) The following table sets forth the components of “Other payments for operating activities” line item in the Statement of Cash Flows:

 

Other Payments for Operating Activities

   For the years ended December 31,  
   2015
ThCh$
     2014
ThCh$
     2013
ThCh$
 

Payment for other taxes (VAT, ICMS, PIS/COFINS, Sales taxes, Custom taxes, taxes on bank transfers) (1)

     (809,173,431      (739,417,209      (675,700,287

Payments for collections made under Codensa Hogar contract (2)

     (353,788,383      (398,758,158      (291,017,752

Payments for the Energy Development Account (CDE) (3)

     (112,994,353      (12,365,211      (10,082,367

Other miscellaneous itemized payments for operating activities (4)

     (296,851,011      (267,556,444      (199,554,747
  

 

 

    

 

 

    

 

 

 

Total Other Payments for Operating Activities

     (1,572,807,177      (1,418,097,022      (1,176,355,154
  

 

 

    

 

 

    

 

 

 

 

1. The main elements of payments for other taxes are related to:

ICMS is a Brazilian state value added tax (VAT) on the circulation of goods, telecommunication and transportation services. The ICMS payments were ThCh$ 515,723,919, ThCh$ 463,311,271 and ThCh$ 399,722,066 for the years ended December 31, 2015, 2014 and 2013, respectively.

PIS/COFINS taxes. In Brazil, the “Programa de Integração Social” (PIS) is a social contribution tax, payable by corporations, targeted to finance the payment of unemployment insurance and allowance for low paid workers, while the “Contribuição para o Financiamento da Seguridade Social” (COFINS) is a federal

 

 

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

 

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contribution tax, based on gross revenues of business sales. The total amounts paid for PIS/COFINS were ThCh$ 137,511,696, ThCh$ 91,073,163, and ThCh$ 111,688,753 for the years ended December 31, 2015, 2014 and 2013.

Municipality property taxes in Brazil mainly related to the Company’s public lighting network. The payments were ThCh$ 34,164,970, ThCh$ 75,758,644, and ThCh$ 72,673,497 for the years ended December 31, 2015, 2014 and 2013, respectively.

Payment for taxes on sales in Peru for ThCh$50,560,335, ThCh$49,818,650, and ThCh$40,314,316 for the years ended December 31, 2015, 2014 and 2013, respectively.

 

2. Our Colombian subsidiary Codensa, entered into an arrangement with a third party that develops a business with Codensa’s customers. By virtue of this arrangement, Codensa manages the collection of that third party’s receivables, since they are billed as part of the Codensa’s invoices issued monthly. The payments are related to the monthly collected amounts under the collection management contract, whereas the collections are presented in the line item “Other collections from operating activities”.

 

3. In Brazil, Law 10,438/2002 created the “Conta de Desenvolvimento Energético” (CDE). The CDE is a government fund that aims to promote the development of alternative energy sources, promote globalization of energy services and subsidizes low-income residential customers. The fund is financed through charges included in consumers and generators tariffs and government contributions.

Other miscellaneous aggregate payments for operating activities includes several types of individually non-significant payments related to operating activities.

 

9. OTHER FINANCIAL ASSETS.

The detail of other financial assets as of December 31, 2015 and 2014, is as follows:

 

Other Financial Assets

   Balance as of  
   Current      Non-current  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Available-for-sale financial investments — unquoted equity securities or with limited liquidity

     —           —           616,296         4,275,183   

Available-for-sale financial investments — quoted equity securities

     —           —           —           31,044   

Available-for-sale financial investments IFRIC 12 (*)(**)

     —           —           487,893,679         492,923,605   

Financial assets held to maturity (*)

     27,195,496         38,301,763         39,673         26,340,396   

Hedging derivatives (*)

     1,172,125         1,414,588         978,556         7,229,290   

Financial assets at fair value through profit or loss (*)

     35,467,539         52,677,337         —           —     

Non-hedging derivatives (*)

     4,427,286         7,061,715         —           22,002   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     68,262,446         99,455,403         489,528,204         530,821,520   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(*) See Note 22.1.a

The amounts included in “financial assets held to maturity” and “financial assets at fair value through profit or loss” correspond mainly to time deposits and other highly liquid investments that are readily convertible to cash and subject to a low risk of changes in value, but that do not fulfill the definition of cash equivalent as defined in Note 3.g.2 (e.g. with maturity over 90 days from time of investment).

 

 

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

 

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(**) On September 11, 2012, the Brazilian government issued Temporary Law 579, which became permanent on January 13, 2013 and directly affects companies holding electric power generation, transmission, and distribution concessions, including Ampla and Coelce. Among its provisions, this legislation establishes that the government, as concession grantor, will use the Valor Nuevo de Reemplazo (VNR, New Replacement Value) to make the corresponding indemnity payments to the concessionaires for those assets that have not been amortized at the end of the concession period. Every month the distributors adjust the book value of the financial asset, by calculating the present value of estimated cash flows, using the effective interest rate on the corresponding payment at the end of the concession.

As a result of this new development, the subsidiaries have changed how they measure and classify the amounts they expect to recover in compensation when the concession period ends. The previous approach was based on the historic cost of the investments, and the rights to compensation were recorded as an account receivable. Currently, they are measured on the basis of the VNR, and the compensation rights are classified as financial assets available for sale (see Note 3.g).

 

10. TRADE AND OTHER RECEIVABLES.

a) The detail of trade and other receivables as of December 31, 2015 and 2014, is as follows:

 

Trade and Other Receivables, Gross

   Balance as of  
   12-31-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, gross

     1,194,381,502         398,695,864         1,844,027,889         291,641,675   

Trade receivables, gross

     859,695,602         257,022,423         1,275,999,654         202,932,480   

Other receivables, gross (1)

     334,685,900         141,673,441         568,028,235         88,709,195   

Trade and Other Receivables, Net

   Balance as of  
   12-31-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, net

     1,088,131,567         398,695,864         1,681,686,903         291,641,675   

Trade and other receivables, net

     754,571,268         257,022,423         1,120,897,826         202,932,480   

Other receivables, net (1)

     333,560,299         141,673,441         560,789,077         88,709,195   

 

(1) Includes as of December 31, 2015, mainly accounts receivable related to loans and advances to employees for ThCh$14,081,204 (ThCh$31,042,105 as of December 31, 2014); Resolution 250/13 (applicable in Argentina) on the Cost Monitoring Mechanism (MMC) adjustment for ThCh$0 (ThCh$253,484,218 as of December 31, 2014); Resolution SE 32/2015 (applicable in Argentina) for ThCh$28,174,339 (ThCh$0 as of December 31, 2014)(See Note 4.2); Recoverable taxes (VAT) of ThCh$80,412,497 (ThCh$157,439,993 as of December 31, 2014); and Accounts receivable at our Brazilian subsidiaries Ampla and Coelce, following the signing of the addendum to the concession contracts where the outstanding assets are recoverable and/or can be offset in subsequent tariff periods for ThCh$150,798,761 (ThCh$150,387,462 as of December 31, 2014), which are guaranteed by the Brazilian government.

There are no significant trade and other receivables balances held by the Group that are not available for its use.

The Group does not have customers to which it has sales representing 10% or more of its operating income for the years ended December 31, 2015, 2014 and 2013.

Refer to Note 11.1 for detailed information on amounts, terms and conditions associated with accounts receivable from related companies.

 

 

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

 

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b) As of December 31, 2015 and 2014, the balance of past due but not impaired trade receivables is as follows:

 

Trade Receivables Past Due But Not Impaired

   Balance as of
   12-31-2015     

12-31-2014

   ThCh$     

ThCh$

Less than three months

     117,895,535       152,844,247

Between three and six months

     25,783,187       14,297,179

Between six and twelve months

     28,220,570       63,606,398

More than twelve months

     7,034,594       51,972,887
  

 

 

    

 

Total

     178,933,884       282,720,711
  

 

 

    

 

c) The reconciliation of changes in the allowance for impairment of trade receivables is as follows:

 

Trade Receivables Past Due and Impaired

   Current and
Non-current
ThCh$
 

Balance as of January 1, 2013

     157,841,770   
  

 

 

 

Increases (decreases) for the year (*)

     33,554,637   

Amounts written off

     (18,827,998

Foreign currency translation differences

     (15,700,141
  

 

 

 

Balance as of December 31, 2013

     156,868,268   

Increases (decreases) for the year (*)

     22,848,140   

Amounts written off

     (19,013,041

Foreign currency translation differences

     1,637,619   
  

 

 

 

Balance as of December 31, 2014

     162,340,986   

Increases (decreases) for the year (*)

     46,890,017   

Amounts written off

     (23,480,578

Foreign currency translation differences

     (43,623,000

Other

     —     

Transfer to assets held for distribution to owners

     (35,877,490
  

 

 

 

Balance as of December 31, 2015

     106,249,935   

 

(*) See Note 30 for impairment losses of financial assets.

The increase in the allowance for impairment of trade receivables, related to continuing operations of Enersis Américas, was ThCh$39,779,710 during the year 2015.

Write-offs for bad debt

Past-due debt is written off once all collection measures and legal proceedings have been exhausted and the debtors’ insolvency has been demonstrated. In our generation and transmission business, this process normally takes at least one year of procedures for the few cases that arise in each country. In our distribution business, considering the differences in each country, the process takes at least six months in Argentina and Brazil, 12 months in Colombia and Peru, and 24 months in Chile. Overall, the risk of bad debt, and therefore the risk of writing off our trade receivables, is limited (see Notes 3.g.3 and 21.5).

d) Additional information:

 

    Additional statistical information required under Official Bulletin 715 of the Superintendencia de Valores y Seguros de Chile (Chilean Superintendency of Securities and Insurance) of February 3, 2012 (XBRL Taxonomy). See Appendix 6.

 

    Supplementary information on Trade Receivables, see Appendix 6.1.

 

 

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

 

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11. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

Related party transactions are performed at current market conditions.

Transactions between the Company and its subsidiaries and joint ventures have been eliminated on consolidation and are not itemized in this note.

As of the date of these financial statements, no guarantees have been given or received nor has any allowance for bad or doubtful accounts been recorded with respect to receivable balances for related party transactions.

The controlling shareholder of Enersis Américas is the Italian corporation Enel S.p.A.

11.1 Balances and transactions with related parties

The balances of accounts receivable and payable between the Company and its non-consolidated related companies are as follows:

 

  a) Receivables from related companies

 

                            Balance as of  
                            Current     Non-current  

Taxpayer ID

No. (RUT)

 

Company

 

Country

 

Relationship

 

Currency

 

Description of Transaction

 

Term of
Transaction

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   CH$   Other services   Less than 90 days     —          108,438        —          —     

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Ar$   Dividends   Less than 90 days     —          15,713        —          —     

Foreign

  Endesa, S.A.   Spain   Common Immediate Parent   CH$   Other services   More than 90 days     13,077        61,852        —          —     

Foreign

  Endesa, S.A.   Spain   Common Immediate Parent   CP   Other services   More than 90 days     28,628        —          —          —     

Foreign

  Endesa, S.A.   Spain   Common Immediate Parent   Euros   Other services   More than 90 days     5,833        —          —          —     

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.(*)   Chile   Common Immediate Parent   CH$   Energy sales   Less than 90 days     —          273,705        —          —     

96.880.800-1

  Empresa Eléctrica Puyehue S.A. (*)   Chile   Common Immediate Parent   CH$   Energy sales   Less than 90 days     —          64        —          —     

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   CP   Other services   Less than 90 days     30,373        26,514        —          —     

Foreign

  Endesa Operaciones y Servicios Comerciales   Spain   Common Immediate Parent   CP   Other services   Less than 90 days     114,758        78,172        —          —     

Foreign

  SACME   Argentina   Associate   Ar$   Other services   Less than 90 days     42,003        47,811        355,485        486,605   

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   CH$   Other services   Less than 90 days     —          846,807        —          —     

Foreign

  Enel Iberoamérica S.R.L.   Spain   Parent   CP   Other services   Less than 90 days     3,276        —          —          —     

Foreign

  Enel Iberoamérica S.R.L.   Spain   Parent   Euros   Other services   Less than 90 days     931,267        —          —          —     

96.806.130-5

  Electrogas S.A.(*)   Chile   Associate   CH$   Dividends   Less than 90 days     —          1,477,177        —          —     

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   CH$   Energy sales   Less than 90 days     —          649,986        —          —     

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   US$   Advance natural gas purchases   Less than 90 days     —          11,845,926        —          —     

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   US$   Other services   Less than 90 days     —          1,644,650        —          —     

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   US$   Loans   Less than 90 days     —          549,359        —          —     

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   CP   Energy sales   Less than 90 days     553,472        513,804        —          —     

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   CP   Other services   Less than 90 days     216,682        130,431        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Other services   Less than 90 days     36,067        36,067        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Commodity derivatives   Less than 90 days     —          99,662        —          —     

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   CH$   Other services   Less than 90 days     —          10,299        —          —     

Foreign

  Enel Trade S.p.A.   Italy   Common Immediate Parent   CH$   Other services   Less than 90 days     —          3,256        —          —     

76.126.507-5

  Parque Eolico Talinay Oriente SA(*)   Chile   Common Immediate Parent   CH$   Energy sales   Less than 90 days     —          21,647        —          —     

Foreign

  Enel S.p.A.   Italy   Parent   CH$   Other services   Less than 90 days     99,972        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Euros   Other services   Less than 90 days     145,858        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   CP   Other services   Less than 90 days     116,940        —          —          —     

Foreign

  Enel Green Power Cristal Eolica   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     343        —          —          —     

Foreign

  Enel Green Power Emiliana Eolica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     460        —          —          —     

Foreign

  Enel Green Power Joana Eolica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     460        —          —          —     

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     538        —          —          —     

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     469        —          —          —     

Foreign

  Enel Green Power Primavera Eolica   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     344        —          —          —     

Foreign

  Enel Green Power SAO Judas Eolica   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     341        —          —          —     

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     263        —          —          —     

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     429        —          —          —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Real   Tolls   Less than 90 days     429        —          —          —     

Foreign

  Energía Nueva Energía Limpia Mexico S.R.L   Mexico   Common Immediate Parent   CH$   Other services   Less than 90 days     15,306        —          —          —     

Foreign

  Enel Green Power Colombia   Colombia   Common Immediate Parent   CP   Other services   Less than 90 days     978,185        —          —          —     

Foreign

  Enel Green Power Participaçôes Ltda.   Brazil   Common Immediate Parent   US$   Other services   Less than 90 days     21,454        —          —          —     

Foreign

  Enel Soluçôes Energeticas   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     54        —          —          —     

Foreign

  Enel Green Power Maniçoba   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     626        —          —          —     

Foreign

  Enel Green Power Esperanca   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     585        —          —          —     

Foreign

  Enel Green Power Damascena   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     624        —          —          —     

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     207,814        —          —          —     
             

 

 

   

 

 

   

 

 

   

 

 

 

Total

    3,566,930        18,441,340        355,485        486,605   
             

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) As of December 31, 2015, the receivable balances have been classified in the statement of financial position as non-current assets or disposal groups held for sale or held for distribution to owners.

 

 

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

 

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  b) Accounts payable to related companies

 

                            Balance as of  
                            Current     Non-current  

Taxpayer ID
No. (RUT)

 

Company

 

Country

 

Relationship

  Currency  

Description of Transaction

 

Term of Transaction

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Ar$   Dividends   Less than 90 days     59,416        77,779        —          —     

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   CH$   Dividends   Less than 90 days     58,897,984        73,806,006        —          —     

Foreign

  Enel Latinoamérica S.A.   Spain   Common Immediate Parent   CP   Other services   Less than 90 days     40,920        —          —          —     

96.524.140-K

  Empresa Electrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   CH$   Energy purchases   Less than 90 days     —          1,708,804        —          —     

Foreign

  SACME   Argentina   Associate   Ar$   Other services   Less than 90 days     161,015        163,661        —          —     

96.806.130-5

  Electrogas S.A.(*)   Chile   Associate   CH$   Other services   Less than 90 days     —          335,962        —          —     

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   US$   Natural gas purchases   Less than 90 days     —          19,808,375        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Fuel purchases   Less than 90 days     —          2,881,032        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Other services   Less than 90 days     28,617        —          —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Commodity derivatives   Less than 90 days     —          1,102,253        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   CH$   Dividends   Less than 90 days     29,658,243        37,165,229        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   CP   Other services   Less than 90 days     302,025        25,746        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   CH$   Other services   Less than 90 days     —          296,242        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   Euros   Other services   Less than 90 days     414,397        305,654        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   Real   Other services   Less than 90 days     384,082        41,136        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   Sol   Other services   Less than 90 days     —          9,900        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   Ar$   Other services   Less than 90 days     173,687        68,371        —          —     

Foreign

  Enel Iberoamérica SRL   Spain   Parent   US$   Other services   Less than 90 days     —          767,673        —          —     

Foreign

  Enel Distribuzione   Italy   Common Immediate Parent   CH$   Other services   Less than 90 days     —          73,730        —          —     

Foreign

  Enel Distribuzione   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     194,151        415,824        —          —     

Foreign

  Enel Produzione   Italy   Common Immediate Parent   CH$   Other services   Less than 90 days     —          99,837        —          —     

Foreign

  Enel Produzione   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     184,373        —          —          —     

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   CH$   Other services   Less than 90 days     1,513,001        2,024,190        —          —     

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     192,920        243,076        —          —     

Foreign

  Enel Ingegneria e Ricerca   Italy   Common Immediate Parent   Real   Other services   Less than 90 days     —          553,346        —          —     

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda. (*)   Chile   Joint Venture   CH$   Other services   Less than 90 days     —          157,762        —          —     

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   CP   Energy purchases   Less than 90 days     1,121,851        1,029,940        —          —     

Foreign

  Enel Green Power Spain SL   Spain   Common Immediate Parent   CH$   Other services   Less than 90 days     —          23,982        —          —     

Foreign

  Endesa, S.A.   Spain   Common Immediate Parent   CH$   Other services   Less than 90 days     —          129,492        —          —     

Foreign

  Endesa, S.A.   Spain   Common Immediate Parent   Euros   Other services   Less than 90 days     74,089        —          —          —     

Foreign

  Parque Eolico Cristal   Brazil   Common Immediate Parent   CH$   Energy purchases   Less than 90 days     —          365,620        —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Real   Other services   Less than 90 days     12,027,207        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Euros   Other services   Less than 90 days     2,841,305        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   Euros   Other services   Less than 90 days     9,039        —          —          —     

Foreign

  Enel S.p.A.   Italy   Parent   CP   Other services   Less than 90 days     59,242        —          —          —     

Foreign

  Enel Green Power Emiliana Eolica Sa   Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     152,859        —          —          —     

Foreign

  Enel Green Power Joana Eolica Sa   Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     110,781        —          —          —     

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     234,876        —          —          —     

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     157,329        —          —          —     

Foreign

  Enel Green Power Tacaicó   Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     72,411        —          —          —     

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     183,859        —          —          —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Real   Energy purchases   Less than 90 days     195,699        —          —          —     

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   CH$   Other services   Less than 90 days     —          —          —          —     

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   Euros   Other services   Less than 90 days     82,220        —          —          —     

Foreign

  Enel Green Power Desenvolvimiento Ltda   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     286,224        —          —          —     

Foreign

  Enel Green Power Brasil   Brazil   Common Immediate Parent   Real   Other services   Less than 90 days     19,140        —          —          —     

Foreign

  Enel Green Power Italia   Italy   Common Immediate Parent   CP   Other services   Less than 90 days     64,546        —          —          —     
             

 

 

   

 

 

   

 

 

   

 

 

 

Total

    109,897,508        143,680,622        —          —     
             

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) As of December 31, 2015, the payable balances have been classified in the statement of financial position as non-current assets or disposal groups held for sale or held for distribution to owners.

 

 

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

 

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  c) Significant transactions and effects on income/expenses:

Transactions with related companies that are not consolidated and their effects on profit or loss are as follows:

 

Taxpayer ID

No. (RUT)

 

Company

 

Country

 

Relationship

 

Description of Transaction

  12-31-2015
Total
ThCh$
    12-31-2014
Total
ThCh$
    12-31-2013
Total
ThCh$
 

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   Other operating income     275,290        55,980        99,654   

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   Natural gas sales     14,604,841        —          21,397,171   

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Interest on financial debt     —          —          (1,654,945

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Other fixed operating expenses     (107,759     (35,921     (314,422

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Fuel consumption     (15,030,911     (30,318,202     (47,540,061

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Other fixed operating expenses     (120,896     —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Other operating income     —          17,157        —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Commodity derivatives     (2,144,063     (2,521,138     —     

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   Natural gas consumption     (123,964,573     (114,115,041     (60,095,868

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   Natural gas transportation     (52,195,582     (39,638,398     (34,796,720

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   Other services rendered     54,377        56,042        769,402   

76.418.940-k

  GNL Chile S.A. (*)   Chile   Associate   Other financial income     81,749        58,169        40,124   

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   Energy sales     3,260,734        2,671,120        2,808,698   

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   Electricity tolls     151,088        47,263        —     

76.788.080-4

  GNL Quintero S.A. (*)   Chile   Associate   Other services rendered     650,390        956,854        835,543   

Foreign

  SACME   Argentina   Associate   Outsourced services     (1,969,563     (1,407,349     (1,317,402

96.880.800-1

  Empresa Eléctrica Puyehue S.A. (*)   Chile   Common Immediate Parent   Energy purchases     —          (3,805     (109,699

96.880.800-1

  Empresa Eléctrica Puyehue S.A. (*)   Chile   Common Immediate Parent   Electricity tolls     —          (12,399     —     

96.880.800-1

  Empresa Eléctrica Puyehue S.A. (*)   Chile   Common Immediate Parent   Energy sales     —          34,253        227,765   

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Energy purchases     (10,600,564     (10,113,496     (6,118,816

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Electricity tolls     (292,198     (260,495     —     

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Other services rendered     392,312        197,812        —     

96.524.140-K

  Empresa Eléctrica Panguipulli S.A. (*)   Chile   Common Immediate Parent   Energy sales     286,833        942,615        356,056   

Foreign

  Enel Iberoamérica S.R.L.   Spain   Parent   Other fixed operating expenses     (1,175,297     (2,860,930     (2,010,628

Foreign

  Enel Iberoamérica S.R.L.   Spain   Parent   Other operating income     3,491        —          —     

96.806.130-5

  Electrogas S.A. (*)   Chile   Associate   Gas tolls     (3,296,956     (3,409,581     (2,734,877

96.806.130-5

  Electrogas S.A. (*)   Chile   Associate   Fuel consumption     (952,044     (434,289     (428,555

Foreign

  Endesa Operaciones y Servicios   Spain   Common Immediate Parent   Other operating income     172,728        163,226        134,775   

Foreign

  PH Chucas Costa Rica   Costa Rica   Common Immediate Parent   Other services rendered     1,188,564        —          236,173   

Foreign

  Enel Ingegneria Ricerca   Italy   Common Immediate Parent   Other services rendered     35,773        33,970        32,569   

Foreign

  Enel Ingegneria Ricerca   Italy   Common Immediate Parent   Other fixed operating expenses     (2,241,294     (708,903     (1,196,294

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Energy sales     4,263,174        3,250,149        9,146,049   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Other operating income     —          —          186,496   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Other services rendered     2,951,317        3,142,758        2,624,191   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Other financial income     —          —          868,710   

Foreign

  Empresa de Energía de Cundinamarca S.A.   Colombia   Joint Venture   Electricity tolls     (1,725,582     (1,731,368     (1,367,029

76.652.400-1

  Centrales Hidroeléctricas de Aysen S.A. (*)   Chile   Joint Venture   Other financial income     —          23,891        46,444   

76.652.400-1

  Centrales Hidroeléctricas de Aysen S.A. (*)   Chile   Joint Venture   Other services rendered     (9,322     —          10,281   

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1) (*)   Chile   Joint Venture   Energy purchases     —          (3,322,616     (9,295,172

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1) (*)   Chile   Joint Venture   Natural gas transportation     —          (7,764,442     (20,937,075

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1) (*)   Chile   Joint Venture   Energy sales     —          1,858,318        95,845   

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1) (*)   Chile   Joint Venture   Other financial income     —          229,609        489,864   

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1) (*)   Chile   Joint Venture   Other fixed operating expenses     —          (5,487     (219,671

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda. (*)   Chile   Joint Venture   Electricity tolls     (1,473,974     (1,378,743     (1,243,417

Foreign

  Endesa, S.A.   Spain   Common Immediate Parent   Other operating income     36,266        57,623        —     

Foreign

  Endesa, S.A.   Spain   Common Immediate Parent   Other fixed operating expenses     (174,638     —          —     

Foreign

  Compañía Energética Veracruz S.A.C.   Peru   Common Immediate Parent   Other services rendered     —          3,022        —     

Foreign

  Enel Trade SpA   Italy   Common Immediate Parent   Other operating income     —          3,222        —     

Foreign

  Enel Trade SpA   Italy   Common Immediate Parent   Other fixed operating expense     (216,437     —          —     

Foreign

  Enel Trade SpA   Italy   Common Immediate Parent   Commodity derivatives     (833,366     —          —     

76.321.458-3

  Sociedad Almeyda Solar SpA(*)   Chile   Common Immediate Parent   Energy purchases     (3,264,764     —          —     

76.321.458-3

  Sociedad Almeyda Solar SpA(*)   Chile   Common Immediate Parent   Electricity tolls     (153,929     —          —     

76.321.458-3

  Sociedad Almeyda Solar SpA(*)   Chile   Common Immediate Parent   Other services rendered     109,891        —          —     

76.321.458-3

  Sociedad Almeyda Solar SpA(*)   Chile   Common Immediate Parent   Energy sales     87,062        —          —     

76.052.206-6

  Parque Eolico Valle de los Vientos S.A. (*)   Chile   Common Immediate Parent   Energy purchases     (14,929,463     —          —     

76.052.206-6

  Parque Eolico Valle de los Vientos S.A. (*)   Chile   Common Immediate Parent   Energy sales     670,035        —          —     

Foreign

  Enel SpA   Italy   Parent   Other fixed operating expense     (13,567,378     —          —     

Foreign

  Enel SpA   Italy   Parent   Other fixed operating expense     (72,057     —          —     

Foreign

  Enel SpA   Italy   Parent   Other operating income     124,626        —          —     

Foreign

  Enel Italia   Italy   Common Immediate Parent   Other fixed operating expense     (168,463     —          —     

76.179.024-2

  Parque Eolico Tal Tal S.A. (*)   Chile   Common Immediate Parent   Energy purchases     (26,456,188     —          —     

76.179.024-2

  Parque Eolico Tal Tal S.A. (*)   Chile   Common Immediate Parent   Energy sales     217,448        —          —     

Foreign

  Quatiara Energía S.A.   Brazil   Common Immediate Parent   Energy purchases     (65,275     —          —     

Foreign

  Enel Green Power Cristal Eolica   Brazil   Common Immediate Parent   Other services rendered     5,404        —          —     

Foreign

  Enel Green Power SAO Judas Eolica   Brazil   Common Immediate Parent   Other services rendered     5,380        —          —     

Foreign

  Enel Green Power Primavera Eolica   Brazil   Common Immediate Parent   Other services rendered     5,430        —          —     

Foreign

  Enel Green Power Emiliana Sa   Brazil   Common Immediate Parent   Energy purchases     (1,982,654     —          —     

Foreign

  Enel Green Power Emiliana Sa   Brazil   Common Immediate Parent   Other services rendered     7,802        —          —     

Foreign

  Enel Green Power Joana Sa   Brazil   Common Immediate Parent   Energy purchases     (1,463,855     —          —     

Foreign

  Enel Green Power Joana Sa   Brazil   Common Immediate Parent   Other services rendered     7,208        —          —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Energy purchases     (2,397,927     —          —     

Foreign

  Enel Green Power Pau Ferro Eólica Sa   Brazil   Common Immediate Parent   Other services rendered     3,523        —          —     

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Energy purchases     (2,313,314     —          —     

 

 

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

 

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Taxpayer ID

No. (RUT)

 

Company

 

Country

 

Relationship

 

Description of Transaction

  12-31-2015
Total
ThCh$
    12-31-2014
Total
ThCh$
    12-31-2013
Total
ThCh$
 

Foreign

  Enel Green Power Pedra Do Gerônimo Eólic   Brazil   Common Immediate Parent   Other services rendered     3,461        —          —     

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Energy purchases     (910,249     —          —     

Foreign

  Enel Green Power Tacaicó Eólica Sa   Brazil   Common Immediate Parent   Other services rendered     2,124        —          —     

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Energy purchases     (2,978,980     —          —     

Foreign

  Enel Green Power Modelo I Eolica SA   Brazil   Common Immediate Parent   Other services rendered     7,114        —          —     

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Energy purchases     (1,997,894     —          —     

Foreign

  Enel Green Power Modelo II Eolica SA   Brazil   Common Immediate Parent   Other services rendered     6,218        —          —     

Foreign

  Enel Produzione   Italy   Common Immediate Parent   Other fixed operating expense     (403,404     —          —     

Foreign

  Energía Nueva Energía Limpia Mexico S.R.L   Mexico   Common Immediate Parent   Other services rendered     16,312        —          —     

Foreign

  Enel Green Power Italia   Italy   Common Immediate Parent   Other fixed operating expense     (68,787     —          —     

Foreign

  Enel Green Power Damascena S.A.   Brazil   Common Immediate Parent   Other services rendered     2,723        —          —     

Foreign

  Enel Green Power Esperança S.A.   Brazil   Common Immediate Parent   Other services rendered     2,545        —          —     

Foreign

  Enel Green Power Maniçoba S.A.   Brazil   Common Immediate Parent   Other services rendered     2,723        —          —     

Foreign

  Enel Solucoes Energeticas Ltda   Brazil   Common Immediate Parent   Other services rendered     298        —          —     

Foreign

  Yacylec   Argentina   Associate   Other services rendered     12,886        —          —     

Foreign

  Yacylec   Argentina   Associate   Other services rendered     (122,237     —          —     

76.126.507-5

  Parque Eolico Talinay Oriente SA (*)   Chile   Common Immediate Parent   Energy sales     153,158        —          —     

76.126.507-5

  Parque Eolico Talinay Oriente SA (*)   Chile   Common Immediate Parent   Energy purchases     (505,404     (5,141,912     (1,148,277
         

 

 

   

 

 

   

 

 

 

Total

            (262,484,943     (211,381,462     (152,123,118
         

 

 

   

 

 

   

 

 

 

 

(*) For the year ended December 31, 2015, 2014 and 2013, the effects on profit or loss of the transactions with related companies in Chile have been classified as discontinued operations in the consolidated statement of comprehensive income.

 

  (1) See Notes 2.4.1, 6 and 14.

Transfers of short-term funds between related companies are treated as current accounts changes, with variable interest rates based on market conditions used for the monthly balance. The resulting amounts receivable or payable are usually at 30 days term, with automatic rollover for the same periods and amortization in line with cash flows.

11.2 Board of directors and key management personnel

Enersis Américas is managed by Board of Directors which consists of seven members. Each director serves for a three-year term after which they can be reelected.

The Board of Directors as of December 31, 2015, was elected at the Ordinary Shareholders Meeting held on April 28, 2015. The current Chairman of the Board was designated at a Board meeting held on June 30, 2015, and new directors were appointed to replace those who resigned during the period. The Vice Chairman and Secretary were designated at the Board meeting held on April 28, 2015.

a) Accounts receivable and payable and other transactions

 

    Accounts receivable and payable

There are no outstanding amounts receivable or payable between the Company and the members of the Board of Directors and key management personnel.

 

    Other transactions

No transactions other than the payment of remuneration have taken place between the Company and the members of the Board of Directors and key management personnel and other than transactions in the normal course of business-electricity supply.

b) Compensation for directors

In accordance with Article 33 of Law No. 18,046 governing stock corporations, the compensation of Directors is established each year at the Ordinary Shareholders Meeting of Enersis Américas S.A.

 

 

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

 

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The remuneration consists of paying a variable annual compensation equal to one one-thousandth of the profit for the year (attributable to Shareholders of Enersis Américas). Also, each member of the Board will be paid a monthly compensation, one part a fixed monthly fee and another part dependent on meetings attended. The breakdown of this compensation is as follows:

 

    180 UF as a fixed monthly fee, and

 

    66 UF as per diem for each Board meeting attended.

The amounts paid for the monthly fee will be treated as payment in advance of the variable annual compensation described above. As stated in the by-laws, the remuneration for the Chairman of the Board will be twice that of a Director, and the compensation of the Vice Chairman will be 50% higher than that of a Director.

Any advance payments received will be deducted from the annual variable compensation, with no reimbursement if the annual variable compensation is lower than the total amount paid in advances. The variable compensation will be paid, when appropriate, after the Ordinary Shareholders’ Meeting approves the Annual Report, Balance Sheet and Financial Statements, and the Independent Auditors’ Reports and Account Inspectors’ Reports for the year ended December 31, 2015.

If any Director of Enersis Américas S.A. is a member of more than one Board in any Chilean or foreign subsidiaries and/or associates, or holds the position of director or advisor in other Chilean or foreign companies or legal entities in which Enersis Américas S.A. has a direct or indirect ownership interest, that Director can be compensated for his/her participation in only one of those Boards or Management Committees.

The Executive Officers of Enersis Américas S.A. and/or any of its Chilean or foreign subsidiaries or associates will not receive any compensation or per diem if they hold the position of director in any of the Chilean or foreign subsidiaries or associates of Enersis Américas S.A. Nevertheless, the executives may receive such compensation or per diem, provided there is prior express authorization, as a payment in advance of the variable portion of their remuneration received from the respective companies through which they are employed.

Directors’ Committee:

Each member of the Directors’ Committee will receive a variable remuneration equal to 0.11765 thousandth of the profit for the year (attributable to shareholders of Enersis Américas). Also each member will be paid a monthly compensation, one part in a fixed monthly fee and another part dependent on meetings attended.

This remuneration is broken down as follows:

 

    60.00 UF as a fixed monthly fee, and

 

    22.00 UF as per diem for each Board meeting attended.

The amounts paid for the monthly fee will be treated as payment in advance of the variable annual compensation described above.

Any advance payments received will be deducted from the annual variable compensation, with no reimbursement if the annual variable compensation is lower than the total amount paid in advances. The variable compensation will be paid, when appropriate, after the Ordinary Shareholders’ Meeting approves the Annual Report, Balance Sheet and Financial Statements, and the Independent Auditors’ Reports and Account Inspectors’ Reports for the year ended December 31, 2015.

 

 

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

 

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The following tables show details of the compensation paid to the members of the Board of Directors of Enersis Américas for the years ended December 31, 2015, 2014 and 2013:

 

Taxpayer ID

No. (RUT)

 

Name

 

Position

 

12-31-2015

 
     

Period in position

  Enersis
Américas Board
ThCh$
    Board of
Subsidiaries
ThCh$
    Directors’
Committee
ThCh$
 

Foreigner

  Francisco de Borja Acha Besga (1)   Chairman   June - December 2015     —          —          —     

5.710.967-K

  Pablo Yrarrázaval Valdés (1)   Chairman   Year 2014     20,184        —          —     

6.243.657-3

  Jorge Rosenblut Ratinoff (1)   Chairman   January - June 2015     77,861        —          —     

Foreigner

  Francesco Starace (2)   Vice Chairman   June - December 2015     —          —          —     

Foreigner

  Borja Prado Eulate   Vice Chairman   January - April 2015     45,292        —          —     

7.052.890-8

  Carolina Schmidt Zaldivar (3)   Director   January - June 2015     33,532        —          8,745   

4.975.992-4

  Herman Chadwick Piñera (3)   Director   June - December 2015     53,679        —          21,428   

6.429.250-1

  Rafael Fernández Morandé   Director   January -December 2015     97,303        —          36,914   

4.132.185-7

  Hernán Somerville Senn   Director   January -December 2015     95,613        —          36,914   

Foreigner

  Andrea Brentan   Director   January - April 2015     22,743        —          —     

5.719.922-9

  Leonidas Vial Echeverría (3)   Director   Year 2014     14,785        —          —     

Foreigner

  Alberto de Paoli (4)   Director   January - December 2015     —          —          —     

Foreigner

  Francesca Di Carlo (5)   Director   April - December 2015     —          —          —     
       

 

 

   

 

 

   

 

 

 

TOTAL

    460,992        —          104,001   
       

 

 

   

 

 

   

 

 

 

Taxpayer ID

No. (RUT)

 

Name

 

Position

 

12-31-2014

 
     

Period in position

  Enersis
Américas Board
ThCh$
    Board of
Subsidiaries
ThCh$
    Directors’
Committee
ThCh$
 

5.710.967-K

  Pablo Yrarrázaval Valdés (1)   Chairman   January - October 2014     98,698        —          —     

6.243.657-3

  Jorge Rosenblut Ratinoff   Chairman   November -December 2014     25,414        —          —     

Foreigner

  Borja Prado Eulate   Vice Chairman   January - December 2014     86,425        —          —     

7.052.890-8

  Carolina Schmidt Zaldivar   Director   November - December 2014     13,038        —          3,192   

5.719.922-9

  Leonidas Vial Echeverría   Director   January - October 2014     47,758        —          14,236   

6.429.250-1

  Rafael Fernández Morandé   Director   January - December 2014     60,779        —          18,731   

4.132.185-7

  Hernán Somerville Senn   Director   January - December 2014     62,387        —          18,731   

Foreigner

  Andrea Brentan   Director   January - December 2014     19,738        —          —     
       

 

 

   

 

 

   

 

 

 

TOTAL

    414,237        —          54,890   
       

 

 

   

 

 

   

 

 

 

Taxpayer ID

No. (RUT)

 

Name

 

Position

 

12-31-2013

 
     

Period in position

  Enersis
Américas Board
ThCh$
    Board of
Subsidiaries
ThCh$
    Directors’
Committee
ThCh$
 

5.710.967-K

  Pablo Yrarrázaval Valdés   Chairman   January - December 2013     110,323        —          —     

Foreigner

  Borja Prado Eulate   Vice Chairman   April - September 2013     52,523        —          —     

48.070.966-7

  Rafael Miranda Robredo   Director   January - December 2013     18,639        —          —     

5.719.922-9

  Leonidas Vial Echeverría   Director   January - December 2013     50,598        —          15,859   

6.429.250-1

  Rafael Fernández Morandé   Director   January - December 2013     55,162        —          16,691   

4.132.185-7

  Hernán Somerville Senn   Director   January -December 2013     53,638        —          16,276   

5.715.860-3

  Eugenio Tironi Barrios   Director   January - April 2013     20,146        —          —     
       

 

 

   

 

 

   

 

 

 

TOTAL

    361,029        —          48,826   
       

 

 

   

 

 

   

 

 

 

 

(1) Mr. Jorge Rosenblut became Chairman on November 4, 2014, replacing Pablo Yrarrázaval, who served until October 28, 2014. On June 30, 2015, Mr. Jorge Rosenblut resigned to his position and Mr. Francisco de Borja Acha Besga was appointed as Chairman.
(2) Mr. Francesco Starace became Vice Chairman on April 28, 2015. He is not remunerated
(3) Ms. Carolina Schmidt became a Director on November 4, 2014, replacing Leonidas Vial, who served until October 30, 2014. On June 26, 2015, Ms. Carolina Schmidt resigned to her position and Mr. Herman Chadwick Piñera replaced her as Director on June 30, 2015.
(4) Mr. Alberto de Paoli was appointed to the Board of Directors member in November 2014. He is not remunerated
(5) Ms. Francesca Di Carlo was appointed to the Board of Directors member on April 28, 2015. He is not remunerated.

For additional information see Note 41.

 

 

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

 

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c) Guarantees established by the Company in favor of the directors

No guarantees have been given to the directors.

11.3  Compensation for key management personnel

a) Remunerations received by key management personnel

 

Key Management Personnel

Taxpayer ID

No. (RUT)

  

Name

  

Position

Foreigner

   Luca D’Agnese (1)    Chief Executive Officer

7.750.368-4

   Daniel Fernandez Koprich (2)    Deputy Chief Executive Officer

24.852.381-6

   Francisco Galán Allue (5)    Administration, Finance and Control Officer

Foreigner

   Marco Fadda    Planning and Control Officer

Foreigner

   Alain Rosolino    Internal Audit Officer

24.852.388-3

   Francesco Giogianni (6)    Institutional Relations Manager

15.307.846-7

   José Miranda Montecinos (3)    Communications Officer

10.664.744-5

   Paola Visintini Vaccarezza (4)    Human Resources and Organization Officer

7.625.745-0

   Antonio Barreda Toledo (7)    Procurement Officer

6.973.465-0

   Domingo Valdés Prieto    General Counsel and Secretary to the Board

 

(1) On January 29, 2015, Mr. Luca D’Agnese became CEO replacing Mr. Luigi Ferraris who submitted his voluntarily resignation from Enersis Américas, and served until that date. Mr. Luigi Ferraris had become CEO replacing Mr. Ignacio Antoñanzas on November 12, 2014.
(2) On November 12, 2014, Mr. Daniel Fernandez Koprich became Deputy CEO replacing Mr. Massimo Tambosco.
(3) On December 1, 2014, Mr. José Miranda Montecinos became Communications Manager replacing Mr. Daniel Horacio Martini, who submitted his voluntarily resignation from Enersis Américas, and served until December 1, 2014.
(4) On December 12, 2014, Ms. Paola Visintini Vaccarezza became of Human Resources and Organizational Manager replacing Mr. Carlos Niño, who submitted his voluntarily resignation from Enersis Américas, and served until November 25, 2014.
(5) On December 15, 2014, Mr. Francisco Galán Allue became Administration, Finance and Control Manager replacing Mr. Eduardo Escaffi.
(6) On December 15, 2014, Mr. Francesco Giogianni became Institutional Relations Manager.
(7) On January 29, 2015, Mr. Antonio Barreda Toledo became Procurement Officer replacing Mr. Eduardo López Miller.

Incentive plans for key management personnel

Enersis Américas has implemented an annual bonus plan for its executives based on meeting company-wide objectives and on the level of their individual contribution in achieving the overall goals of the Group. The plan provides for a range of bonus amounts according to seniority level. The bonuses paid to the executives consist of a certain number of monthly gross remunerations.

 

 

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

 

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Compensation received by key management personnel is the following:

 

     Balance as of  
     12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Cash compensation

     3,308,345         3,028,193         2,522,068   

Short-term benefits for employees

     352,329         830,052         514,139   

Other long-term benefits

     449,243         562,074         612,627   
  

 

 

    

 

 

    

 

 

 

Total

     4,109,917         4,420,319         3,648,834   
  

 

 

    

 

 

    

 

 

 

b) Guarantees established by the Company in favor of key management personnel

No guarantees have been given to key management personnel.

11.4  Compensation plans linked to share price

There are no payment plans granted to the Directors or key management personnel based on the price of Enersis Américas stock.

 

12. INVENTORIES.

The detail of inventories as of December 31, 2015 and 2014 is as follows:

 

Classes of Inventories

   Balance as of  
   12-31-2015      12-31-2014  
   ThCh$      ThCh$  

Goods

     872,084         1,270,326   

Supplies for Production

     16,060,887         43,547,980   

Gas

     —           1,407,285   

Oil

     13,602,708         20,642,086   

Coal

     2,458,179         21,498,609   

Other inventories (*)

     78,124,926         88,701,848   
  

 

 

    

 

 

 

Total

     95,057,897         133,520,154   
  

 

 

    

 

 

 

Detail of other inventories

     

(*) Other inventories

     78,124,926         88,701,848   

Supplies for projects and spare parts

     22,871,137         71,641,346   

Electrical materials

     55,253,789         17,060,502   

There are no inventories pledged as security for liabilities.

For the year ended December 31, 2015, raw materials and consumables used recognized as fuel expenses were ThCh$585,616,918, out of which ThCh$258,113,922 corresponds to continuing operations (ThCh$511,014,654 and ThCh$386,116,195 for the years ended December 31, 2014 and 2013, respectively, out of which ThCh$205,534,394 and ThCh$174,504,021 correspond to continuing operations, respectively). See Note 28.

As of December 31, 2015 and 2014, no inventories have been written down.

 

 

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

 

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13. CURRENT TAX ASSETS AND LIABILITIES.

The detail of current tax receivables as of December 31, 2015 and 2014 is as follows:

 

Tax Receivables

   Balance as of  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Monthly provisional tax payments

     45,274,710         59,831,897   

Tax credit for absorbed profits

     47,244         20,104,186   

Tax credit for training expenses

     80,000         301,800   

Tax credits from dividends received abroad

     —           28,047,776   

Other

     2,052,634         2,286,863   
  

 

 

    

 

 

 

Total

     47,454,588         110,572,522   
  

 

 

    

 

 

 

The detail of current tax payables as of December 31, 2015 and 2014 is as follows:

 

     Balance as of  

Tax Payables

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Income tax

     142,607,960         115,472,313   
  

 

 

    

 

 

 

Total

     142,607,960         115,472,313   
  

 

 

    

 

 

 

 

 

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

 

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14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD.

14.1. Investments accounted for using the equity method

 

  a. The following tables present the changes in shareholders’ equity of the Group’s equity method investments during the years 2015 and year 2014:

 

Taxpayer ID 
No.

 

Changes in Investments in Associates

 

Relationship

 

Country

  Currency     Ownership
Interest
    Balance
as of

01/01/2015
ThCh$
    Additions
ThCh$
    Share of
Profit
(Loss)
ThCh$
    Dividends
declared
ThCh$
    Foreign
Currency
Translation
ThCh$
    Other
Comprehensive
Income
ThCh$
    Other
Increases
(Decreases)
ThCh$
    Balance
as of

12/31/2015
ThCh$
    Transfer
to assets
held for
distribution

to owners
ThCh$
    Balance
as of
12/31/2015

ThCh$
 

Foreign

  Yacylec S.A.   Associate   Argentina     Argentine peso        22.22     453,015        —          (132,598     —          (77,008     —          —          243,409        —          243,409   

Foreign

  Sacme S.A.   Associate   Argentina     Argentine peso        50.00     19,657        —          34,434        —          (39,064     —          —          15,027        —          15,027   

Foreign

  Distribuidora Eléctrica de Cundinamarca S.A.   Joint Venture   Colombia     Colombian peso         49.00     32,795,615        —          752,621        —          (4,079,210     25,442        —          29,494,468        —          29,494,468   

Foreign

  Central Termica Manuel Belgrano   Associate   Argentina     Argentine peso        25.60     —          9,127        1,415,471        (619,792     (181,731     —          —          623,075        —          623,075   

Foreign

  Central Termica San Martin   Associate   Argentina     Argentine peso        25.60     —          9,127        1,263,043        (531,712     (167,201     —          —          573,257        —          573,257   

Foreign

  Central Vuelta Obligado S.A.   Associate   Argentina     Argentine peso        40.90     —          14,509        —          —          (3,300     —          —          11,209        —          11,209   

96.806.130-5

  Electrogas S.A.(4)   Associate   Chile     U.S. dollar        42.50     10,777,659        —          5,121,427        (4,398,423     1,120,075        (577,862     —          12,042,876        (12,042,876     —     

76.788.080-4

  GNL Quintero S.A.(4)   Associate   Chile     U.S. dollar        20.00     15,198,935        —          4,534,344        (4,449,179     1,852,923        —          —          17,137,023        (17,137,023     —     

76.418.940-K

  GNL Chile S.A.(4)   Associate   Chile     U.S. dollar        33.33     1,818,168        —          495,389        —          348,472        —          —          2,662,029        (2,662,029     —     

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A.(4)   Joint Venture   Chile     Chilean peso        51.00     6,144,557        2,550,000        (2,414,264     —          —          —          —          6,280,293        (6,280,293     —     

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda.(4)   Joint Venture   Chile     Chilean peso        50.00     6,426,004        —          1,168,149        —          —          —            —          7,594,153        (7,594,153     —     
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
            TOTALES        73,633,610        2,582,763        12,238,016        (9,999,106     (1,226,044     (552,420     —          76,676,819        (45,716,374     30,960,445   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer ID 
No.

 

Changes in Investments in Associates

 

Relationship

 

Country

  Currency     Ownership
Interest
    Balance
as of
01/01/2014

ThCh$
    Additions
ThCh$
    Share of
Profit
(Loss)
ThCh$
    Dividends
declared
ThCh$
    Foreign
Currency
Translation
ThCh$
    Other
Comprehensive
Income
ThCh$
    Other
Increases
(Decreases)
ThCh$
    Balance
as of
12/31/2014

ThCh$
    Transfer
to assets
held for
distribution
to owners
ThCh$
    Balance
as of

12/31/2014
ThCh$
 

Foreign

  Yacylec S.A.   Associate   Argentina     Argentine peso        22.22     550,047        —          (35,735     —          (61,297     —          —          453,015        —          453,015   

Foreign

  Sacme S.A.   Associate   Argentina     Argentine peso        50.00     21,641        —          34,719        —          (36,703     —          —          19,657        —          19,657   

Foreign

  Distribuidora Eléctrica de Cundinamarca S.A.   Joint Venture   Colombia     Colombian peso        49.00     33,083,016        —          2,561,039        —          (2,293,359     —          (555,081     32,795,615        —          32,795,615   

96.806.130-5

  Electrogas S.A.   Associate   Chile     U.S. dollar        42.50     9,682,324        —          4,566,154        (4,239,280     847,016        31,475        (110,030     10,777,659        —          10,777,659   

76.788.080-4

  GNL Quintero S.A.   Associate   Chile     U.S. dollar        20.00     4,797,508        —          5,808,748        (6,897,599     311,747        13,445,396        (2,266,865     15,198,935        —          15,198,935   

76.418.940-K

  GNL Chile S.A.   Associate   Chile     U.S. dollar        33.33     559,615        —          1,099,143        —          159,410        —          —          1,818,168        —          1,818,168   

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A.(2)   Joint Venture   Chile     Chilean peso        51.00     69,684,864        3,315,000        (69,525,874     —          —          —          2,670,567        6,144,557        —          6,144,557   

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda.   Joint Venture   Chile     Chilean peso        50.00     6,073,897        —          585,051        —          —          —          (232,944     6,426,004        —          6,426,004   

76.014.570-K

  Inversiones GasAtacama Holding Ltda.(1)   Joint Venture   Chile     U.S. dollar        50.00     123,627,968        —          3,053,468        —          8,919,246        —          (135,600,682     —          —          —     
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
            TOTALES        248,080,880        3,315,000        (51,853,287     (11,136,879     7,846,060        13,476,871        (136,095,035     73,633,610        —          73,633,610   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
(1) In April 2014, the company Inversiones GasAtacama Holding Ltda. became a subsidiary and since then it is included in the consolidation (see Notes 2.4.1 and 6).
(2) The loss recognized in 2014 includes an impairment of ThCh$69,066,857 as a result of the uncertainty about the recoverability of this investment (see Note 36.5).
(3) The share of profit (loss) from continuing operations is ThCh$3,332,971 and ThCh$2,560,023 for the years ended December 31, 2015 and 2014.
(4) As of December 31, 2015, these equity method investments have been classified as non-current assets held for distribution to owners.

 

 

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

 

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  b. Additional financial information on investments in associated companies and joint ventures

 

  - Investments with significant influence

The following tables set forth financial information as of December 31, 2015 and 2014, from the Financial Statements of the investments in associates where the Group has significant influence:

 

    12-31-2015  

Investments with
Significant Influence

  %
Ownership
Interest
Direct /
Indirect
    Current
Assets
ThCh$
    Non-current
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-current
Liabilities
ThCh$
    Revenues
ThCh$
    Expenses
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income ThCh$
    Comprehensive
Income ThCh$
 

GNL Chile S.A (*)

    33.33     73,289,529        19,843,392        59,207,958        25,938,077        655,759,390        (654,273,074     1,486,316        1,045,519        2,531,835   

GNL Quintero S.A. (*)

    20.00     154,169,202        679,246,875        22,104,679        725,626,283        130,540,774        (107,869,054     22,671,720        9,264,617        31,936,337   

Electrogas S.A. (*)

    42.50     9,800,478        46,815,192        12,191,561        16,087,931        23,546,048        (10,624,229     12,921,819        1,275,795        14,197,614   

Yacylec S.A.

    22.22     1,810,275        193,569        868,193        40,198        1,377,810        (1,974,559     (596,749     (346,568     (943,317

 

    12-31-2014  

Investments with
Significant Influence

  %
Ownership
Interest
Direct /
Indirect
    Current
Assets
ThCh$
    Non-current
assets
ThCh$
    Current
Liabilities
ThCh$
    Non-current
Liabilities
ThCh$
    Revenues
ThCh$
    Expenses
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income ThCh$
    Comprehensive
Income ThCh$
 

GNL Chile S.A

    33.33     73,425,419        81,983        64,329,604        3,723,224        732,138,386        (728,840,589     3,297,797        478,277        3,776,074   

GNL Quintero S.A

    20.00     98,325,654        597,812,711        20,036,542        600,107,009        117,435,890        (99,726,467     17,709,423        68,785,714        86,495,137   

Electrogas S.A.

    42.50     6,085,889        43,289,210        10,076,915        13,938,983        19,635,597        (9,150,599     10,484,998        2,067,038        12,552,036   

Yacylec S.A.

    22.22     2,027,688        774,429        717,301        46,046        1,348,659        (1,509,482     (160,823     (275,865     (436,688

 

(*) As of December 31, 2015, these investments in associates have been classified as non-current assets held for distribution to owners.

Appendix 3 to these consolidated financial statements provides information on the main activities of our associated companies and the ownership interest the Group holds in them.

None of our associates have published price quotations.

 

  - Joint ventures

The following tables present information from the financial statements as of December 31, 2015 and 2014, on the main joint ventures:

 

    Centrales Hidroeléctricas de
Aysén S.A. (*)
    Transmisora Eléctrica de
Quillota Ltda. (*)
    Distribuidora Eléctrica de
Cundinamarca S.A.
 

% Ownership

  51.0%
    12/31/2015    
ThCh$
    51.0%
    12/31/2014    
ThCh$
    50.0%
12/31/2015
ThCh$
    50.0%
12/31/2014
ThCh$
    48.997%
12/31/2015
ThCh$
    48.997%
12/31/2014
ThCh$
 

Total current assets

    502,938        485,966        5,336,516        4,426,445        14,988,328        13,918,600   

Total non-current assets

    15,159,321        15,026,706        12,148,544        11,420,593        127,123,136        140,233,080   

Total current liabilities

    3,290,947        3,419,214        466,485        1,159,095        16,616,178        16,252,424   

Total non-current liabilities

    56,685        45,348        1,830,272        1,835,937        55,374,521        60,107,487   

Cash and cash equivalents

    428,440        319,670        4,884,645        3,930,814        2,789,518        3,750,964   

Other current financial liabilities

    —          —          —          —          1,081,545        116,008   

Other non-current financial liabilities

    —          —          —          —          23,230,972        22,738,158   

Revenues

    —          —          2,852,803        2,672,950        86,666,633        89,367,706   

Depreciation and amortization expense

    —          (52,978     (748,171     (738,927     (8,773,063     (7,400,833

Impairment losses

    —          (131,894,113     —          —          —          —     

Interest income

    20,009        479,518        1,678,801        88,597        633,204        642,775   

Interest expense

    —          —          —          —          (3,100,381     (3,017,696

Income tax expense

    (8,586     —          (679,715     (205,839     (5,237,742     (4,702,120

Profit (loss)

    (4,733,482     (136,325,281     2,336,297        1,170,102        1,926,420        6,820,089   

Other comprehensive income

    —          —          —          —          (8,273,502     (4,680,612

Comprehensive income

    (4,733,482     (136,325,281     2,336,297        1,170,102        (6,347,082     2,139,477   

 

 

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

 

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(*) As of December 31, 2015, these investments in joint ventures have been classified as non-current assets held for distribution to owners.

See Appendix 3

 

  c. There are no significant commitments and contingencies, or restrictions on funds transfers to its owners in associated companies and joint ventures.

 

15. INTANGIBLE ASSETS OTHER THAN GOODWILL.

The following table presents intangible assets as of December 31, 2015 and 2014:

 

Intangible Assets, Net

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Intangible Assets, Net

     981,399,272         1,168,212,056   

Easements and water rights

     27,572,798         44,841,692   

Concessions, Net(1)(*)

     905,374,088         1,055,986,162   

Development costs

     17,805,648         14,833,312   

Patents, registered trademarks and other rights

     2,431,516         2,206,341   

Computer software

     28,105,416         49,549,321   

Other identifiable intangible assets

     109,806         795,228   

 

Intangible Assets, Gross

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Intangible Assets, Gross

     1,943,902,048         2,376,332,904   

Easements and water rights

     36,770,284         54,963,685   

Concessions

     1,788,421,395         2,135,095,221   

Development costs

     26,126,552         24,281,499   

Patents, registered trademarks and other rights

     11,285,432         11,465,938   

Computer software

     79,169,384         140,953,212   

Other identifiable intangible assets

     2,129,001         9,573,349   

 

Intangible Assets, Amortization and Impairment

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Accumulated Amortization and Impairment, Total

     (962,502,776      (1,208,120,848

Identifiable intangible assets

     (962,502,776      (1,208,120,848

Easements and water rights

     (9,197,486      (10,121,993

Concessions

     (883,047,307      (1,079,109,059

Development costs

     (8,320,904      (9,448,187

Patents, registered trademarks and other rights

     (8,853,916      (9,259,597

Computer software

     (51,063,968      (91,403,891

Other identifiable intangible assets

     (2,019,195      (8,778,121

 

(1) The detail of concessions is the following:

 

Concession Holder

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Ampla Energia e Servicios S.A. (Distribution)

     543,414,668         637,287,020   

Compañía Energetica do Ceara S.A. (Distribution)

     361,959,420         418,699,142   
  

 

 

    

 

 

 

TOTAL

     905,374,088         1,055,986,162   
  

 

 

    

 

 

 

 

(*) See Note 3d.1)

 

 

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

 

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The reconciliations of the carrying amounts of intangible assets during the period 2015 and year 2014 are as follows:

                2015

 

Changes in Intangible Assets

  Development Costs     Easements     Concessions     Patents,
Registered

Trademarks
and Other
Rights
    Computer
Software
    Other
Identifiable

Intangible
Assets,

Net
    Intangible
Assets, Net
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance as of 1/1/2015

    14,833,312        44,841,692        1,055,986,162        2,206,341        49,549,321        795,228        1,168,212,056   

Changes in identifiable intangible assets

             

Increases other than from business combinations

    5,588,626        317,865        230,687,290        1,208,396        19,091,097        —          256,893,274   

Increase (decrease) from exchange differences, net

    (540,471     (2,335,864     (236,814,024     (303,835     (3,107,703     15,908        (243,085,989

Amortization (1)

    (36,351     (1,152,144     (74,777,866     (780,678     (9,285,111     (20,145     (86,052,295

Impairment losses recognized in profit or loss (2)

    —          —          —          —          —          —          —     

Increases (decreases) from transfers and other changes

    (1,090,419     556,721        (62,920,004     101,292        (264,122     (201,424     (63,817,956

Increases (decreases) from transfers

    38,538        556,721        —          101,292        (139,831     (556,720     —     

Increases (decreases) from other changes

    (1,128,957     —          (62,920,004     —          (124,291     355,296        (63,817,956

Disposals and removals from service

    (949,049     (80,001     (6,787,470     —          (53,972     —          (7,870,492

Disposals

    —          —          —          —          —          —          —     

Removals from service

    (949,049     (80,001     (6,787,470     —          (53,972     —          (7,870,492

Decreases through classified as held for distribution to owners(3)

    —          (14,575,471     —          —          (27,824,094     (479,761     (42,879,326

Total changes in identifiable intangible assets

    2,972,336        (17,268,894     (150,612,074     225,175        (21,443,905     (685,422     (186,812,784

Closing balance of intangible assets as of 12/31/2015

    17,805,648        27,572,798        905,374,088        2,431,516        28,105,416        109,806        981,399,272   

 

 

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

 

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                2014

 

Changes in Intangible Assets

  Development Costs     Easements     Concessions     Patents,
Registered

Trademarks
and Other
Rights
    Computer
Software
    Other
Identifiable

Intangible
Assets,

Net
    Intangible
Assets, Net
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance as of 1/1/2014

    26,530,426        42,779,382        1,060,466,808        2,205,245        38,718,081        2,860,419        1,173,560,361   

Changes in identifiable intangible assets

             

Increases other than from business combinations

    3,546,359        1,901,989        184,993,319        1,053,177        17,060,992        —          208,555,836   

Increase (decrease) from exchange differences, net

    980,172        (856,524     32,102,724        (155,290     (506,857     124,597        31,688,822   

Amortization

    (3,182,841     (1,604,192     (98,940,029     (992,288     (7,501,894     (7,207     (112,228,451

Impairment losses recognized in profit or loss

    —          —          (14,948,785     —          —          —          (14,948,785

Increases (decreases) from transfers and other changes

    (12,927,088     2,621,037        (103,283,260     95,497        2,152,373        (2,182,581     (113,524,022

Increases (decreases) from transfers

    7,870        (433,818     (556,720     (23,947     449,895        556,720        —     

Increases (decreases) from other changes

    (12,934,958     3,054,855        (102,726,540     119,444        1,702,478        (2,739,301     (113,524,022

Disposals and removals from service

    (113,716     —          —          —          (373,374     —          (487,090

Disposals

    —          —          —          —          —          —          —     

Removals from service

    (113,716     —          —          —          (373,374     —          (487,090

Decreases classified as held for sale (3)

    —          —          (4,404,615     —          —          —          (4,404,615

Total changes in identifiable intangible assets

    (11,697,114     2,062,310        (4,480,646     1,096        10,831,240        (2,065,191     (5,348,305

Closing balance in identifiable intangible assets as of 12/31/2014

    14,833,312        44,841,692        1,055,986,162        2,206,341        49,549,321        795,228        1,168,212,056   

 

(1)(2) See Note 30.
(3) See Note 5.1 a) and 5.2

The main additions to intangible assets recognized within item Concessions in accordance with IFRIC 12 (See Note 3.d.1) are from Ampla and Coelce and are related to investments in network and extensions to optimize functionality and to improve efficiency and quality levels of service.

The additions in 2015 related to continuing operations were ThCh$246,286,301. The amortization expense of intangible assets related to continuing operations were ThCh$74,944,152, ThCh$106,274,341 and ThCh$90,481,347 for the years ended December 31, 2015, 2014 and 2013. (See Note 5.1)

The employee expenses capitalized as part of projects under development were ThCh$10,165,042, ThCh$12,046,728 and ThCh$13,877,942 for the years ended December 31, 2015, 2014 and 2013, respectively. All employee expenses capitalized are related to continuing operations.

According to the Group management’s estimates and projections, the expected future cash flows attributable to intangible assets allow recovery of the carrying amount of these assets recorded as of December 31, 2015 (See Note 3.e).

As of December 31, 2015 and 2014, the Company does not have significant intangible assets with an indefinite useful life.

 

 

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

 

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16. GOODWILL.

The following table sets forth goodwill by the Cash-Generating Unit or group of Cash-Generating Units to which it belongs and changes for the years ended December 31, 2015 and 2014:

 

Company

 

Cash Generating

Unit

  Opening
Balance
1/1/2014
ThCh$
    Increase/
(Decrease)
ThCh$
    Foreign
Currency
Translation
ThCh$
    Closing
Balance
12/31/2014
ThCh$
    Foreign
Currency
Translation
ThCh$
    Transfer to
assets held
for
distribution
to owners
(2) ThCh$
    Closing
Balance
12/31/2015
ThCh$
 

Ampla Energia e Serviços S.A.

  Ampla Energia e Serviços S.A.     189,172,295        —          5,474,748        194,647,043        (42,267,975     —          152,379,068   

Empresa Eléctrica de Colina Ltda.

  Empresa Eléctrica de Colina Ltda.     2,240,478        —          —          2,240,478        —          (2,240,478     —     

Compañía Distribuidora y Comercializadora de energía S.A.

  Compañía Distribuidora y Comercializadora de energía S.A.     11,786,531        —          (740,800     11,045,731        (1,357,767     —          9,687,964   

Hidroeléctrica el Chocón S.A.

  Hidroeléctrica el Chocón S.A.     8,565,202        —          (942,764     7,622,438        (1,799,525     —          5,822,913   

Compañía Eléctrica Tarapaca S.A.(3)(*)

  Generación Chile     4,656,105        —          —          4,656,105        —          (4,656,105     —     

Empresa de Distribución Eléctrica de Lima Norte S.A.A

  Empresa de Distribución Eléctrica de Lima Norte S.A.A     43,385,791        —          3,495,841        46,881,632        1,249,194        —          48,130,826   

Cachoeira Dourada S.A.

  Cachoeira Dourada S.A.     69,364,835        —          2,007,456        71,372,291        (15,498,627     —          55,873,664   

Edegel S.A.A

  Edegel S.A.A     81,661,135        —          6,579,904        88,241,039        2,351,245        —          90,592,284   

Emgesa S.A. E.S.P.

  Emgesa S.A. E.S.P.     5,213,757        —          (327,692     4,886,065        (600,606     —          4,285,459   

Chilectra S.A.(*)

  Chilectra S.A.     128,374,362        —          —          128,374,362        —          (128,374,362     —     

Empresa Nacional de Electricidad S.A (*) (3)

  Generación Chile     731,782,459        —          —          731,782,459        —          (731,782,459     —     

Inversiones Distrilima S.A.

  Empresa de Distribución Eléctrica de Lima Norte S.A.A     12,904        —          1,040        13,944        372        —          14,316   

Enel Brasil S.A.

  Enel Brasil S.A.     880,679        —          25,487        906,166        (196,776     —          709,390   

Compañía Energética Do Ceará S.A.

  Compañía Energética Do Ceará S.A.     95,223,795        —          2,755,828        97,979,623        (21,276,460     —          76,703,163   

Inversiones GasAtacama Holding
Ltda. (1)(*) (3)

  Inversiones GasAtacama Holding     —          18,737,737        1,466,514        20,204,251        —          (20,204,251     —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

      1,372,320,328        18,737,737        19,795,562        1,410,853,627        (79,396,925     (887,257,655     444,199,047   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Discontinued operations
(1) See Notes 2.4.1 and 6.
(2) See Note 5.1 a)
(3) See Note 17.f) iii)

According to the Group management’s estimates and projections, the expected future cash flows projections attributable to the Cash-Generating Units or groups of Cash-Generating Units, to which the acquired goodwill has been allocated, allow the recovery of its carrying amount as of December 31, 2015 (See Note 3.e).

 

 

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

 

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The origin of the goodwill is detailed below:

a) Continuing operations

1. Ampla Energia e Serviços S.A.

On November 20, 1996, Enersis Américas S.A. and Chilectra S.A., together with Endesa S.A. and Electricidad de Portugal, acquired a controlling equity interest in Cerj S.A. (now Ampla de Energía) of Rio de Janeiro in Brazil. Enersis Américas S.A. and Chilectra S.A. together acquired 42% of the total shares in an international public bidding process held by the Brazilian government.

Enersis Américas S.A. and Chilectra S.A. also acquired an additional 18.5% on December 31, 2000, as such, holding a total 60.5% ownership interest, directly and indirectly.

2. Compañía Energética Do Ceará S.A. (Coelce)

Between 1998 and 1999, Enersis Américas S.A. and Chilectra S.A., together with Endesa S.A., acquired Compañía de Distribución Eléctrica del Estado de Ceará (Coelce) in northeast Brazil in an international public bidding process held by the Brazilian government.

3. Compañía Distribuidora y Comercializadora de Energía S.A. (Codensa S.A.)

On October 23, 1997, Enersis Américas S.A. and Chilectra S.A., together with Endesa S.A., acquired 48.5% equity interest of Colombiana Codensa S.A., a company that distributes electricity in Santa Fé de Bogotá in Colombia. The acquisition took place through an international public bidding process held by the Colombian government.

4. Hidroeléctrica el Chocón S.A.

On August 31, 1993, Endesa Chile acquired 59% equity interest of Hidroeléctrica El Chocón in an international public bidding process held by the Argentine government.

5. Empresa de Distribución Eléctrica de Lima Norte S.A.A.

On October 15, 2009 in a transaction on the Lima Stock Exchange, Enersis Américas S.A. acquired an additional 24% interest in Empresa de Distribución Eléctrica de Lima Norte S.A. (Edelnor).

6. Cachoeira Dourada S.A.

On September 5, 1997, our subsidiary Endesa Chile acquired 79% of the company Cachoeira Dourada S.A. in the state of Goias in a public bidding process held by the Brazilian government.

7. Edegel S.A.A.

On October 9, 2009, in a transaction on the Lima Stock Exchange in Peru, our subsidiary Endesa Chile acquired an additional 29.3974% equity interest in Edegel S.A.

8. Emgesa S.A. E.S.P.

On October 23, 1997, our subsidiary Endesa Chile, together with Endesa S.A., acquired 48.5% equity interest of Emgesa S.A.E.S.P. in Colombia. The acquisition was made in an international public bidding process held by the Colombian government.

 

 

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

 

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b) Discontinued operations

1. Empresa Eléctrica de Colina Ltda.

On September 30, 1996, Chilectra S.A. acquired 100% interest of Empresa Eléctrica de Colina Ltda. from the investment company Saint Thomas S.A., which was neither directly nor indirectly related to Chilectra S.A.

2. Empresa Eléctrica Pangue S.A.

On July 12, 2002, Endesa Chile acquired 2.51% of the shares of Empresa Eléctrica Pangue S.A. through a put option held by the minority shareholder Internacional Finance Corporation (IFC).

On May 2, 2012, Empresa Eléctrica Pangue S.A. was merged with Compañía Eléctrica San Isidro S.A.; with the latter being the surviving entity.

3. Compañía Eléctrica San Isidro S.A.

On August 11, 2005, Endesa Chile acquired the shares of the company Inversiones Lo Venecia Ltda., whose only asset was a 25% interest in the company San Isidro S.A. (acquisition of non-controlling interests).

On September 1, 2013, Compañía Eléctrica San Isidro S.A. was merged with Endesa Eco S.A., being the latter the surviving entity.

Subsequently, on November 1, 2013, Endesa Eco S.A. was merged with Compañía Eléctrica Tarapacá, being the latter the surviving entity.

4. Chilectra S.A.

In November 2000, Enersis Américas S.A. acquired an additional 25.4% equity interest in the subsidiary Chilectra S.A. through a purchasing power of attorney in a public bidding process, obtaining a 99.99% equity interest in the company.

5. Empresa Nacional de Electricidad S.A. (Endesa Chile S.A.)

On May 11, 1999, Enersis Américas S.A. acquired an additional 35% equity interest in Endesa Chile in a public bidding process on the Santiago Stock Exchange and through the acquisition of shares in the United States of America (30% and 5%, respectively), obtaining a 60% equity interest in the generation company.

6. Inversiones GasAtacama Holding Limitada.

On April 22, 2014, Endesa Chile acquired the remaining 50% equity interest in Inversiones GasAtacama Holding Limitada from Southern Cross Latin America Private Equity Fund III L.P (see Notes 2.4.1 and 6).

 

 

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

 

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17. PROPERTY, PLANT AND EQUIPMENT.

The following table shows property, plant and equipment as of December 31, 2015 and 2014:

 

Classes of Property, Plant and Equipment, Net

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Property, Plant and Equipment, Net

     5,003,566,633         8,234,215,719   

Construction in progress

     607,250,238         1,735,117,241   

Land

     100,503,005         106,233,186   

Buildings

     71,001,964         81,981,704   

Plant and equipment

     4,055,483,055         6,097,991,766   

Fixtures and fittings

     75,919,162         96,320,714   

Other property, plant and equipment under financial lease

     93,409,209         116,571,108   

Classes of Property, Plant and Equipment, Gross

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Property, Plant and Equipment, Gross

     8,112,003,524         14,301,161,988   

Construction in progress

     607,250,238         1,735,117,241   

Land

     100,503,005         106,233,186   

Buildings

     124,231,301         154,431,222   

Plant and equipment

     6,986,028,809         11,912,075,769   

Fixtures and fittings

     174,119,689         248,884,529   

Other property, plant and equipment under financial lease

     119,870,482         144,420,041   

Classes of Accumulated Depreciation and Impairment in Property, Plant and
Equipment

   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Total Accumulated Depreciation and Impairment in Property, Plant and Equipment

     (3,108,436,891      (6,066,946,269

Buildings

     (53,229,337      (72,449,518

Plant and equipment

     (2,930,545,754      (5,814,084,003

Fixtures and fittings

     (98,200,527      (152,563,815

Other property, plant and equipment under financial lease

     (26,461,273      (27,848,933

 

 

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

 

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The detail and changes in property, plant, and equipment during the years 2015 and 2014 are as follows:

 

Changes in 2015

  Construction in
Progress
    Land     Buildings, Net     Plant and
Equipment, Net
    Fixtures and
Fittings, Net
    Other Property,
Plant and
Equipment under
Financial Lease,
Net
    Property, Plant
and Equipment,
Net
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance as of January 1, 2015

    1,735,117,241        106,233,186        81,981,704        6,097,991,766        96,320,714        116,571,108        8,234,215,719   

Changes 

  Increases (decreases) other than from business combinations     1,068,754,499        48,234,359        (702,915     3,400,169        11,053,860        1,108,095        1,131,848,067   
  Increase (decrease) from exchange differences, net     (156,856,597     (7,426,335     (11,054,890     (391,213,355     (11,521,067     2,429,439        (575,642,805
  Depreciation(2)     —          —          (4,818,708     (364,968,158     (16,893,517     (6,749,401     (393,429,784
  Impairment (losses) reversals recognized in profit or loss     (2,522,445     —          —          12,655,608        —          —          10,133,163   
  Increases (decreases) from transfers and other changes     (1,412,625,340     21,088,932        19,204,944        1,367,821,944        35,491,552        278,467        31,260,499   
 

Increases (decreases) from transfers

    (1,412,281,354     11,060,086        14,938,905        1,377,186,537        12,022,038        (2,926,212     —     
 

Increases (decreases) from transfers from construction in progress

    (1,412,281,354     11,060,086        14,938,905        1,377,186,537        12,022,038        (2,926,212     —     
 

Increases (decreases) from other changes

    (343,986     10,028,846        4,266,039        (9,364,593     23,469,514        3,204,679        31,260,499   
  Disposals and removals from service     (3,410,468     (713,987     (679     (1,235,840     (278,404     (11,051     (5,650,429
 

Disposals

    —          —          —          —          —          —          —     
 

Removals

    (3,410,468     (713,987     (679     (1,235,840     (278,404     (11,051     (5,650,429
  Decreases to classify as held for distribution to owners(3)     (621,206,652     (66,913,150     (13,607,492     (2,668,969,079     (38,253,976     (20,217,448     (3,429,167,797
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Total changes     (1,127,867,003     (5,730,181     (10,979,740     (2,042,508,711     (20,401,552     (23,161,899     (3,230,649,086
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance as of December 31, 2015

    607,250,238        100,503,005        71,001,964        4,055,483,055        75,919,162        93,409,209        5,003,566,633   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Changes in 2014

  Construction in
Progress

ThCh$
    Land
ThCh$
    Buildings, Net
ThCh$
    Plant and
Equipment, Net

ThCh$
    Fixtures and
Fittings, Net

ThCh$
    Other Property,
Plant and
Equipment under
Financial Lease,
Net

ThCh$
    Property, Plant
and Equipment,
Net

ThCh$
 
             

Opening balance as of January 1, 2014

    1,218,316,396        99,869,574        92,820,775        5,834,476,720        72,898,921        115,416,339        7,433,798,725   

Changes 

  Increases (decreases) other than from business combinations     1,026,011,114        3,081,951        725,802        12,239,464        11,023,265        —          1,053,081,596   
  Acquisitions through business combinations(1)     10,802,165        3,216,432        —          171,934,310        13,707,484        —          199,660,391   
  Increase (decrease) from exchange differences, net     (63,451,758     (844,515     (1,120,737     (39,565,485     981,409        7,316,269        (96,684,817
  Depreciation(2)     —          —          (4,983,828     (341,810,698     (13,886,933     (6,269,994     (366,951,453
  Impairment (losses) reversals recognized in profit or loss     —          —          —          (13,770,564     —          —          (13,770,564
  Increases (decreases) from transfers and other changes     (452,716,350     1,211,017        (4,294,709     475,028,160        14,203,069        108,494        33,539,681   
 

Increases (decreases) from transfers

    (474,284,985     1,249,969        4,152,489        460,761,588        8,816,027        (695,088 )      —     
 

Increases (decreases) from transfers from construction in progress

    (474,284,985     1,249,969        4,152,489        460,761,588        8,816,027        (695,088     —     
 

Increases (decreases) from other changes

    21,568,635        (38,952     (8,447,198     14,266,572        5,387,042        803,582        33,539,681   
  Disposals and removals from service     (3,844,326     (301,273     (1,165,599     (540,141     (2,606,501     —          (8,457,840
 

Disposals

    (1,566,349     (238,120     (1,165,495     —          (2,511,470     —          (5,481,434
 

Removals

    (2,277,977     (63,153     (104     (540,141     (95,031     —          (2,976,406
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Total changes     516,800,845        6,363,612        (10,839,071     263,515,046        23,421,793        1,154,769        800,416,994   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance as of December 31, 2014

    1,735,117,241        106,233,186        81,981,704        6,097,991,766        96,320,714        116,571,108        8,234,215,719   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Note 2.4.1 and 6.
(2) See Note 30.
(3) See Note 5.1 a).

 

 

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

 

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Additional information on property, plant and equipment, net

a)    Main investments

Major additions to property, plant and equipment are investments in operating plants and new projects amounting to ThCh$1,131,848,067 for the year ended December 31, 2015 (ThCh$1,053,081,596 for the year ended December 31, 2014). In the generation and transmission business the main investments include the construction in progress of El Quimbo hydraulic power plant in Colombia (400 MW), involving additions of ThCh$287,285,701 for the year ended December 31, 2015 (ThCh$175,419,903 as of December 31, 2014) and increased maintenance to plants of ThCh$255,844,322 (ThCh$282,263,008 for the year ended December 31, 2014). In the distribution business the major investments are in network and extensions to optimize their operation and to improve efficiency and quality levels of service, amounting to ThCh$437,227,477 for the year December 31, 2015 (ThCh$393,818,587 for the year ended December 31, 2014).

During December 31, 2015, the additions to property, plant and equipment related to continuing operations were ThCh$864,703,125. The depreciation expense of property, plant and equipment related to continuing operations were ThCh$245,598,045, ThCh$244,468,409 and ThCh$225,484,794 for the years ended December 31, 2015, 2014 and 2013, respectively. (See Note 5.1)

b)    Capitalized expenses

b.1) Borrowing costs

Capitalized borrowing costs were ThCh$75,229,894, ThCh$56,918,667, and ThCh$30,325,539 for the years ended December 31, 2015, 2014 and 2013, respectively. Of which, ThCh$73,008,564, ThCh$55,101,384, and ThCh$29,326,555 corresponds to continuing operations, respectively (See Note 33). The weighted average borrowing rate depends mainly on the geographical location and varies in a range of 9.0% to 10.8% as of December 31, 2015 (7.5% and 10.8% as of December 31, 2014).

b.2) Employee expenses capitalized

Employee expenses capitalized that are directly attibutable to constructions in progress were ThCh$77,940,280, ThCh$65,229,258 and ThCh$48,087,586 during the years ended December 31, 2015, 2014, and 2013, respectively. Of which, ThCh$56,936,227, ThCh$43,723,690 and ThCh$33,256,528 corresponds to continuing operations, respectively.

c)    Finance leases

As of December 31, 2015 and 2014, property, plant and equipment includes ThCh$113,626,656, of ThCh$93,409,209 corresponding to continuing operations, in leased assets classified as finance leases (ThCh$116,571,108 as of December 31, 2014).

The present value of future lease payments derived from these finance leases is as follows:

 

    12-31-2015     12-31-2014  
  Gross
ThCh$
    Interest
ThCh$
    Present Value
ThCh$
    Gross
ThCh$
    Interest
ThCh$
    Present Value
ThCh$
 

Less than one year

    23,011,723        3,343,287        19,668,436        19,830,764        1,707,340        18,123,424   

From one to five years

    44,954,548        5,582,380        39,372,168        78,271,598        11,421,552        66,850,046   

More than five years

    19,822,444        524,712        19,297,732        17,270,183        459,055        16,811,128   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    87,788,715        9,450,379        78,338,336        115,372,545        13,587,947        101,784,598   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

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Leased assets from continuing operations primarily relate to:

1. Edegel S.A.: Lease agreements to finance the project of converting the Ventanilla thermoelectric plant to a combined cycle plant. The agreements were signed between Edegel S.A.A. and financial institutions BBVA - Banco Continental, Banco de Crédito del Peru, Citibank del Peru and Banco Internacional del Peru - Interbank. These agreements have an average term of 8 years and bear interest at an annual rate of Libor + 1.75% as of December 31, 2105. The company also has an agreement with Scotiabank, which financed the construction of a new open cycle plant at the Santa Rosa Plant. This agreement has a 9-year term and bears interest an annual rate of Libor + 1.75%. The carrying amount of leased assets was ThCh$33,533,825 as of December 31, 2015 (ThCh$35,641,611 as of December 31, 2014).

Leased assets from discontinued operations primary relate to:

1. Endesa Chile S.A.: Lease agreement for Electric Transmission Lines and Installations (Ralco-Charrúa 2X220 KV) entered into with Abengoa Chile S.A. The lease agreement has a 20-year maturity and bears interest at an annual rate of 6.5%. The carrying amount of leased assets was ThCh$20,217,448 as of December 31, 2015 (ThCh$21,071,706 as of December 31, 2014)

d)    Operating leases

The consolidated statements of income for the years ended December 31, 2015, 2014 and 2013 include ThCh$15,872,516, ThCh$21,087,207 and ThCh$18,878,285, respectively; of which ThCh$12,449,187, ThCh$14,352,431 and ThCh$10,835,191 correspond to continuing operations, respectively; related to the accrual during these periods of operating lease contracts for material assets in operation.

As of December 31, 2015 and 2014, the total future lease payments under those contracts are as follows:

 

     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Less than one year

     15,050,043        13,540,619   

From one to five years

     21,988,822        34,389,527   

More than five years

     8,565,963        46,504,376   
  

 

 

    

 

 

 

Total

     45,604,828        94,434,522   
  

 

 

    

 

 

 

e)    Other information related to continuing operations

i) As of December 31, 2015, the Group had contractual commitments for the acquisition of property, plant and equipment amounting to ThCh$462,845,826, of which ThCh$164,998,373 corresponds to continued operations (ThCh$468,173,548 as of December 31, 2014).

ii) As of December 31, 2015 and 2014, the Group had property, plant and equipment pledged as security for liabilities in the amount of ThCh$13,903,028 and ThCh$21,952,283, respectively, of which the entire amount corresponds to continuing operations (see Note 36).

iii) The Company and its foreign subsidiaries have insurance policies for all risks, earthquake and machinery breakdown and damages for business interruption with a €1,000 million (ThCh$774,610,000) limit in the case of generating companies and a €50 million (ThCh$38,730,500) limit for distribution companies, including business interruption coverage. Additionally, the Company has Civil Liability insurance to meet claims from third parties with a €500 million (ThCh$387,305,000) limit. The premiums associated with these policies are presented proportionally for each company under the line item “Prepaid expenses”.

iv) Our Argentine subsidiary, Empresa Distribuidora Sur S.A., has its financial equilibrium seriously affected by the delay in the compliance with certain points of the Acta de Acuerdo agreement signed with

 

 

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

 

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the Argentine Government, particularly the twice-yearly rate adjustments recognized through the cost-monitoring mechanism (MMC) and the establishment of an Integral Rate Review (IRT) as provided for in this agreement.

At the end of 2011, Enersis Américas recognized an impairment loss in property, plant and equipment from Empresa Distribuidora Sur S.A. As of December 31, 2015, the amount recognized is ThCh$49,848,116 (see Note 3.e).

v) In November 2010, our subsidiary Emgesa signed the contract CEQ-21 with Consortium Impregilo-Obrascon Huarte Lain (“OHL”) for construction of the principal public works of the hydroelectric project El Quimbo. As of December 31, 2015, most of the relevant works of the contract are completed, and commenced the process of analysis, review and verification of all the terms inherent in the contract, especially with regard to the final acceptance of the works, required for the initiation of the final settlement process.

As part of the referred review and analysis process, and under the general framework of the contract, the Company is also verifying compliance with a series of contractual milestones (binding on the contractor of the Consortium Impregilo — OHL), whose violation leads to the application of fines or constraints, besides the additional future issues that may arise during the final settlement of the contract.

Within these milestones under analysis, paragraph 15 of the contract section “works completion” was identified. This paragraph sets a deadline for the completion as October 15, 2015. Taking into account that as of December 31, 2015, this milestone has not been reached, this led to a delay of 77 days and to a possible discount to be applied to the contractor amounting to ThCP$ 83,849,329 (ThCh$18,906,813).

On the other hand, the contract also establishes a variation margin to the agreed amounts, so that, if the actual executed amounts are below the 85% of the estimated contract value, the Contractor will receive for administration and incidentals, the missing amount to reach the floor of 85% of the contract value. Conversely, if the actual executed amounts exceed 115% of the estimated contract value, it will be reduced by the administration and contingency by the amount exceeding this ceiling of 115% of the contract value.

Consistent with the above, the Company is analyzing the activities related to the contract, identifying significant variations in quantity of work performed (VICO in its Spanish acronym) that according to the agreement would generate a discount to be applied to the contractor amounted to ThCP$8,455,079 (ThCh$1,906,498).

Meanwhile, the Consortium Impregilo OHL presented to the Company eight claims for ThCP$147,685,420 (ThCh$33,300,929). This amount includes financial costs and estimated overruns generated by issues such as stripping, changes of materials used to fill dam and auxiliary dam, archaeological findings, achievement of skilled personnel and differences for volatility of the exchange rate. The Company, based on the technical and legal analysis performed on each of the claims considers that they are not applicable because these conditions are not specified in the scope of the contract.

Additionally, the contractor submitted notifications of the change of the orders (“NOC” in its Spanish acronym) for ThCP$ 28,522,475 (ThCh$6,431,406). As a result of the preliminary analysis of these notifications, the Company recognized ThCP$ 8,425,765 (ThCh$1,899,888) in the financial statements. The remained amounts for ThCP$11,945,357 (ThCh$2,693,505) were rejected for the reason that they correspond to costs that are not the responsibility of the Company.

f) Other information related to discontinued operations

i) The condition of certain assets of our subsidiary Endesa Chile changed, primarily works and infrastructure for facilities built to support power generation in the SIC grid in 1998, due primarily to the installation in the SIC of new thermoelectric plants, the arrival of LNG, and new other projects. As such, a new supply

 

 

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

 

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configuration for the upcoming years, in which it is expected that these facilities will not be used. Therefore, in 2009, the Company recognized an impairment loss of ThCh$43,999,600 for these assets, which is still has not reversed.

ii) On October 16, 2012, Endesa Chile began the collection process on all of the bank performance bonds guaranteeing compliance with the works and correct, timely execution of these works as specified in the agreement “Bocamina Thermal Plant Expansion Project”, contract ACP-003.06. This is a turnkey project for a 350 MW coal-fired thermal generation plant (“the contract”) signed on July 25, 2007 between Empresa Nacional de Electricidad S.A. (“the owner”) and the consortium consisting of (i) the Chilean company Ingeniería y Construcción Tecnimont Chile y Compañía Limitada; (ii) the Italian company Tecnimont SpA; (iii) the Brazilian company Tecnimont do Brasil Construcao e Administracao de Projetos Ltda; (iv) the Slovakian company Slovenske Energeticke Strojarne a.s. (“SES”); and (v) the Chilean company Ingeniería y Construcción SES Chile Limitada; (all referred to collectively as “the Contractor” or “the Consortium”).

These performance bonds amounted to US$74,795,164.44 (ThCh$53,116,534) and UF 796,594.29 (approximately US$38,200,000, ThCh$27,128,112). As of December 31, 2012, it was collected US$93,992,554 (ThCh$66,749,752) of these bonds. Collection made on these bank performance bonds reduced the capitalized cost overruns incurred by the company due to breach of contract.

On October 17, 2012, Endesa Chile filed an arbitration request with the International Chamber of Arbitration of Paris in order to enforce the rights conferred upon it under the Contract. On December 29, 2014, Endesa’s Board of Directors accepted and approved an agreement with the Consortium that finalizes the arbitration process and grants full reciprocal settlement of the obligations. Consequently, as a result of final agreement reached at the end of 2014, Endesa Chile’s acquisition costs of the plant increased by US$125 million (ThCh$75,843,750 approximately) which were recognized as part of the acquisition cost of property, plant and equipment. The payment of these costs was made on April 6, 2015.

iii) At the end of 2012, our subsidiary Compañía Eléctrica Tarapacá S.A., whose assets and liabilities as of December 31, 2015, have been classified as disposal group held for distribution to owners, recognized an impairment loss of ThCh$12,578,098, to adjust the carrying amount of certain specific assets operating in the SING grid to its recoverable amount.

At the closing of 2015, certain regulatory developments to the Chilean energy industry were approved, which after being evaluated by the Company, resulted in the identification of a new single CGU for all generation assets in Chile. The analysis takes into account the fact that Endesa Chile, a discontinued operation as of December 31, 2015, performs an optimization and management of all its assets related to its generation business, it has a centralized trade policy, with sales contracts agreed at company level and not assigned to power plants. Therefore, generation of cash flows depends on all the assets as a whole.

Previously, the company identified a CGU for the assets operating in the SIC grid and another one for the assets operating in the SING, under the consideration that there were two separate markets. The new scheme, approved in 2015, posed by the interconnection of SIC and SING, unifies markets and considers a single determination of prices, which was illustrated by latest bids for energy supply to regulated customers.

Therefore, these new conditions indicated that the recognized impairment loss mentioned above has been reversed. This was based, inter alia, on the generation of additional value by the interconnection project between the SIC and SING which is expected to be operational in 2019, by improved utilization of reserves, by expanding the potential market for specific impaired assets and decreasing overall risk of the portfolio. The effects of the interconnection are considered in the five-year projections used by the company to perform impairment tests (see Note 3.e).

iv) At the end of 2014, our subsidiary Endesa Chile S.A. recognized an impairment loss of ThCh$12,581,947 related to the Punta Alcalde project. This impairment loss was triggered because the current definition of the project is not fully aligned with the strategy that the Company is reformulating,

 

 

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

 

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particularly, with regard to technological leadership, and to community and environmental sustainability. Endesa Chile has decided to suspend the project pending clarification of its profitability (see Note 3.e).

v) In line with its sustainability strategy and in order to develop community relationships, Endesa Chile has decided to research new design alternatives for the Neltume project, in particular regarding the issue of the discharge of Lake Neltume, which has been raised by the communities in the various instances of dialogue.

To start a new phase of research of an alternative project, which includes the discharge of water on the Fuy River in late December 2015, the Company withdrew the Environmental Impact Study. This decision applies only to the portion of the Neltume project related to the power plant and not to portion related to the transmission project, which continues its course on handling in the Environmental Assessment Service.

As a result of the above, as of December 31, 2015, Endesa Chile recognized a loss of ThCh$2,706,830, associated with the write down of certain assets related to Environmental Impact Study, which has been withdrawn and to other studies directly linked to the old design of assets.

vi) As of December 31, 2015, Endesa Chile recognized an impairment loss of ThCh$2,522,445 related to the wind project Waiwen. This loss was a result of the new assessment of the feasibility of the project performed by the Company and a conclusion that, under existing conditions to date, its profitability is uncertain.

 

18. INVESTMENT PROPERTY.

The detail and changes in investment property during the years 2015 and 2014 are as follows:

 

    Investment Properties,
Gross
    Accumulated
Depreciation,
Amortization and
Impairment
    Investment
Properties, Net
 

Investment Properties

  ThCh$     ThCh$     ThCh$  

Balance as of January 1, 2014

    47,047,605        (2,170,556     44,877,049   

Additions

    1,463,242        —          1,463,242   

Disposals of land

    (1,806,675     —          (1,806,675

Disposals related to the sale of subsidiaries(1)

    (36,040,698     —          (36,040,698

Depreciation expense

    —          (30,483     (30,483

Impairment losses recognized in income statement

    —          52,127        52,127   

Balance as of December 31, 2014

    10,663,474        (2,148,912     8,514,562   

Disposals

    (1,724,811     1,387,042        (337,769

Depreciation expense

    —          (25,806     (25,806

Transfer to assets held for distribution to owners(2)

    (8,938,663     787,676        (8,150,987

Balance as of December 31, 2015

    —          —          —     

 

  (1) See Note 2.4.1.
  (2) See Note 5.1. a)

The selling prices of investment properties disposed of during the years ended December 31, 2015, 2014 and 2013 were ThCh$1,800,933, ThCh$9,363,249, and ThCh$16,510,931, respectively.

- Fair value measurement and hierarchy

The fair value of the Group’s investment properties as of December 31, 2015 was ThCh$11,113,107, which was determined using independent appraisals.

As of December 31, 2015, the fair value of these properties has not changed significantly.

 

 

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

 

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The hierarchy of these investment properties’ fair value is as follows:

 

     Fair value measured at the end of the reporting period using:  
     Level 1
    ThCh$    
     Level 2
    ThCh$    
     Level 3
      ThCh$      
 

Investment Properties

     —           —           11,113,107   

        See Note 3.h.

        

For the years ended December 31, 2015, 2014 and 2013, the detail of income and expenses from investment properties classified as discontinued operations is as follows:

 

     Balance at  
     12-31-2015      12-31-2014      12-31-2013  

Income and expense from investment properties

   ThCh$      ThCh$      ThCh$  

Rental income from investment properties

     163,660         263,643         341,494   

Revenue from the sale of investment properties

     1,800,933         9,363,249         16,510,931   

Direct operating expense from investment properties generating rental income

     (163,767      (328,590      (192,963

Direct operating expense from investment properties not generating rental income

     (337,770      (1,806,675      (4,315,400
  

 

 

    

 

 

    

 

 

 

Total (*)

     1,463,056         7,491,627         12,344,062   
  

 

 

    

 

 

    

 

 

 

 

  (*) See Note 5.1. c)

The Company has not entered into any repair, maintenance, acquisition, construction or development agreements that might represent future obligations as of December 31, 2015 and 2014.

The Group has insurance policies to cover operational risks of its investment properties, as well as to cover legal claims against the Group that could potentially arise from exercising its business activity. The Group’s management considers that the insurance policy coverage is sufficient against the risks involved.

 

 

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

 

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19. DEFERRED TAXES.

 

  a. The origin and changes in deferred tax assets and liabilities as of December 31, 2015 and 2014, are as follows:

 

Deferred Tax Assets

  Deferred Tax Assets Relating to     Deferred
Tax Assets
 
  Accumulated
Depreciation
    Amortization     Provisions     Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Tax Loss
Carry forwards
    Other    

Balance as of January 1, 2015

    63,763,279        1,506,979        86,266,322        3,103,317        21,132,561        4,851,839        13,013,577        193,637,874   

Changes

  Increase (decrease) in profit or loss     (1,969,882     (620,212     25,701,841        33,790,833        (4,316,990     7,868,629        (42,100,049     18,354,170   
  Increase (decrease) in other comprehensive income     —          —          —          6,338,161        806,915        —          —          7,145,076   
  Foreign currency translation     (7,116,721     (1,860,738     (5,404,662     (9,206,928     (339,940     —          (863,778     (24,792,767
 

Transfers to (from) non-current assets and disposal groups held for distribution to owners(2)

    (4,982,473     —          (2,687,490     (422,929     —          (12,720,468     (1,503,949     (22,317,309
  Other increases (decreases)     (24,516,409     6,607,405        (76,462,306     401,995        (1,547,792     —          32,815,086        (62,702,021
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2015

    25,177,794        5,633,434        27,413,705        34,004,449        15,734,754        —          1,360,887        109,325,023   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Deferred Tax Assets

  Deferred Tax Assets Relating to     Deferred
Tax Assets
 
  Accumulated
Depreciation
    Amortization     Provisions     Post-
Employment
Benefit
Obligations
    Revaluation
of
Financial
Instruments
    Tax Loss
Carry forwards
    Other    

Balance as of January 1, 2014

    69,331,028        —          72,196,398        721,942        43,659,516        1,710,288        22,518,595        210,137,767   

Changes

  Increase (decrease) in profit or loss     (1,087,397     (367,726     9,701,687        (11,108,544     (23,596,596     6,297,437        13,170,614        (6,990,525
  Increase (decrease) in other comprehensive income     —          —          —          10,357,383        1,074,342        —          (1,084     11,430,641   
 

Acquisitions through business combinations under common control(1)

    —          —          879,716        —          —          537,932        974,883        2,392,531   
  Disinvestment through selling businesses     (107,241     —          (34,403     —          —          (329,845     (5,816,292     (6,287,781
  Foreign currency translation     (1,847,234     (551,562     1,904,394        (1,086,184     (110,140     —          (2,055,603     (3,746,329
 

Transfers to (from) non-current assets and disposal groups held for sale

    —          —          (29,583     (1,761     —          (1,448,281     (1,142,270     (2,621,895
  Other increases (decreases)     (2,525,877     2,426,267        1,648,113        4,220,481        105,439        (1,915,692     (14,635,266     (10,676,535
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2014

    63,763,279        1,506,979        86,266,322        3,103,317        21,132,561        4,851,839        13,013,577        193,637,874   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

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Deferred Tax Liabilities

  Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
  Accumulated
Depreciation
    Amortization     Provisions     Foreign
Currency
Contracts
    Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Other    

Balance as of January 1, 2015

    427,881,352        —          41,553        —          16,499        163,063        50,259,017        478,361,484   

Changes

  Increase (decrease) in profit or loss     26,238,797        (712,025     13,122,113        —          488,257        —          37,625,257        76,762,399   
  Increase (decrease) in other comprehensive income     —          —          —          —          (64,398     147,605        (200,133     (116,926
  Foreign currency translation     4,395,448        —          (1     —          65,061        5,424        (18,128,150     (13,662,218
 

Transfers to (from) non-current assets and disposal groups held for distribution to owners(2)

    (233,948,342     —          (285,255     —          (679     —          (792,049     (235,026,325
  Other increases (decreases)     (53,222,278     712,025        (12,861,646     —          (504,503     (66,322     (8,471,075     (74,413,799
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2015

    171,344,977        —          16,764        —          237        249,770        60,292,867        231,904,615   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Deferred Tax Liabilities

  Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
  Accumulated
Depreciation
    Amortization     Provisions     Foreign
Currency
Contracts
    Post-
Employment
Benefit
Obligations
    Revaluation
of Financial
Instruments
    Other    

Balance as of January 1, 2014

    357,404,910        21,169,697        20,220        —          20,818        5,792,725        11,078,520        395,486,890   

Changes

  Increase (decrease) in profit or loss     38,692,347        (1,281,408     (24,553,240     —          (457,558     (4,490,773     39,378,605        47,287,973   
  Increase (decrease) in other comprehensive income     —          —          —          —          (20,511     401,237        378        381,104   
  Acquisitions through business combinations(1)     27,088,856        —          —          —          —          —          1,834,311        28,923,167   
  Disinvestment through selling businesses     —          —          —          —          —          —          —          —     
  Foreign currency translation     18,935,850        1,906,194        (307,279     —          —          141,446        (2,472,330     18,203,881   
  Transfers to (from) non-current assets and disposal groups held for sale     —          —          —          —          —          —          —          —     
  Other increases (decreases)     (14,240,611     (21,794,483     24,881,852        —          473,750        (1,681,572     439,533        (11,921,531
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2014

    427,881,352        —          41,553        —          16,499        163,063        50,259,017        478,361,484   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Note 2.4.1 and 6.
(2) See Note 5.1. a).

Recovery of deferred tax assets will depend on whether sufficient tax profits are obtained in the future. The Company’s management believes that the future profit projections for its subsidiaries will allow these assets to be recovered.

b. As of December 31, 2015, the Group has not recognized deferred tax assets related to tax losses carry forward for ThCh$20,342,024 (ThCh$42,776,327 as of December 31, 2014). See Note 3.p.

The Group has not recognized deferred tax liabilities for taxable temporary differences relating to investment in subsidiaries and joint ventures, as it is able to control the timing of the reversal of the temporary differences and considers that it is probable that such temporary differences will not reverse in the foreseeable future. As of December 31, 2015, the aggregate amount of taxable temporary differences relating to investments in subsidiaries and joint ventures for which deferred tax liabilities have not been recognized were ThCh$1,835,600,705, of which ThCh$979,972,151 corresponds to continuing operations (ThCh$1,940,029,172 as of December 31, 2014). On the other hand, the total amount of deductible temporary differences

 

 

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

 

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relating to investments in subsidiaries and joint ventures for which as of December 31, 2015 it is probable that will not reverse in the foreseeable future or there will be not sufficient taxable profits in the future to recover such temporary differences were ThCh$3,162,552,465, of which ThCh$2,700,619,169 corresponds to continuing operations (ThCh$3,451,816,581 as of December 31, 2014).

Additionally, the Group has not recognized deferred tax assets for deductible temporary differences which as of December 31, 2015 totaled ThCh$57,311,886 (ThCh$79,702,961 as of December 31, 2014), as it is not probable that sufficient future taxable profits exist to recover such temporary differences.

The Group companies are potentially subject to income tax audits by the tax authorities of each country in which the Group operates. Such tax audits are limited to a number of annual tax periods and once these have expired audits of these periods can no longer be performed. Tax audits by nature are often complex and can require several years to complete. The following table presents a summary of tax years potentially subject to examination:

 

Country

   Period  

Chile

     2012-2014   

Argentina

     2008-2014   

Brazil

     2009-2014   

Colombia

     2013-2014   

Peru

     2010-2014   

Given the range of possible interpretations of tax standards, the results of any future inspections carried out by tax authorities for the years subject to audit can give rise to tax liabilities that cannot currently be quantified objectively. Nevertheless, Enersis Américas Management estimates that the liabilities, if any, that may arise from such audits, would not significantly impact the Group companies’ future results.

 

 

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

 

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The effects of deferred taxes on the components of other comprehensive income attributable to both controlling and non-controlling interests for the years ended December 31, 2015, 2014 and 2013, are as follows:

 

    12-31-2015 (*)     12-31-2014     12-31-2013  

Effects of Deferred Tax
on the Components of
Other Comprehensive
Income

  Amount
Before Tax
ThCh$
    Income Tax
Expense
(Benefit)
ThCh$
    Amount After
Tax
ThCh$
    Amount
Before Tax
ThCh$
    Income Tax
Expense
(Benefit)
ThCh$
    Amount
After Tax
ThCh$
    Amount
Before Tax
ThCh$
    Income Tax
Expense
(Benefit)
ThCh$
    Amount
After Tax
ThCh$
 

Available-for-sale financial assets

    (442,864     (291     (443,155     1,849        (1,462     387        (2,273     455        (1,818

Cash flow hedge

    (138,241,392     36,399,000        (101,842,392     (145,892,370     35,887,996        (110,004,374     (76,088,977     12,332,516        (63,756,461

Share of other comprehensive income in associates and joint ventures accounted for using the equity method

    (552,420     —          (552,420     13,476,871        —          13,476,871        8,367,223        —          8,367,223   

Foreign currency translation

    (644,537,672     —          (644,537,672     4,370,648        —          4,370,648        (76,723,893     —          (76,723,893

Gains (losses) from defined benefit pension plans

    (19,027,368     6,018,363        (13,009,005     (36,681,734     12,694,514        (23,987,220     6,351,518        (2,603,231     3,748,287   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Components of other comprehensive income

    (802,801,716     42,417,072        (760,384,644     (164,724,736     48,581,048        (116,143,688     (138,096,402     9,729,740        (128,366,662   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) See Note 5.1.II.iii for information of components of other comprehensive income related to discontinued operations.

c. In Chile, Law No. 20,780 was published in the Official Gazette on September 29, 2014. It changes the income tax system and other taxes, by replacing the current tax system in 2017 with two alternative tax systems: the attributed income system and partially integrated system.

This Law gradually increases the rate of income tax on corporate income. Thus, it will increase to 21% in 2014, to 22.5% in 2015 and to 24% in 2016. As from 2017 taxpayers choosing the attributed income system will be subject to a rate of 25%, while companies choosing the partially integrated system will be subject to a rate of 25.5% in 2017 and 27% in 2018.

Furthermore, this Law establishes that the partially integrated system will apply by default to open stock companies, unless a future Extraordinary Shareholders’ Meeting agrees to adopt the attributed income system.

As discussed in Note 3.p), and as Enersis Américas assumed that, since an Extraordinary Shareholders’ Meeting had not agreed to adopt the alternative system, the partially integrated system applies by default. The changes in deferred tax assets and liabilities as a direct effect of the increase in the corporate income tax rate were recognized directly in net income. Particularly, for the year ended December 31, 2014, the net charge against net income was ThCh$62,035,245, decreasing net income attributable to shareholders of Enersis Américas in ThCh$38,284,524.

d. In Colombia, Law 1,739 enacted in 2014, increased from 8% to 9% indefinitely the rate for the specific income tax for financing social programs known as CREE, levied on taxable profits earned each year for the tax year 2016 onwards.

Additionally, this Law established the CREE surcharge of 5%, 6%, 8% and 9% for 2015, 2016, 2017 and 2018, respectively.

The effect of temporary differences involving the payment of less or more income tax in the current year is recognized as a deferred tax credit or debit, as appropriate, at the applicable tax rates in effect when the differences are reversed (39% in 2015, 40% in 2016, 42% in 2017, 43% in 2018 and 34% from 2019), provided there is a reasonable expectation that such differences will reverse in the future and that the asset will generate sufficient taxable income.

 

 

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

 

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As part of this increase in tax rates, the Colombian subsidiaries have recognized changes in deferred tax assets and liabilities as of December 31, 2014. The net effect was the recognition of a gain for ThCh$3,943,235.

e. In Peru, the corporate income tax rate is 30% on taxable income, after deducting the employees profit share of 5% of taxable income, as of December 31, 2015 and 2014.

Law No. 30296 established that the applicable corporate income tax rate on taxable income, after deducting the employees profit share will be: 28% in 2015 and 2016, 27% in 2017 and 2018, and 26% from 2019 onwards.

As part of this increase in tax rates, the Peruvian subsidiaries have recognized changes in deferred tax assets and liabilities as of December 31, 2014. The net effect was the recognition of a gain for ThCh$24,818,773.

 

20. OTHER FINANCIAL LIABILITIES.

The balance of other financial liabilities as of December 31, 2015 and 2014, is as follows:

 

Other Financial Liabilities

   12-31-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Interest-bearing borrowings

     617,276,453         1,846,995,721         418,266,381         3,167,948,954   

Hedging derivatives (*)

     69,545,029         300,871         995,059         114,861,592   

Non-hedging derivatives (**)

     1,052,026         —           2,544,239         6,286,982   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     687,873,508         1,847,296,592         421,805,679         3,289,097,528   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (*) See Note 22.2.a
  (**) See Note 22.2.b

 

  20.1 Interest-bearing borrowings

The detail of current and non-current interest-bearing borrowings as of December 31, 2015 and 2014, is as follows:

 

Classes of Interest-bearing borrowings

   12-31-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Bank loans

     188,121,545         232,626,020         42,325,846         247,216,989   

Unsecured obligations

     356,221,587         1,391,715,407         308,925,119         2,565,417,993   

Financial leases

     19,668,436         58,669,900         18,123,424         83,661,174   

Other obligations

     53,264,885         163,984,394         48,891,992         271,652,798   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     617,276,453         1,846,995,721         418,266,381         3,167,948,954   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

 

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Bank loans by currency and contractual maturity as of December 31, 2015 and 2014, are as follows:

- Summary of bank loans by currency and maturity

 

Country

  Currency     Nominal
Interest
Rate
    Secured/
Unsecured
    Current     Non-current  
        Maturity     Total
Current at
12/31/2015

ThCh$
    Maturity     Total Non-
current at
12/31/2015

ThCh$
 
        One to three
months

ThCh$
    Three to
twelve
months

ThCh$
      One to
two years

ThCh$
    Two to
three
years

ThCh$
    Three to
four years

ThCh$
    Four
to five
years

ThCh$
    Over five
years

ThCh$
   

Peru

    US$        2.40     Unsecured        26,650,675        2,833,429        29,484,104        3,777,906        19,247,361        299,442        —          —          23,324,709   

Peru

    Peruvian nuevo sol        5.20     Unsecured        12,712,792        —          12,712,792        2,083,721        22,920,929        —          —          —          25,004,650   

Argentina

    US$        13.13     Unsecured        3,899,595        —          3,899,595        —          —          —          —          —          —     

Argentina

    Ar$        37.06     Unsecured        2,693,226        4,809,318        7,502,544        1,080,762        —          —          —          —          1,080,762   

Colombia

    CP        6.46     Unsecured        32,928,994        76,448,340        109,377,334        29,066,078        —          —          —          63,647,258        92,713,336   

Brazil

    Real        14.53     Unsecured        9,045,598        16,099,578        25,145,176        30,167,521        30,167,521        30,167,521        —          —          90,502,563   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    87,930,880        100,190,665        188,121,545        66,175,988        72,335,811        30,466,963        —          63,647,258        232,626,020   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                       

 

Country

  Currency   Nominal
Interest

Rate
    Secured/
Unsecured
    Current     Non-current  
        Maturity     Total
Current at
12/31/2014
    Maturity     Total Non-
current at
12/31/2014
 
        One to
three
months
    Three to
twelve
months
      One to two
years
    Two to
three years
    Three to
four years
    Four to five
years
    Over five
years
   
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

  US$     5.98     Unsecured        —          1,007,362        1,007,362        —          —          —          —          —          —     

Chile

  Ch$     5.47     Unsecured        1,594        —          1,594        —          —          —          —          —          —     

Peru

  US$     2.93     Unsecured        2,472,247        8,382,913        10,855,160        38,628,554        17,850,471        16,254,959        255,432        —          72,989,416   

Peru

  Peruvian nuevo sol     5.41     Unsecured        175,487        —          175,487        —          2,029,640        22,326,036        —          —          24,355,676   

Argentina

  US$     13.03     Unsecured        11,451,387        2,126,669        13,578,056        1,022,595        —          —          —          —          1,022,595   

Argentina

  Ar$     33.25     Unsecured        4,304,802        11,794,567        16,099,369        6,999,683        —          —          —          —          6,999,683   

Colombia

  CP     8.13     Unsecured        —          209,395        209,395        —          —          —          —          77,750,800        77,750,800   

Brazil

  Real     10.30     Unsecured        9,358        390,065        399,423        —          21,366,273        21,366,273        21,366,273        —          64,098,819   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    18,414,875        23,910,971        42,325,846        46,650,832        41,246,384        59,947,268        21,621,705        77,750,800        247,216,989   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

- Fair value measurement and hierarchy

The fair value of current and non-current bank borrowings as of December 31, 2015 was ThCh$423,123,934 (ThCh$378,488,796 as of December 31, 2014). The borrowings have been classified as Level 2 fair value measurement based on the entry data used in the valuation techniques used (see Note 3.h).

 

 

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

 

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- Identification of bank borrowings by company

 

Taxpayer

ID No.

(RUT)

  Company   Country   Taxpayer
ID No.
(RUT)
  Financial Institution   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization
                 
                 

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     13.58     13.71   At maturity

96.800.570-7

  Chilectra S.A.   Chile   97.004.000-5   Líneas de crédito   Chile   Ch$     6.00     6.00   Other

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco Scotiabank   Peru   US$     3.98     3.96   Quarterly

Foreign

  Chinango S.A.C.   Peru   Foreign   Banco de Credito del Peru   Peru   US$     2.17     2.06   Quarterly

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.25     3.07   Quarterly

Foreign

  Chinango S.A.C.   Peru   Foreign   Bank Of Nova Scotia   Peru   US$     3.48     3.40   Quarterly

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real     3.49     3.51   Monthly

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Itaú Brasil   Brazil   Real     14.39     14.68   Semi-annually

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real     13.72     13.97   Yearly

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Santander   Brazil   Real     13.80     15.76   Other

Foreign

  Edegel S.A.A   Peru   Foreign   Banco Continental   Peru   US$     3.44     3.36   Quarterly

Foreign

  Edegel S.A.A   Peru   Foreign   Bank Nova Scotia   Peru   US$     1.08     1.06   At maturity

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Peruvian nuevo sol     6.90     6.73   Quarterly

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Peruvian nuevo sol     5.83     5.71   Quarterly

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol     5.10     5.01   Quarterly

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol     5.10     5.01   Quarterly

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol     5.10     5.01   Quarterly

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol     5.10     5.01   Quarterly

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Peruvian nuevo sol     4.67     4.59   Quarterly

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Ciudad de Buenos Aires   Argentina   $ Arg     34.64     30.07   Monthly

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Itaú Argentina   Argentina   $ Arg     38.20     32.79   Monthly

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Provincia de Buenos Aires   Argentina   $ Arg     35.36     30.67   Monthly

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Santander Río   Argentina   $ Arg     29.74     26.91   Quarterly

Foreign

  Edesur S.A.   Argentina   Foreign   Banco Santander Río   Argentina   $ Arg     45.20     37.88   Quarterly

Foreign

  Edesur S.A.   Argentina   Foreign   ICB Argentina   Argentina   $ Arg     34.06     29.50   Quarterly

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Corpbanca   Colombia   $ Col     8.39     8.22   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   $ Col     8.27     8.11   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   $ Col     8.30     8.14   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   AV VILLAS   Colombia   $ Col     6.06     5.93   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Citibank Colombia   Colombia   $ Col     5.57     6.01   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   BBVA Colombia   Colombia   $ Col     6.30     6.16   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Bogota   Colombia   $ Col     6.84     6.66   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Peru   Colombia   $ Col     5.87     5.70   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Peru   Colombia   $ Col     5.93     5.76   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco de Crédito del Peru   Colombia   $ Col     5.65     5.50   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   The Bank Of Tokyo   Colombia   $ Col     7.02     6.90   At maturity

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Davivienda   Colombia   $ Col     6.30     6.15   At maturity

Foreign

  Endesa Argentina S.A.   Argentina   Foreign   Citibank   Argentina   $ Arg     34.23     32.75   At maturity

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   B.N.P. Paribas   U.S.A   US$     6.32     5.98   Semi-annually

91.081.000-6

  Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander   Chile   Ch$     6.00     6.00   Monthly

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Galicia   Argentina   $ Arg     51.46     42.24   At maturity

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Itaú Argentina   Argentina   $ Arg     55.07     44.68   At maturity

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Santander Río   Argentina   $ Arg     44.16     37.14   At maturity

Foreign

  Central Costanera S.A.   Argentina   Foreign   Banco Supervielle   Argentina   $ Arg     49.96     41.21   At maturity

Foreign

  Central Costanera S.A.   Argentina   Foreign   Citibank   Argentina   $ Arg     45.10     37.81   At maturity

Foreign

  Central Costanera S.A.   Argentina   Foreign   Credit Suisse International   Argentina   US$     14.84     13.92   Quarterly

Foreign

  Central Costanera S.A.   Argentina   Foreign   ICBC Argentina   Argentina   $ Arg     51.97     42.59   At maturity

94.271.00-3

  Enersis S.A.   Chile   97.004.000-5   Banco Santander Chile   Chile   Ch$     4.50     4.50   At maturity

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Macro   Argentina   $ Arg     34.46     31.10   At maturity

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Deutsche Bank   Argentina   US$     13.50     12.86   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Standard Bank   Argentina   US$     13.50     12.86   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau   Argentina   US$     13.50     12.86   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Santander - Sindicado IV   Argentina   $ Arg     40.59     35.54   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Itau- Sindicado IV   Argentina   $ Arg     40.59     35.54   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Galicia - Sindicado IV   Argentina   $ Arg     40.59     35.54   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Hipotecario - Sindicado IV   Argentina   $ Arg     40.59     35.54   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Banco Ciudad - Sindicado IV   Argentina   $ Arg     40.59     35.54   Quarterly

Foreign

  H. El Chocón S.A.   Argentina   Foreign   ICBC Argentina   Argentina   $ Arg     40.59     35.54   Quarterly

 

 

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

 

F-106


Table of Contents

Taxpayer

ID No.

(RUT)

  December 31, 2015  
  Current ThCh$     Non-current ThCh$  
  Less than
90 days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    Over five
years
    Total Non-
current
 

Foreign

    —          400,960        400,960        7,765,896        7,765,896        7,765,896        —          —          23,297,688   

96.800.570-7

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    244,599        601,653        846,252        802,204        18,049,594        —          —          —          18,851,798   

Foreign

    458,314        1,333,451        1,791,765        1,777,935        —          —          —          —          1,777,935   

Foreign

    328,118        898,325        1,226,443        1,197,767        1,197,767        299,442        —          —          2,694,976   

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          1,128,884        1,128,884        8,960,650        8,960,650        8,960,650        —          —          26,881,950   

Foreign

    —          14,569,734        14,569,734        13,440,975        13,440,975        13,440,975        —          —          40,322,925   

Foreign

    9,045,598        —          9,045,598        —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    25,619,644        —          25,619,644        —          —          —          —          —          —     

Foreign

    28,776        —          28,776        2,083,721        —          —          —          —          2,083,721   

Foreign

    95,383        —          95,383        —          4,375,814        —          —          —          4,375,814   

Foreign

    14,718        —          14,718        —          3,125,581        —          —          —          3,125,581   

Foreign

    23,807        —          23,807        —          5,209,302        —          —          —          5,209,302   

Foreign

    15,918        —          15,918        —          5,000,930        —          —          —          5,000,930   

Foreign

    14,416        —          14,416        —          5,209,302        —          —          —          5,209,302   

Foreign

    12,519,774        —          12,519,774        —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    83,049        —          83,049        —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    169,444        274,065        443,509        —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    135,920        3,353,778        3,489,698        —          —          —          —          46,952,895        46,952,895   

Foreign

    48,510        1,192,454        1,240,964        —          —          —          —          16,694,363        16,694,363   

Foreign

    11,038,653        —          11,038,653        —          —          —          —          —          —     

Foreign

    5,169,932        —          5,169,932        —          —          —          —          —          —     

Foreign

    361,969        27,472,753        27,834,722        —          —          —          —          —          —     

Foreign

    13,251,721        —          13,251,721        —          —          —          —          —          —     

Foreign

    —          20,318,330        20,318,330        —          —          —          —          —          —     

Foreign

    —          13,509,598        13,509,598        —          —          —          —          —          —     

Foreign

    —          10,462,152        10,462,152        —          —          —          —          —          —     

Foreign

    —          139,275        139,275        29,066,078        —          —          —          —          29,066,078   

Foreign

    2,922,289        —          2,922,289        —          —          —          —          —          —     

Foreign

    438,505        —          438,505        —          —          —          —          —          —     

91.081.000-6

    —          —          —          —          —          —          —          —          —     

91.081.000-6

    —          —          —          —          —          —          —          —          —     

Foreign

    —          714,607        714,607        259,978        —          —          —          —          259,978   

Foreign

    —          271,439        271,439        120,187        —          —          —          —          120,187   

Foreign

    —          181,232        181,232        73,961        —          —          —          —          73,961   

Foreign

    —          259,139        259,139        115,564        —          —          —          —          115,564   

Foreign

    —          852,379        852,379        381,640        —          —          —          —          381,640   

Foreign

    1,216,306        —          1,216,306        —          —          —          —          —          —     

Foreign

    —          291,321        291,321        129,432        —          —          —          —          129,432   

94.271.00-3

    —          —          —          —          —          —          —          —          —     

Foreign

    1,119,924        —          1,119,924        —          —          —          —          —          —     

Foreign

    1,341,641        —          1,341,641        —          —          —          —          —          —     

Foreign

    670,824        —          670,824        —          —          —          —          —          —     

Foreign

    670,824        —          670,824        —          —          —          —          —          —     

Foreign

    202,930        451,981        654,911        —          —          —          —          —          —     

Foreign

    185,284        412,679        597,963        —          —          —          —          —          —     

Foreign

    176,461        393,027        569,488        —          —          —          —          —          —     

Foreign

    61,761        137,560        199,321        —          —          —          —          —          —     

Foreign

    26,469        58,954        85,423        —          —          —          —          —          —     

Foreign

    229,399        510,935        740,334        —          —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    87,930,880        100,190,665        188,121,545        66,175,988        72,335,811        30,466,963        —          63,647,258        232,626,020   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-107


Table of Contents

Taxpayer

ID No.

(RUT)

  December 31, 2014  
  Current ThCh$     Non-current ThCh$        
  Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    Over five
years
    Total Non-
current
 

Foreign

    —          390,065        390,065        —          9,920,055        9,920,055        9,920,055        —          29,760,165   

96.800.570-7

    133        —          133        —          —          —          —          —          —     

Foreign

    260,672        564,193        824,865        752,258        752,258        15,233,217        —          —          16,737,733   

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    395,746        1,137,486        1,533,232        1,516,648        1,516,648        —          —          —          3,033,296   

Foreign

    287,425        766,306        1,053,731        1,021,742        1,021,742        1,021,742        255,432        —          3,320,658   

Foreign

    9,358        —          9,358        —          —          —          —          —          —     

Foreign

    —          —          —          —          11,446,218        11,446,218        11,446,218        —          34,338,654   

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    1,516,649        5,914,928        7,431,577        13,498,170        14,559,823        —          —          —          28,057,993   

Foreign

    11,755        —          11,755        21,839,736        —          —          —          —          21,839,736   

Foreign

    28,029        —          28,029        —          2,029,640        —          —          —          2,029,640   

Foreign

    92,908        —          92,908        —          —          4,262,243        —          —          4,262,243   

Foreign

    12,224        —          12,224        —          —          3,044,460        —          —          3,044,460   

Foreign

    19,669        —          19,669        —          —          5,074,099        —          —          5,074,099   

Foreign

    12,130        —          12,130        —          —          4,871,135        —          —          4,871,135   

Foreign

    10,527        —          10,527        —          —          5,074,099        —          —          5,074,099   

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    86,295        3,157,116        3,243,411        —          —          —          —          —          —     

Foreign

    20,520        807,217        827,737        —          —          —          —          —          —     

Foreign

    434,480        —          434,480        —          —          —          —          —          —     

Foreign

    47,485        1,435,053        1,482,538        —          —          —          —          —          —     

Foreign

    566,446        —          566,446        —          —          —          —          —          —     

Foreign

    287,700        —          287,700        —          —          —          —          —          —     

Foreign

    —          55,892        55,892        —          —          —          —          20,393,652        20,393,652   

Foreign

    —          153,503        153,503        —          —          —          —          57,357,148        57,357,148   

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    —          —          —          —          —          —          —          —          —     

Foreign

    710,351        —          710,351        —          —          —          —          —          —     

91.081.000-6

    —          1,007,362        1,007,362        —          —          —          —          —          —     

91.081.000-6

    1,338        —          1,338        —          —          —          —          —          —     

Foreign

    —          800,033        800,033        853,856        —          —          —          —          853,856   

Foreign

    —          302,809        302,809        350,571        —          —          —          —          350,571   

Foreign

    —          185,138        185,138        215,736        —          —          —          —          215,736   

Foreign

    —          289,401        289,401        337,088        —          —          —          —          337,088   

Foreign

    —          955,718        955,718        1,113,199        —          —          —          —          1,113,199   

Foreign

    —          2,126,669        2,126,669        1,022,595        —          —          —          —          1,022,595   

Foreign

    —          324,772        324,772        377,538        —          —          —          —          377,538   

94.271.00-3

    123        —          123        —          —          —          —          —          —     

Foreign

    1,461,573        —          1,461,573        —          —          —          —          —          —     

Foreign

    5,725,691        —          5,725,691        —          —          —          —          —          —     

Foreign

    2,862,848        —          2,862,848        —          —          —          —          —          —     

Foreign

    2,862,848        —          2,862,848        —          —          —          —          —          —     

Foreign

    158,689        813,581        972,270        862,890        —          —          —          —          862,890   

Foreign

    144,890        742,835        887,725        787,856        —          —          —          —          787,856   

Foreign

    137,990        707,462        845,452        750,339        —          —          —          —          750,339   

Foreign

    48,297        247,612        295,909        262,618        —          —          —          —          262,618   

Foreign

    20,699        106,119        126,818        112,552        —          —          —          —          112,552   

Foreign

    179,387        919,701        1,099,088        975,440        —          —          —          —          975,440   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    18,414,875        23,910,971        42,325,846        46,650,832        41,246,384        59,947,268        21,621,705        77,750,800        247,216,989   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In Appendix 4, letter a), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle the bank loans detailed above.

 

 

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

 

F-108


Table of Contents

20.2  Unsecured liabilities

The detail of Unsecured Liabilities by currency and maturity as of December 31, 2015 and 2014, is as follows:

- Summary of unsecured liabilities by currency and maturity

 

Country

  Currency     Annual
Nominal
Rate
    Secured/
Unsecured
    Current     Non-current  
        Maturity     Total Current
at 12/31/2015
ThCh$
    Maturity     Total Non-
current at
12/31/2015
ThCh$
 
        One to three
months
ThCh$
    Three to twelve
months
ThCh$
      One to two
years
ThCh$
    Two to three
years
ThCh$
    Three to four years
ThCh$
    Four to five
years
ThCh$
    Over five years
ThCh$
   

Chile

    US$        7.00     Unsecured        —          179,552,878        179,552,878        —          —          —          —          609,317        609,317   

Chile

    U.F.        5.75     Unsecured        —          3,417,313        3,417,313        3,546,564        3,750,488        3,966,142        4,194,193        6,097,254        21,554,641   

Peru

    US$        6.50     Unsecured        1,025,402        14,223,478        15,248,880        —          7,111,739        5,807,446        7,111,739        7,111,739        27,142,663   

Peru

   
 
 
Peruvian
nuevo
sol
  
  
  
    6.44     Unsecured        11,874,390        9,345,624        21,220,014        20,628,837        —          44,799,999        27,088,371        123,043,719        215,560,926   

Colombia

    CP        10.81     Unsecured        60,132,757        —          60,132,757        125,441,571        107,284,492        80,913,285        53,852,881        551,735,058        919,227,287   

Brazil

    Real        15.64     Unsecured        —          76,649,745        76,649,745        87,811,094        79,034,498        40,774,981        —          —          207,620,573   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total        73,032,549        283,189,038        356,221,587        237,428,066        197,181,217        176,261,853        92,247,184        688,597,087        1,391,715,407   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Country

  Currency     Annual
Nominal
Rate
    Secured/
Unsecured
    Current     Non-current  
        Maturity     Total Current
at 12/31/2014
    Maturity    

Total Non-

current at
12/31/2014

 
        One to three
months
   

Three to twelve

months

      One to two
years
    Two to three
years
    Three to four years     Four to five
years
   

Over five

years

   
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  
    US$        7.17     Unsecured        10,600,825        124,464,832        135,065,657        153,936,502        —          —          —          420,471,172        574,407,674   

Chile

    U.F.        5.57     Unsecured        1,523,693        8,154,883        9,678,576        8,345,041        8,530,345        8,726,297        31,321,793        272,880,640        329,804,116   

Peru

    US$        6.59     Unsecured        4,852,113        —          4,852,113        12,133,186        —          6,066,593        4,953,980        12,133,186        35,286,945   

Peru

   
 
 
Peruvian
nuevo
sol
  
  
  
    6.57     Unsecured        7,369,056        23,437,141        30,806,197        17,292,530        20,093,432        —          29,429,775        146,235,538        213,051,275   

Colombia

    CP        8.16     Unsecured        92,570,006        —          92,570,006        36,963,495        142,924,458        122,313,646        92,241,270        690,301,242        1,084,744,111   

Brazil

    Real        12.55     Unsecured        —          35,952,570        35,952,570        80,341,173        104,952,742        93,563,508        49,266,449        —          328,123,872   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total        116,915,693        192,009,426        308,925,119        309,011,927        276,500,977        230,670,044        207,213,267        1,542,021,778        2,565,417,993   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  20.3   Secured liabilities

As of December 31, 2015 and 2014 there are no secured liabilities.

- Fair value measurement and hierarchy

The fair value of current and non-current secured and unsecured liabilities as of December 31, 2015 totaled ThCh$1,768,663,119 (ThCh$3,207,640,549 as of December 31, 2014). These liabilities have been classified as Level 2 fair value measurement based on the entry data used in the valuation techniques used (see Note 3.h). It is important to note that these financial liabilities are measured at amortized cost (see Note 3 g.4).

 

 

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

 

F-109


Table of Contents

- Secured and unsecured liabilities by company

 

Tax ID
Number

  

Company

  

Country

  

Tax
ID Number
Financial
Institution

  

Financial Institution

  

Country

  

Currency

   Effective
interest
rate
    Nominal
interest
rate
    Secured
                        
                        

Foreign

   Ampla Energía S.A.    Brazil    Foreign    Bonos 1ª Serie 16    Brazil    Real      13.66     13.75   No

Foreign

   Ampla Energía S.A.    Brazil    Foreign    Bonos 1ª Serie 17    Brazil    Real      13.71     13.89   No

Foreign

   Ampla Energía S.A.    Brazil    Foreign    Bonos 1ª Serie 18    Brazil    Real      14.69     14.91   No

Foreign

   Ampla Energía S.A.    Brazil    Foreign    Bonos 2ª Serie 26    Brazil    Real      13.55     18.97   No

Foreign

   Ampla Energía S.A.    Brazil    Foreign    Bonos 2ª Serie 27    Brazil    Real      15.35     16.89   No

Foreign

   Ampla Energía S.A.    Brazil    Foreign    Bonos 2ª Serie 28    Brazil    Real      14.69     14.91   No

Foreign

   Codensa    Colombia    Foreign    B102    Colombia    CP      12.03     11.52   No

Foreign

   Codensa    Colombia    Foreign    B103    Colombia    CP      12.29     11.76   No

Foreign

   Codensa    Colombia    Foreign    B604    Colombia    CP      10.56     10.17   No

Foreign

   Codensa    Colombia    Foreign    Bonos B12-13    Colombia    CP      11.50     11.03   No

Foreign

   Codensa    Colombia    Foreign    Bonos B5-13    Colombia    CP      10.56     10.17   No

Foreign

   Codensa    Colombia    Foreign    Bonos B7-14    Colombia    CP      10.15     9.78   No

Foreign

   Coelce S.A.    Brazil    Foreign    Itaú 1    Brazil    Real      13.77     13.99   No

Foreign

   Coelce S.A.    Brazil    Foreign    Itaú 2    Brazil    Real      17.07     17.79   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Continental    Peru    Peruvian nuevo sol      6.41     6.31   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Continental    Peru    Peruvian nuevo sol      6.38     6.28   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Continental    Peru    US$      6.44     6.34   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Continental    Peru    US$      7.93     7.78   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Continental    Peru    US$      7.25     7.13   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Scotiabank    Peru    US$      6.73     6.63   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Scotiabank    Peru    US$      6.09     6.00   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Scotiabank    Peru    US$      5.86     5.78   No

Foreign

   Edegel S.A.A    Peru    Foreign    Banco Scotiabank    Peru    US$      6.57     6.47   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Horizonte    Peru    Peruvian nuevo sol      7.22     7.09   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Integra    Peru    Peruvian nuevo sol      8.16     8.00   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Integra    Peru    Peruvian nuevo sol      8.00     7.85   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Integra    Peru    Peruvian nuevo sol      5.91     5.82   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Prima    Peru    Peruvian nuevo sol      6.63     6.52   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Prima    Peru    Peruvian nuevo sol      6.94     6.82   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Prima    Peru    Peruvian nuevo sol      7.13     7.00   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Prima    Peru    Peruvian nuevo sol      7.44     7.30   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    AFP Profuturo    Peru    Peruvian nuevo sol      8.06     7.91   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    FCR - Macrofondo    Peru    Peruvian nuevo sol      5.56     5.49   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    FCR - Macrofondo    Peru    Peruvian nuevo sol      7.03     6.91   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Fondo - Fosersoe    Peru    Peruvian nuevo sol      8.75     8.57   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Interseguro Cia de Seguros    Peru    Peruvian nuevo sol      6.28     6.19   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.06     5.97   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.50     6.40   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      7.06     6.94   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      5.00     4.94   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      5.13     5.06   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.75     6.64   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      7.28     7.15   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.50     6.40   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      7.38     7.24   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.78     6.67   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.34     6.25   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      5.84     5.76   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.34     6.25   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      4.81     4.76   No

Foreign

   Edelnor S.A.A.    Peru    Foreign    Rimac Internacional    Peru    Peruvian nuevo sol      6.13     6.03   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos A-10    Colombia    CP      8.87     8.59   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos A102    Colombia    CP      8.87     8.59   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos B09-09    Colombia    CP      12.67     12.11   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos B10    Colombia    CP      12.54     11.99   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos B-103    Colombia    CP      11.87     11.87   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos B12    Colombia    CP      12.88     12.30   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos B15    Colombia    CP      12.87     12.29   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos B6-13    Colombia    CP      10.91     10.49   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos B6-14    Colombia    CP      10.03     8.67   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos exterior    Colombia    CP      10.17     10.17   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos quimbo    Colombia    CP      10.17     10.17   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos Quimbo B10    Colombia    CP      10.13     9.77   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos Quimbo B10-14    Colombia    CP      10.46     10.08   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos Quimbo B12-13    Colombia    CP      11.71     11.23   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos Quimbo B15    Colombia    CP      10.26     9.89   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos Quimbo B16-14    Colombia    CP      10.81     10.39   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos Quimbo B6-13    Colombia    CP      10.91     10.49   No

Foreign

   Emgesa S.A. E.S.P.    Colombia    Foreign    Bonos Quimbo B6-14    Colombia    CP      10.03     9.67   No

91.081.000-6

   Endesa Chile S.A.    Chile    97.004.000-5    Banco Santander 522 Serie-M    Chile    U.F.      4.82     4.75   No

91.081.000-6

   Endesa Chile S.A.    Chile    97.004.000-5    Banco Santander - 317 Serie-H    Chile    U.F.      7.17     6.20   No

91.081.000-6

   Endesa Chile S.A.    Chile    Foreign    BNY Mellon - 144 - A    U.S.A.    US$      8.83     8.63   No

91.081.000-6

   Endesa Chile S.A.    Chile    Foreign    BNY Mellon - Primera Emisión S-2    U.S.A.    US$      7.40     7.33   No

91.081.000-6

   Endesa Chile S.A.    Chile    Foreign    BNY Mellon - Primera Emisión S-3    U.S.A.    US$      8.26     8.13   No

91.081.000-6

   Endesa Chile S.A.    Chile    Foreign    BNY Mellon - Unica 24296    U.S.A.    US$      4.32     4.25   No

91.081.000-6

   Endesa Chile S.A.    Chile    Foreign    BNY Mellon - Primera Emisión S-1    U.S.A.    US$      7.96     7.88   No

94.271.000-3

   Enersis Américas S.A.    Chile    97.004.000-5    Bonos UF 269    Chile    U.F.      7.02     5.75   No

94.271.000-3

   Enersis Américas S.A.    Chile    Foreign    Yankee bonos 2016    U.S.A.    US$      7.76     7.40   No

94.271.000-3

   Enersis Américas S.A.    Chile    Foreign    Yankee bonos 2026    U.S.A.    US$      7.76     6.60   No

 

 

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

 

F-110


Table of Contents

Tax ID Number

   December 31, 2015  
   Current ThCh$      Non-current ThCh$  
   Less than
90 days
     More than
90 days
     Total
Current
     One to two
years
     Two to
three years
     Three to
four years
     Four to
five years
     More than
5 years
     Total Non-
current
 

Foreign

     —           10,550,152         10,550,152         —           —           —           —           —           —     

Foreign

     —           9,072,396         9,072,396         8,960,650         —           —           —           —           8,960,650   

Foreign

     —           1,980,285         1,980,285         8,960,650         8,960,650         8,960,650         —           —           26,881,950   

Foreign

     —           16,645,720         16,645,720         14,750,376         14,750,376         —           —           —           29,500,752   

Foreign

     —           2,256,837         2,256,837         22,653,731         22,888,844         22,853,681         —           —           68,396,256   

Foreign

     —           1,980,285         1,980,285         8,960,650         8,960,650         8,960,650         —           —           26,881,950   

Foreign

     480,031         —           480,031         87,436,064         —           —           —           —           87,436,064   

Foreign

     121,021         —           121,021         —           17,886,817         —           —           —           17,886,817   

Foreign

     32,826,348         —           32,826,348         —           —           —           —           —           —     

Foreign

     613,975         —           613,975         —           —           —           —           43,227,965         43,227,965   

Foreign

     531,899         —           531,899         —           40,616,490         —           —           —           40,616,490   

Foreign

     77,582         —           77,582         —           —           —           —           41,363,265         41,363,265   

Foreign

     —           9,601,388         9,601,388         —           —           —           —           —           —     

Foreign

     —           24,562,682         24,562,682         23,525,037         23,473,978         —           —           —           46,999,015   

Foreign

     —           8,221         8,221         —           —           —           —           5,209,304         5,209,304   

Foreign

     —           —           —           —           —           5,209,302         —           —           5,209,302   

Foreign

     194,246         —           194,246         —           —           —           —           7,111,739         7,111,739   

Foreign

     200,841         —           200,841         —           —           5,807,446         —           —           5,807,446   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     215,945         7,111,739         7,327,684         —           —           —           —           —           —     

Foreign

     117,344         7,111,739         7,229,083         —           —           —           —           —           —     

Foreign

     102,787         —           102,787         —           —           —           7,111,739         —           7,111,739   

Foreign

     194,239         —           194,239         —           7,111,739         —           —           —           7,111,739   

Foreign

     75,209         3,125,581         3,200,790         —           —           —           —           —           —     

Foreign

     3,899,407         —           3,899,407         —           —           —           —           —           —     

Foreign

     5,855,385         —           5,855,385         —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           5,226,830         5,226,830         —           —           —           —           —           —     

Foreign

     185,972         —           185,972         —           —           —           6,251,163         —           6,251,163   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     204,447         —           204,447         —           —           —           —           10,418,604         10,418,604   

Foreign

     135,116         —           135,116         —           —           4,167,442         —           —           4,167,442   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           111,978         111,978         —           —           —           —           8,334,884         8,334,884   

Foreign

     —           87,726         87,726         —           —           —           —           10,418,604         10,418,604   

Foreign

     —           43,642         43,642         4,167,442         —           —           —           —           4,167,442   

Foreign

     —           91,977         91,977         6,251,163         —           —           —           —           6,251,163   

Foreign

     —           61,354         61,354         —           —           —           —           8,334,884         8,334,884   

Foreign

     229,897         —           229,897         —           —           —           —           10,418,604         10,418,604   

Foreign

     248,093         —           248,093         —           —           —           10,418,604         —           10,418,604   

Foreign

     190,009         —           190,009         —           —           —           —           7,397,209         7,397,209   

Foreign

     —           75,245         75,245         —           —           —           10,418,604         —           10,418,604   

Foreign

     —           102,450         102,450         —           —           —           —           12,502,325         12,502,325   

Foreign

     —           310,080         310,080         —           —           —           —           20,837,209         20,837,209   

Foreign

     —           39,656         39,656         —           —           —           —           12,502,325         12,502,325   

Foreign

     —           60,884         60,884         —           —           20,837,209         —           —           20,837,209   

Foreign

     304,643         —           304,643         —           —           —           —           16,669,767         16,669,767   

Foreign

     139,221         —           139,221         10,210,232         —           —           —           —           10,210,232   

Foreign

     406,991         —           406,991         —           —           14,586,046         —           —           14,586,046   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     1,472,677         —           1,472,677         —           48,781,185         —           —           —           48,781,185   

Foreign

     599,598         —           599,598         —           —           35,783,303         —           —           35,783,303   

Foreign

     3,893,386         —           3,893,386         38,005,507         —           —           —           —           38,005,507   

Foreign

     614,301         —           614,301         —           —           —           —           20,026,666         20,026,666   

Foreign

     213,136         —           213,136         —           —           —           —           12,407,680         12,407,680   

Foreign

     66,722         —           66,722         —           —           11,047,324         —           —           11,047,324   

Foreign

     299,818         —           299,818         —           —           —           24,573,172         —           24,573,172   

Foreign

     13,745,374         —           13,745,374         —           —           —           —           19,368,586         19,368,586   

Foreign

     1,912,740         —           1,912,740         —           —           —           —           144,605,973         144,605,973   

Foreign

     341,157         —           341,157         —           —           —           —           67,020,604         67,020,604   

Foreign

     529,437         —           529,437         —           —           —           —           41,638,617         41,638,617   

Foreign

     524,321         —           524,321         —           —           —           —           81,102,939         81,102,939   

Foreign

     230,201         —           230,201         —           —           —           —           44,675,420         44,675,420   

Foreign

     475,939         —           475,939         —           —           —           —           36,297,343         36,297,343   

Foreign

     205,848         —           205,848         —           —           34,082,658         —           —           34,082,658   

Foreign

     357,246         —           357,246         —           —           —           29,279,709         —           29,279,709   

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

94.271.000-3

     —           3,417,313         3,417,313         3,546,564         3,750,488         3,966,142         4,194,193         6,097,254         21,554,641   

94.271.000-3

     —           179,549,527         179,549,527         —           —           —           —           —           —     

94.271.000-3

     —           3,351         3,351         —           —           —           —           609,317         609,317   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total unsecured bonds

     73,032,549         283,189,038         356,221,587         237,428,066         197,181,217         176,261,853         92,247,184         688,597,087         1,391,715,407   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

 

F-111


Table of Contents

Tax ID Number

   December 31, 2014
   Current ThCh$      Non-current ThCh$
   Less than
90 days
     More than
90 days
     Total
Current
     One to two
years
     Two to
three years
     Three to
four years
     Four to
five years
     More than
5 years
    

Total Non-

current

Foreign

     —           13,508,284         13,508,284         13,392,075         —           —           —           —         13,392,075

Foreign

     —           97,895         97,895         11,183,110         11,446,218         —           —           —         22,629,328

Foreign

     —           3,842,192         3,842,192         —           22,666,150         22,706,738         22,651,006         —         68,023,894

Foreign

     —           2,206,338         2,206,338         16,792,364         17,045,383         17,045,383         —           —         50,883,130

Foreign

     —           2,627,046         2,627,046         —           26,615,437         26,615,443         26,615,443         —         79,846,323

Foreign

     —           —           —           —           —           —           —           —         —  

Foreign

     419,979         —           419,979         —           99,597,748         —           —           —         99,597,748

Foreign

     106,657         —           106,657         —           —           20,393,652         —           —         20,393,652

Foreign

     341,784         —           341,784         36,963,495         —           —           —           —         36,963,495

Foreign

     530,570         —           530,570         —           —           —           —           49,286,360       49,286,360

Foreign

     447,227         —           447,227         —           —           46,308,886         —           —         46,308,886

Foreign

     64,396         —           64,396         —           —           —           —           47,160,321       47,160,321

Foreign

     —           12,502,318         12,502,318         11,904,066         —           —           —           —         11,904,066

Foreign

     —           1,168,497         1,168,497         27,069,558         27,179,554         27,195,944         —           —         81,445,056

Foreign

     —           8,008         8,008         —           —           —           —           5,074,099       5,074,099

Foreign

     156,702         —           156,702         —           —           —           5,074,099         —         5,074,099

Foreign

     165,699         —           165,699         —           —           —           —           6,066,593       6,066,593

Foreign

     171,325         —           171,325         —           —           —           4,953,980         —         4,953,980

Foreign

     3,977,405         —           3,977,405         —           —           —           —           —         —  

Foreign

     184,210         —           184,210         6,066,593         —           —           —           —         6,066,593

Foreign

     100,099         —           100,099         6,066,593         —           —           —           —         6,066,593

Foreign

     87,681         —           87,681         —           —           —           —           6,066,593       6,066,593

Foreign

     165,694         —           165,694         —           —           6,066,593         —           —         6,066,593

Foreign

     73,257         —           73,257         3,044,460         —           —           —           —         3,044,460

Foreign

     —           —           —           3,653,351         —           —           —           —         3,653,351

Foreign

     182,794         —           182,794         5,520,620         —           —           —           —         5,520,620

Foreign

     —           4,106,563         4,106,563         —           —           —           —           —         —  

Foreign

     —           4,104,101         4,104,101         —           —           —           —           —         —  

Foreign

     189,306         8,118,559         8,307,865         —           —           —           —           —         —  

Foreign

     —           17,072         17,072         5,074,099         —           —           —           —         5,074,099

Foreign

     181,145         —           181,145         —           —           —           —           6,088,919       6,088,919

Foreign

     5,176,988         —           5,176,988         —           —           —           —           —         —  

Foreign

     199,141         —           199,141         —           —           —           —           10,148,198       10,148,198

Foreign

     131,609         —           131,609         —           —           —           4,059,279         —         4,059,279

Foreign

     —           6,118,518         6,118,518         —           —           —           —           —         —  

Foreign

     —           109,072         109,072         —           —           —           —           8,118,559       8,118,559

Foreign

     —           85,449         85,449         —           —           —           —           10,148,198       10,148,198

Foreign

     —           42,509         42,509         —           4,059,279         —           —           —         4,059,279

Foreign

     —           89,590         89,590         —           6,088,919         —           —           —         6,088,919

Foreign

     —           59,762         59,762         —           —           —           —           8,118,559       8,118,559

Foreign

     223,930         —           223,930         —           —           —           —           10,148,198       10,148,198

Foreign

     241,654         —           241,654         —           —           —           —           10,148,198       10,148,198

Foreign

     185,078         —           185,078         —           —           —           —           7,205,221       7,205,221

Foreign

     —           73,293         73,293         —           —           —           —           10,148,198       10,148,198

Foreign

     —           99,791         99,791         —           —           —           —           12,177,838       12,177,838

Foreign

     —           306,923         306,923         —           —           —           —           20,296,397       20,296,397

Foreign

     —           38,627         38,627         —           —           —           —           12,177,838       12,177,838

Foreign

     —           59,304         59,304         —           —           —           20,296,397         —         20,296,397

Foreign

     291,845         —           291,845         —           —           —           —           16,237,118       16,237,118

Foreign

     135,607         —           135,607         —           9,945,234         —           —           —         9,945,234

Foreign

     —           —           —           —           —           —           —           —         —  

Foreign

     54,029,298         —           54,029,298         —           —           —           —           —         —  

Foreign

     10,288,151         —           10,288,151         —           —           —           —           —         —  

Foreign

     1,307,418         —           1,307,418         —           —           55,611,108         —           —         55,611,108

Foreign

     530,887         —           530,887         —           —           —           40,793,373         —         40,793,373

Foreign

     3,361,512         —           3,361,512         —           43,326,710         —           —           —         43,326,710

Foreign

     547,749         —           547,749         —           —           —           —           22,830,628       22,830,628

Foreign

     190,004         —           190,004         —           —           —           —           14,144,897       14,144,897

Foreign

     56,716         —           56,716         —           —           —           12,593,838         —         12,593,838

Foreign

     247,702         —           247,702         —           —           —           —           28,012,654       28,012,654

Foreign

     2,180,810         —           2,180,810         —           —           —           —           22,942,859       22,942,859

Foreign

     15,671,786         —           15,671,786         —           —           —           —           163,885,784       163,885,784

Foreign

     282,892         —           282,892         —           —           —           —           76,406,981       76,406,981

Foreign

     443,930         —           443,930         —           —           —           —           47,472,761       47,472,761

Foreign

     455,387         —           455,387         —           —           —           —           92,464,960       92,464,960

Foreign

     191,716         —           191,716         —           —           —           —           50,934,262       50,934,262

Foreign

     403,310         —           403,310         —           —           —           —           41,380,613       41,380,613

Foreign

     174,976         —           174,976         —           —           —           38,854,059         —         38,854,059

Foreign

     295,149         —           295,149         —           —           —           —           33,378,162       33,378,162

91.081.000-6

     —           508,451         508,451         —           —           —           22,388,273         220,251,255       242,639,528

91.081.000-6

     —           6,054,055         6,054,055         5,122,437         5,122,437         5,122,437         5,122,437         42,939,415       63,429,163

91.081.000-6

     4,361,016         121,350,000         125,711,016         —           —           —           —           —         —  

91.081.000-6

     1,310,741         —           1,310,741         —           —           —           —           42,390,409       42,390,409

91.081.000-6

     830,186         —           830,186         —           —           —           —           18,905,448       18,905,448

91.081.000-6

     —           2,177,558         2,177,558         —           —           —           —           234,941,377       234,941,377

91.081.000-6

     4,098,882         —           4,098,882         —           —           —           —           123,713,346       123,713,346

94.271.000-3

     1,523,693         1,592,377         3,116,070         3,222,604         3,407,908         3,603,860         3,811,083         9,689,970       23,735,425

94.271.000-3

     —           934,411         934,411         153,936,502         —           —           —           —         153,936,502

94.271.000-3

     —           2,863         2,863         —           —           —           —           520,592       520,592
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

Total unsecured bonds

     116,915,693         192,009,426         308,925,119         309,011,927         276,500,977         230,670,044         207,213,267         1,542,021,778       2,565,417,993
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

In Appendix 4, letter b), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle the secured and unsecured liabilities detailed above.

 

 

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

 

F-112


Table of Contents

- Detail of finance lease obligations

 

Tax ID
Number

 

Company

 

Country

 

Tax ID
Number
Financial
Institution

 

Financial institution

 

Country

 

Currency

  Nominal
interest
rate
  December 31, 2015     December 31, 2014
                Current     Non-current     Current     Non-current
                Less than 90
days
    More than 90
days
    Total Current     One to
two years
    Two to three
years
    Three to four
years
    Four to five
years
    More than five
years
    Total Non-
Current
    Less than 90
days
    More than 90
days
    Total Current     One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    More than five
years
   

Total Non-

Current

Foreign

  Codensa   Colombia   Foreign   Union Temporal Rentacol   Colombia   CP   10.80%     62,967        199,380        262,347        266,565        —          —          —          —          266,565        —          —          —          —          —          —          —          —        —  

Foreign

  Codensa   Colombia   Foreign   Mareauto Colombia SAS   Colombia   CP   10.08%     2,598        8,198        10,796        11,936        6,433        —          —          —          18,369        —          —          —          —          —          —          —          —        —  

Foreign

  Codensa   Colombia   Foreign   Banco Corpbanca   Colombia   CP   7.27%     19,831        31,119        50,950        22,853        13,512        —          —          —          36,365        —          —          —          —          —          —          —          —        —  

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Peruvian nuevo sol   6.13%     —          —          —          —          —          —          —          —          —          43,995        —          43,995        —          —          —          —          —        —  

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Santander Peru   Peru   Peruvian nuevo sol   5.79%     —          —          —          —          —          —          —          —          —          16,223        —          16,223        —          —          —          —          —        —  

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Crédito   Peru   Peruvian nuevo sol   5.65%     —          —          —          —          —          —          —          —          —          29,007        19,417        48,424        —          —          —          —          —        —  

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco de Interbank   Peru   Peruvian nuevo sol   5.29%     110,707        —          110,707        —          —          —          —          —          —          102,834        314,402        417,236        107,597        —          —          —          —        107,597

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol   5.95%     85,240        178,308        263,548        —          —          —          —          —          —          83,365        236,019        319,384        256,430        —          —          —          —        256,430

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol   6.00%     77,976        239,624        317,600        —          —          —          —          —          —          73,417        218,216        291,633        308,894        —          —          —          —        308,894

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol   5.99%     73,719        225,872        299,591        12,084        —          —          —          —          12,084        68,973        206,240        275,213        291,802        —          —          —          —        291,802

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Continental   Peru   Peruvian nuevo sol   5.98%     65,285        199,365        264,650        89,743        —          —          —          —          89,743        58,734        184,498        243,232        258,191        —          —          —          —        258,191

Foreign

  Edelnor S.A.A.   Peru   Foreign   Banco Santander Peru   Peru   Peruvian nuevo sol   5.13%     153,549        472,612        626,161        659,036        —          —          —          —          659,036        —          —          —          —          —          —          —          —        —  

Foreign

  EE Piura   Peru   Foreign   Banco de Crédito   Peru   US$   5.80%     1,408,471        4,225,412        5,633,883        5,633,883        5,633,883        5,633,883        14,432,002        —          31,333,651        1,640,658        4,921,975        6,562,633        6,562,631        6,562,633        6,562,633        6,562,633        16,811,128      43,061,658

Foreign

  EE Piura   Peru   Foreign   Banco de Crédito   Peru   Peruvian nuevo sol   5.70%     474,864        1,424,592        1,899,456        1,899,456        1,899,456        1,899,456        4,865,731        —          10,564,099        —          —          —          —          —          —          —          —        —  

91.081.000-6

  Endesa Chile S.A.   Chile   87.509.100-K   Abengoa Chile   Chile   US$   6.50%     —          —          —          —          —          —          —          —          —          —          1,470,563        1,470,563        2,427,000        1,566,150        1,667,950        1,776,367        10,215,436      17,652,903

Foreign

  Edegel S.A.A.   Peru   Foreign   Banco Scotiabank   Peru   US$   2.02%     2,484,674        7,399,875        9,884,549        15,599,736        —          —          —          —          15,599,736        2,122,504        6,312,384        8,434,888        8,416,512        13,307,187        —          —          —        21,723,699

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Banco Corpbanca   Colombia   CP   10.80%     4,579        14,234        18,813        20,200        19,819        —          —          —          40,019        —          —          —          —          —          —          —          —        —  

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Equirent S.A.   Colombia   CP   6.55%     5,424        16,795        22,219        23,718        19,648        —          —          —          43,366        —          —          —          —          —          —          —          —        —  

Foreign

  Emgesa S.A. E.S.P.   Colombia   Foreign   Mareauto Colombia SAS   Colombia   CP   10.08%     795        2,372        3,167        3,650        3,217        —          —          —          6,867        —          —          —          —          —          —          —          —        —  
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

     

Total Leasing

    5,030,679        14,637,758        19,668,437        24,242,860        7,595,968        7,533,339        19,297,733        —          58,669,900        4,239,710        13,883,714        18,123,424        18,629,057        21,435,970        8,230,583        8,339,000        27,026,564      83,661,174
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

In Appendix 4.c), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle the finance lease obligations detailed above.

- Detail of other obligations

 

Tax ID
Number

 

Company

 

Country

 

Tax ID
Number
Financial
Institution

 

Financial institution

 

Country

 

Currency

  Nominal
interest
rate
  December 31, 2015     December 31, 2014
                Current     Non-current     Current     Non-Current
                Less than 90
days
    More than 90
days
    Total Current     One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    More than five
years
    Total Non—
  Current
    Less than
90 days
    More than 90
days
    Total Current     One to two
years
    Two to three
years
    Three to four
years
    Four to
five years
    More than five
years
   

Total Non-

Current

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Eletrobras   Brazil   Real   6.57%     —          —          —          —          —          —          —          —          —          320,904        960,799        1,281,703        1,250,075        1,161,274        845,534        363,042        544,563      4,164,488

Foreign

  Ampla Energía S.A.   Brazil   Foreign   Bndes   Brazil   Real   9.17%     4,668,542        16,155,634        20,824,176        22,376,436        18,904,213        15,431,989        11,215,453        8,186,564        76,114,655        6,342,861        17,834,053        24,176,914        23,778,737        23,778,737        19,359,315        14,939,893        15,331,146      97,187,828

Foreign

  Cien S.A.   Brazil   Foreign   Bndes   Brazil   Real   7.78%     215,214        659,135        874,349        860,857        860,857        860,857        430,428        —          3,012,999        —          538,196        538,196        538,196        538,196        538,196        538,196        269,098      2,421,882

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Nordeste   Brazil   Real   7.85%     951,507        2,896,151        3,847,658        3,806,030        3,806,030        951,507        —          —          8,563,567        1,284,981        3,646,330        4,931,311        4,861,773        4,861,773        4,861,773        1,215,443        —        15,800,762

Foreign

  Coelce S.A.   Brazil   Foreign   Eletrobras   Brazil   Real   6.09%     559,718        1,259,783        1,819,501        1,489,541        1,383,305        1,269,785        1,081,597        1,488,913        6,713,141        588,874        1,752,419        2,341,293        2,278,359        2,091,086        1,955,381        1,810,372        3,770,223      11,905,421

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   US$   42.15%     —          17,520        17,520        —          —          —          —          1,942,995        1,942,995        14,875        —          14,875        —          —          —          —          1,688,327      1,688,327

Foreign

  Coelce S.A.   Brazil   Foreign   BNDES   Brazil   Real   7.98%     1,350,117        5,050,186        6,400,303        7,193,099        7,193,099        7,193,099        4,862,156        3,639,085        30,080,538        1,845,632        5,157,750        7,003,382        6,877,000        6,877,000        6,877,000        6,877,000        6,268,860      33,776,860

Foreign

  Coelce S.A.   Brazil   Foreign   Banco Itau   Brazil   Real   13.27%     —          —          —          —          —          —          —          —          —          —          1,160,712        1,160,712        —          —          —          —          —        —  

Foreign

  Coelce S.A.   Brazil   Foreign   Banco do Brasil   Brazil   Real   12.63%     —          —          —          —          —          —          —          —          —          —          1,074,175        1,074,175        17,169,326        17,169,326        17,169,326        17,169,326        —        68,677,304

Foreign

  Central Costanera S.A.   Argentina   Foreign   Mitsubishi (secured debt)   Argentina   US$   0.25%     —          2,153,867        2,153,867        2,144,288        2,144,288        2,144,288        2,144,288        24,342,682        32,919,834        —          2,391,399        2,391,399        7,362,677        7,362,678        7,362,678        4,532,769        —        26,620,802

Foreign

  Central Costanera S.A.   Argentina   Foreign   Otros   Argentina   Ar$   17.29%     —          —          —          —          —          —          —          —          —          —          3,099,889        3,099,889        —          —          —          —          —        —  

Foreign

  Hidroinvest S.A.   Argentina   Foreign   Otros   Argentina   US$   2.33%     —          391,530        391,530        —          —          —          —          —          —          —          331,928        331,928        —          —          —          —          —        —  

Foreign

  Endesa Argentina S.A.   Argentina   Foreign   Otros   Argentina   Ar$   30.00%     23,515        —          23,515        —          —          —          —          —          —          32,719        —          32,719        —          —          —          —          —        —  

Foreign

  H. El Chocón S.A.   Argentina   Foreign   Otros   Argentina   Ar$   23.54%     16,912,466        —          16,912,466        4,636,665        —          —          —          —          4,636,665        513,496        —          513,496        9,409,124        —          —          —          —        9,409,124
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

     

Total other obligations

    24,681,079        28,583,806        53,264,885        42,506,916        34,291,792        27,851,525        19,733,922        39,600,239        163,984,394        10,944,342        37,947,650        48,891,992        73,525,267        63,840,070        58,969,203        47,446,041        27,872,217      271,652,798
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

In Appendix 4.d), are shown the estimated future cash flows (undiscounted) that the Group will have to disburse to settle these Other Obligations.

 

 

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

 

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20.4    Hedged debt

The debt denominated in U.S. dollar for ThCh$933,447,012 held by Enersis Américas as of December 31, 2015, is related to future cash flow hedges for the Group’s U.S. dollar-linked operating income, of which ThCh$119,366,828 corresponds to continuing operations (ThCh$761,130,114 as of December 31, 2014) (See Note 3.n).

The following table details changes in “Reserve for cash flow hedges” for the years ended December 31, 2015, 2014 and 2013 due to exchange differences from this debt:

 

     12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Balance in hedging reserves (hedging income) at the beginning of the year, net

     (38,783,599      2,415,439         37,372,801   

Foreign currency exchange differences recorded in equity, net

     (44,992,798      (31,401,584      (24,792,601

Recognition of foreign currency exchange differences revenue, net

     3,172,291         (10,086,797      (10,087,806

Foreign currency translation differences

     (81,479      289,343         (76,955

Transfer to assets held for distribution to owners

     74,953,393         —           —     

Balance in hedging reserves (hedging income) at the end of the year, net

     (5,732,192      (38,783,599      2,415,439   

20.5    Other information

As of December 31, 2015, the Enersis Américas Group has long-term lines of credit available for use amounting to ThCh$34,332,376 (ThCh$173,337,192 as of December 31, 2014)

 

21. RISK MANAGEMENT POLICY.

The Group’s companies are exposed to certain risks that are managed by systems that identify, measure, limit concentration of, and monitor these risks.

The main principles in the Group’s risk management policy include the following:

 

    Compliance with proper corporate governance standards.

 

    Strict compliance with all of Group’s internal policies.

 

    Each business and corporate area determines:

 

  I. The markets in which it can operate based on its knowledge and ability to ensure effective risk management;

 

  II. Criteria regarding counterparts;

 

  III. Authorized operators.

 

    Business and corporate areas establish their risk tolerance in a manner consistent with the defined strategy for each market in which they operate.

 

    All of the operations of the businesses and corporate areas are conducted within the limits approved for each case.

 

    Businesses, corporate areas, lines of business and companies design the risk management controls necessary to ensure that transactions in the markets are conducted in accordance with the Enersis Américas policies, standards, and procedures.

 

 

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

 

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21.1  Interest rate risk

Changes in interest rates affect the fair value of assets and liabilities bearing fixed interest rates, as well as, the expected future cash flows of assets and liabilities subject to floating interest rates.

The objective of managing interest rate risk exposure is to achieve a balance in the debt structure to minimize the cost of debt with reduced volatility in profit or loss.

In compliance with the current interest rate hedging policy, the proportion of fixed debt and/or hedged debt over the net total debt was 58% as of December 31, 2015.

Depending on the Group’s estimates and the objectives of the debt structure, hedging transactions are performed by entering into derivatives contracts that mitigate interest rate risk. Derivative instruments currently used to comply with the risk management policy are interest rate swaps to set floating rate to a fixed rate.

The financial debt structure of the Group detailed by the mostly strongly hedged fixed and floating interest rates on total net debt, net of hedging derivative instruments, is as follows:

Net position:

 

     12-31-2015
%
    12-31-2014
%
 

Fixed interest rate

     58     72

Floating interest rate

     42     28
  

 

 

   

 

 

 

Total

     100     100
  

 

 

   

 

 

 

21.2 Exchange rate risk

Exchange rate risks involve basically the following transactions:

 

    Debt taken on by the Group’s companies that is denominated in a currency other than the currency in which its cash flows are indexed.

 

    Payments to be made for the acquisition of project-related materials and for corporate insurance policies in a currency other than that in which its cash flows are indexed.

 

    Income in Group companies directly linked to changes in currencies other than the currency of its cash flows.

 

    Cash flows from foreign subsidiaries to the Chilean parent company which are exposed to exchange rate fluctuations.

In order to mitigate foreign currency risk, the Group’s foreign currency risk management policy is based on cash flows and includes maintaining a balance between U.S. dollar flows and the levels of assets and liabilities denominated in this currency. The objective is to minimize the exposure to variability in cash flows that are attributable to foreign exchange risk.

The hedging instruments currently being used to comply with the policy are currency swaps and forward exchange contracts. In addition, the policy pursues to refinance debt in the functional currency of each of the Group’s companies.

 

 

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

 

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21.3 Commodities risk

The Group has a risk exposure to price fluctuations in certain commodities, basically due to:

 

    Purchases of fuel used to generate electricity.

 

    Energy purchase/sale transactions that take place in local markets.

In order to reduce the risk in situations of extreme drought, the Group has designed a commercial policy that defines the levels of sales commitments in line with the capacity of its generating power plants in a dry year. It also includes risk mitigation terms in certain contracts with unregulated customers and with regulated customers subject to long-term tender processes, establishing indexation polynomials that allow for reducing commodities exposure risk.

Considering the operating conditions faced by the power generation market in Chile, with drought and highly volatile commodity prices on international markets, the Company is constantly evaluating the use of hedging to minimize the impacts that these price fluctuations have on its results. As of December 31, 2015 and 2014, there are no commodity derivatives transactions.

21.4 Liquidity risk

The Group maintains a liquidity risk management policy that consists of entering into long-term committed banking facilities and temporary financial investments for amounts that cover the projected needs over a period of time that is determined based on the situation and expectations for debt and capital markets.

The projected needs mentioned above include maturities of financial debt net of financial derivatives. For further details regarding the features and conditions of financial obligations and financial derivatives (See Notes 19, 21, and Appendix 4).

As of December 31, 2015, the Enersis Américas’ Group has cash and cash equivalents for ThCh$1,185,163,344 and unconditionally available lines of long-term credit for ThCh$34,332,376. As of December 31, 2014, the Group had cash and cash equivalents for ThCh$1,704,745,491 and unconditionally available lines of long-term credit for ThCh$173,337,192.

21.5 Credit risk

The Enersis Américas Group closely monitors its credit risk.

Trade receivables:

The credit risk for receivables from the Group’s commercial activity has historically been very low, due to the short term period of collections from customers, resulting in non-significant cumulative receivables amounts. This situation applies to the electricity generating and distribution lines of business.

In our electricity generating business, some countries’ regulations allow suspending the energy service to customers with outstanding payments, and most contracts have termination clauses for payment default. The Company monitors its credit risk on an ongoing basis and measures quantitatively its maximum exposure to payment default risk, which, as stated above, is very low.

In our electricity distribution companies, the suspension of energy service to customers in payment default is permitted in all cases, in accordance with current regulations in each country. This facilitates our credit risk management, which is also low in this line of business.

 

 

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

 

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Financial assets:

Cash surpluses are invested in the highest-rated local and foreign financial entities (with risk rating equivalent to investment grade where possible) with thresholds established for each entity.

Banks that have received investment grade ratings from the three major international rating agencies (Moody’s, S&P, and Fitch) are selected for making investments.

Investments may be backed with treasury bonds from the countries in which the company operates and/or with commercial papers issued by the highest rated banks; the latter are preferable as they offer higher returns (always in line with current investment policies).

Derivative instruments are entered into with entities with solid creditworthiness; all derivative transactions are performed with entities with investment grade ratings.

21.6 Risk measurement

The Enersis Américas Group measures the Value at Risk (VaR) of its debt positions and financial derivatives in order to monitor the risk assumed by the Company, thereby reducing volatility in the income statement.

The portfolio of positions included for purposes of calculating the present Value at Risk include:

 

    Financial debt

 

    Hedge derivatives for debt, dividends, and projects.

The VaR determined represents the potential variation in value of the portfolio of positions described above in a quarter with a 95% confidence level. To determine the VaR, we take into account the volatility of the risk variables affecting the value of the portfolio of positions, with respect to the U.S. dollar, including:

 

    U.S. dollar Libor interest rate.

 

    The different currencies with which our companies operate and the customary local indices used in the banking industry.

 

    The exchange rates of the various currencies used in the calculation.

The calculation of VaR is based on generating possible future scenarios (at one quarter) of market values (both spot and term) for the risk variables, using Bootstrapping simulations.

The quarter 95%-confidence VaR number is calculated as the 5% percentile most adverse of the quarterly possible fluctuations.

Taking into consideration the assumptions previously described, the quarter VaR of the previously discussed positions was ThCh$84,347,418.

This value represents the potential increase of the Debt and Derivatives’ Portfolio, thus these Values at Risk are inherently related, among other factors, to the Portfolio’s value at each quarter end.

 

 

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

 

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22. FINANCIAL INSTRUMENTS.

22.1    Financial instruments, classified by type and category

 

  a) The detail of financial assets, classified by type and category, as of December 31, 2015 and 2014, is as follows:

 

    12-31-2015  
    Financial assets held
for trading
ThCh$
    Financial assets at fair
value through

profit or loss
ThCh$
    Held-to-maturity
investments
ThCh$
    Loans and
receivables
ThCh$
    Available-for-sale
financial assets
ThCh$
    Financial
derivatives for
hedging
ThCh$
 

Derivative instruments

    4,427,286        —          —          —          —          1,172,125   

Other financial assets

    —          35,467,539        27,195,496        1,045,820,479        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current

    4,427,286        35,467,539        27,195,496        1,045,820,479        —          1,172,125   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity instruments

    —          —          —          —          616,296        —     

Derivative instruments

    —          —          —          —          —          978,556   

Other financial assets

    —          —          39,673        364,516,870        487,893,679        —     

Total Non-current

    —          —          39,673        364,516,870        488,509,975       978,556   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    4,427,286        35,467,539        27,235,169        1,410,337,349        488,509,975        2,150,681   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           
    12-31-2014  
    Financial assets held
for trading
ThCh$
    Financial assets at fair
value through
profit or loss
ThCh$
    Held-to-maturity
investments
ThCh$
    Loans and
receivables
ThCh$
    Available-for-sale
financial assets
ThCh$
    Financial
derivatives
for hedging
ThCh$
 

Derivative instruments

    7,061,715        —          —          —          —          1,414,588   

Other financial assets

    —          52,677,337        38,301,763        1,700,128,243        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current

    7,061,715        52,677,337        38,301,763        1,700,128,243        —          1,414,588   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity instruments

    —          —          —          —          4,306,227        —     

Derivative instruments

    22,002        —          —          —          —          7,229,290   

Other financial assets

    —          —          26,340,396        292,128,280        492,923,605        —     

Total Non-current

    22,002        —          26,340,396        292,128,280        497,229,832        7,229,290   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    7,083,717        52,677,337        64,642,159        1,992,256,523        497,229,832        8,643,878   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

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  b) The detail of financial liabilities, classified by type and category, as of December 31, 2015 and 2014, is as follows:

 

     December 31, 2015  
     Financial liabilities held
for trading
ThCh$
     Loans
and
payables
ThCh$
     Financial derivatives
for hedging
ThCh$
 

Interest-bearing loans

     —           617,276,453         —     

Derivative instruments

     1,052,026         —           69,545,029   

Other financial liabilities

     —           1,447,306,354         —     
  

 

 

    

 

 

    

 

 

 

Total Current

     1,052,026         2,064,582,807         69,545,029   
  

 

 

    

 

 

    

 

 

 

Interest-bearing loans

     —           1,846,995,721         —     

Derivative instruments

     —           —           300,871   

Other financial liabilities

     —           244,079,004         —     

Total Non-current

     —           2,091,074,725         300,871   
  

 

 

    

 

 

    

 

 

 

Total

     1,052,026         4,155,657,532         69,845,900   
  

 

 

    

 

 

    

 

 

 
        
     December 31, 2014  
     Financial liabilities held
for trading
ThCh$
     Loans
and
payables
ThCh$
     Financial derivatives
for hedging
ThCh$
 

Interest-bearing loans

     —           418,266,381         —     

Derivative instruments

     2,544,239         —           995,059   

Other financial liabilities

     —           2,432,557,572         —     
  

 

 

    

 

 

    

 

 

 

Total Current

     2,544,239         2,850,823,953         995,059   
  

 

 

    

 

 

    

 

 

 

Interest-bearing loans

     —           3,167,948,954         —     

Derivative instruments

     6,286,982         —           114,861,592   

Other financial liabilities

     —           159,385,521         —     
  

 

 

    

 

 

    

 

 

 

Total Non-current

     6,286,982         3,327,334,475         114,861,592   
  

 

 

    

 

 

    

 

 

 

Total

     8,831,221         6,178,158,428         115,856,651   
  

 

 

    

 

 

    

 

 

 

22.2    Derivative instruments

The risk management policy of the Group uses primarily interest rate and foreign exchange rate derivatives to hedge its exposure to interest rate and foreign currency risks.

The Company classifies its hedges as follows:

 

    Cash flow hedges: Those that hedge the cash flows of the underlying hedged item.

 

    Fair value hedges: Those that hedge the fair value of the underlying hedged item.

 

    Non-hedge derivatives: Financial derivatives that do not meet the requirements established by IFRS to be designated as hedging instruments are recognized at fair value through profit or loss (financial assets held for trading).

 

 

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

 

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a) Assets and liabilities for hedge derivative instruments

As of December 31, 2015 and 2014, financial derivative qualifying as hedging instruments resulted in recognition of the following assets and liabilities in the statement of financial position:

 

    12-31-2015     12-31-2014  
    Assets     Liabilities     Assets     Liabilities  
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
 

Interest rate hedge:

    908,115        978,556        11,177        300,871        193,246        3,533,655        14,637        582,788   

Cash flow hedge

    908,115        978,556        11,177        300,871        193,246        3,533,655        14,637        582,788   

Exchange rate hedge:

    264,010        —          69,533,852        —          1,221,342        3,695,636        980,421        114,278,805   

Cash flow hedge

    264,010        —          69,533,852        —          1,221,342        3,695,636        980,421        114,278,805   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

    1,172,125        978,556        69,545,029        300,871        1,414,588        7,229,291        995,058        114,861,593   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    General information on hedge derivative instruments

Hedging derivative instruments and their corresponding hedged instruments are shown in the following table:

 

Detail of Hedge
Instruments

   Description of Hedge
Instrument
   Description of Hedged Instrument    Fair Value of Hedged
Instruments
12/31/2015

ThCh$
    Fair Value of Hedged
Instruments
12/31/2014

ThCh$
 

SWAP

   Interest rate    Bank loans      1,574,623        3,129,476   

SWAP

   Exchange rate    Unsecured obligations (bonds)      (69,269,842     (110,342,248

As of December 31, 2015 and 2014, the Group has not recognized significant gains or losses for ineffective cash flow hedges.

For fair value hedges the gain or losses recognized on the hedging instrument and on the underlying hedged item is detailed in the following table:

 

     12-31-2015      12-31-2014      12-31-2013  
   Gains
ThCh$
     Losses
ThCh$
     Gains
ThCh$
     Losses
ThCh$
     Gains
ThCh$
     Losses
ThCh$
 

Hedging instrument

     —           —           610,861         —           697,443         —     

Hedged item

     —           —           —           1,090,341         —           1,556,853   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL

     —           —           610,861         1,090,341         697,443         1,556,853   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

b) Financial derivative instruments assets and liabilities at fair value through profit or loss

As of December 31, 2015 and 2014, financial derivative transactions recognized at fair value through profit or loss, resulted in the recognition of the following assets and liabilities in the statement of financial position:

 

    12-31-2015     12-31-2014  
    Assets     Liabilities     Assets     Liabilities     Assets     Liabilities     Assets     Liabilities  
    Current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Non-current
ThCh$
 

Non-hedging derivative instrument

    4,427,286        1,052,026        —          —          7,061,715        2,544,239        22,002        6,286,982   

 

 

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

 

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c) Other information on derivatives:

The following table sets forth the fair value of hedging and non-hedging derivatives entered into by the Group as well as the remaining contractual maturities as of December 31, 2015 and 2014:

 

    December 31, 2015  
          Notional Amount  

Financial derivatives

  Fair value     Less than
1 year
    1-2 years     2-3 years     3-4 years     4-5 years     Total  
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Interest rate hedge:

    1,574,623        38,204,658        22,314,853        —          —          —          60,519,511   

Cash flow hedge

    1,574,623        38,204,658        22,314,853        —          —          —          60,519,511   

Exchange rate hedge:

    (69,269,842     308,412,252        —          —          —          —          308,412,252   

Cash flow hedge

    (69,269,842     308,412,252        —          —          —          —          308,412,252   

Derivatives not designated for hedge accounting

    3,375,260        44,663,462        —          —          —          —          44,663,462   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    (64,319,959     391,280,372        22,314,853        —          —          —          413,595,225   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    December 31, 2014  
    Fair value     Notional Amount  

Financial derivatives

    Less than 1
year
    1-2
years
    2-3 years     3-4 years     4-5 years     Total  
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Interest rate hedge:

    3,129,476        19,580,330        46,306,386        34,138,973        —          —          100,025,689   

Cash flow hedge

    3,129,476        19,580,330        46,306,386        34,138,973        —          —          100,025,689   

Exchange rate hedge:

    (110,342,248     7,029,775        233,262,249        —          —          260,451,370        500,743,394   

Cash flow hedge

    (110,342,248     7,029,775        233,262,249        —          —          260,451,370        500,743,394   

Derivatives not designated for hedge accounting

    (1,747,504     133,409,820        46,908,791        45,078,924        19,426,499        —          244,824,034   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    (108,960,276     160,019,925        326,477,426        79,217,897        19,426,499        260,451,370        845,593,117   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The hedging and non-hedging derivatives contractual maturities do not represent the Group’s total risk exposure, as the amounts presented in the above tables have been drawn up based on undiscounted contractual cash inflows and outflows for their settlement.

 

 

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

 

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22.3 Fair value hierarchies

Financial instruments recognized at fair value in the consolidated statement of financial position are classified based on the hierarchies described in Note 3.h.

The following table presents financial assets and liabilities measured at fair value as of December 31, 2015 and 2014:

 

Financial Instruments Measured at Fair Value

    Fair Value Measured at End of Reporting
Period Using:
 
    12-31-2015
ThCh$
    Level 1
ThCh$
    Level 2
ThCh$
    Level 3
ThCh$
 

Financial Assets

       

Financial derivatives designated as cash flow hedge

    2,150,681        —          2,150,681        —     

Financial derivatives not designated for hedge accounting

    4,427,286        —          4,427,286        —     

Financial assets at fair value through profit or loss

    35,467,539        35,467,539        —          —     

Available-for-sale financial assets, non-current

    487,893,679        —          487,893,679        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    529,939,185        35,467,539        494,471,646        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Financial Liabilities

       

Financial derivatives designated as cash flow hedge

    69,845,900        —          69,845,900        —     

Financial derivatives not designated for hedge accounting

    1,052,026        —          1,052,026        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    70,897,926        —          70,897,926        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

 

Financial Instruments Measured at Fair Value

    Fair Value Measured at End of Reporting
Period Using:
 
    12-31-2014     Level 1     Level 2     Level 3  
    ThCh$     ThCh$     ThCh$     ThCh$  

Financial Assets

       

Financial derivatives designated as cash flow hedge

    8,643,878        —          8,643,878        —     

Financial derivatives not designated for hedge accounting

    7,083,717        —          7,083,717        —     

Financial assets at fair value through profit or loss

    52,677,337        52,677,337        —          —     

Available-for-sale financial assets, non-current

    492,954,649        31,044        492,923,605        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    561,359,581        52,708,381        508,651,200        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Financial Liabilities

       

Financial derivatives designated as cash flow hedge

    115,856,651        —          115,856,651        —     

Financial derivatives not designated for hedge accounting

    8,831,221        —          8,831,221        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    124,687,872        —          124,687,872        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

22.3.1 Financial instruments whose fair value measurement is classified as Level 3:

The Company entered into certain transaction that resulted in the recognition of a financial liability measured at fair value. The Level 3 fair value is calculated by applying a traditional discounted cash flow method. These projected cash flows include assumptions internally developed by the Company that are primarily based on estimates for prices and levels of energy production and firm capacity, as well as the costs of operating and maintaining some of our power plants.

None of the possible reasonable scenarios foreseeable in the assumptions mentioned in the above paragraph would result in a significant change in the fair value of the financial instruments included at this level. The fair value of the financial liability mentioned above was nil as of December 31, 2015, 2014 and 2013.

 

 

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

 

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23. TRADE AND OTHER CURRENT PAYABLES.

The detail of Trade and Other Payables as of December 31, 2015 and 2014, is as follows:

 

     Current      Non-current  

Trade and other payables

   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Trade payables

     459,144,350         822,851,379        2,247,156         7,147,088   

Other payables

     993,679,857         1,466,025,571        281,297,098         152,238,433   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,452,824,207         2,288,876,950        283,544,254         159,385,521   
  

 

 

    

 

 

    

 

 

    

 

 

 

The detail of Trade and Other Current Payables as of December 31, 2015 and 2014, is as follows:

 

     Current      Non-current  
        One to five years  

Trade and other payables

   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Energy suppliers(1)

     420,027,375         762,931,782         2,247,156         7,147,088   

Fuel and gas suppliers

     39,116,975         59,919,597         —           —     

Payables for goods and services

     570,627,472         792,235,405         208,653,963         111,531,445   

Dividends payable to non-controlling interests

     106,531,865         327,360,126         —           —     

Fines and complaints(2)

     94,165,502         98,470,156         —           —     

Research and development

     12,867,918         18,071,828         17,940,704         24,157,710   

Taxes payables other than income tax

     41,337,748         66,919,568         2,648,714         7,304,354   

VAT debit

     43,676,292         30,612,286         39,465,249         —     

Mitsubishi contract (LTSA)

     15,390,966         34,214,611         —           —     

Obligations for social programs

     18,768,357         12,869,529         —           —     

Interest payments on trade payables

     66,768,001         44,497,783         —           —     

Other payables

     23,545,736         40,774,279         12,588,468         9,244,924   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,452,824,207         2,288,876,950         283,544,254         159,385,521   
  

 

 

    

 

 

    

 

 

    

 

 

 

See Note 21.4 for the description of the liquidity risk management policy.

(1) Includes M$114,103,977 in liabilities owed to CAMMESA by our subsidiary Argentine Edesur S.A. These liabilities are greater than the account receivable recognized by Edesur as part of the implementation of Resolution N°250/13 - Cost Monitoring Mechanism (“MMC”). This resolution instructed CAMMESA to issue Sales Liquidation with Expiration Dates to Define (“LVFVD”) in favor of Edesur for accounts receivables, and accept these LVFVD as part payment of the debts of Edesur.

(2) Corresponds mainly to fines and complaints that our Argentine subsidiary Edesur S.A. has received during the current period and prior years from the regulatory agency due to business service quality, technical product quality, and public safety. These fines have not been paid, as some were suspended under the Agreement Act signed in 2007 with the Argentine government, and others are pending until the Integral Tariff Review (“ITR”) takes place (see Note 4.2).

The detail of trade payables, both up to date and past due as of December 31, 2015 and 2014, are presented in Appendix 7.

 

 

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

 

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24. PROVISIONS.

 

  a) The detail of provisions as of December 31, 2015 and 2014, is as follows:

 

     Current      Non-current  

Provisions

   12-31-2015
ThCh$
     12-31-2014
ThCh$
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Provision for legal proceedings

     42,090,525         58,620,425         144,855,586         165,347,715   

Decommissioning or restoration(1)

     750,345         568,465         6,328,957         31,647,729   

Provision for environmental issues

     73,381,544         9,675,454         31,880,082         248,397   

Other provisions

     11,076,762         21,358,340         783,659         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     127,299,176         90,222,684         183,848,284         197,243,841   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (1) See Note 3a

The expected timing and amount of any cash outflows related to the above provisions is uncertain and depends on the final resolution of the related matters.

 

  b) Changes in provisions as of December 31, 2015 and 2014, are as follows:

 

Provisions

   Legal Proceedings
ThCh$
    Decommissioning or
Restoration

ThCh$
    Environmental and
Other
Provisions (3)
ThCh$
    Total
ThCh$
 

Changes in Provisions

        

Balance as of January 1, 2015

     223,968,140        32,216,194        31,282,191        287,466,525   

Additional provisions

     —          —          —          —     

Increase (decrease) in existing provisions

     22,857,949        24,158,277        106,100,964        153,117,190   

Provisions used

     (25,239,603     (7,275     (12,262,416     (37,509,294

Increase from adjustment to time value of money

     31,412,199        2,031,788        23,054,386        56,498,373   

Foreign currency translation

     (32,537,015     (234,141     (24,082,348     (56,853,504

Transfer to non-current assets held for distribution to owners(2)

     (14,829,363     (51,085,541     (6,530,431     (72,445,335

Other increase (decrease)

     (18,686,196     —          (440,299     (19,126,495
  

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in provisions

     (37,022,029     (25,136,892     85,839,856        23,680,935   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2015

     186,946,111        7,079,302        117,122,047        311,147,460   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

Provisions

   Legal Proceedings
ThCh$
    Decommissioning or
Restoration
ThCh$
     Environmental and
Other
Provisions
ThCh$
    Total
ThCh$
 

Changes in Provisions

         

Balance as of January 1, 2014

     221,031,705        24,109,594         36,135,417        281,276,716   

Additional provisions

     —          6,857,384         —          6,857,384   

Increase (decrease) in existing provisions

     46,561,327        15,850         25,802,254        72,379,431   

Provisions used

     (41,501,294     —           (9,941,920     (51,443,214

Increase from adjustment to time value of money

     13,396,466        1,135,525         33,735,093        48,267,084   

Foreign currency translation

     2,742,310        97,841         (8,494,789     (5,654,638

Other increase (decrease)

     (18,262,374     —           (45,953,864     (64,216,238
  

 

 

   

 

 

    

 

 

   

 

 

 

Total changes in provisions

     2,936,435        8,106,600         (4,853,226     6,189,809   
  

 

 

   

 

 

    

 

 

   

 

 

 

Balance as of December 31, 2014

     223,968,140        32,216,194         31,282,191        287,466,525   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

 

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

 

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  (2) See Note 5.1.a)
  (3) Mainly corresponds to environmental provisions related to El Quimbo project in Colombia (400 MW) for ThCh$103,841,534.

 

25. EMPLOYEE BENEFIT OBLIGATIONS.

25.1 General information

Enersis Américas and certain of its subsidiaries in Chile, Brazil, Colombia, Peru and Argentina granted various post-employment benefits for all or certain of their active or retired employees. These benefits are calculated and recognized in the financial statements according to the policy described in Note 3.m.1, and include primarily the following:

 

  a) Defined benefit plans:

 

    Complementary pension: The beneficiary is entitled to receive a monthly amount that supplements the pension obtained from the respective social security system.

 

    Employee severance indemnities: The beneficiary receives a certain number of contractual salaries upon retirement. Such benefit is subject to a vesting minimum service requirement period, which depending on the company, varies within a range from 5 to 15 years.

 

    Electricity: The beneficiary receives a monthly bonus to cover a portion of his/her billed residential electricity consumption.

 

    Health benefit: The beneficiary receives health coverage in addition to that s/he is entitled under applicable social security regime.

 

  b) Other benefits

Five-year benefit: A benefit certain employees receive after 5 years and which begin to accrue from the second year onwards.

Unemployment: A benefit paid regardless of whether the employee is fired or leaves voluntarily. This benefit accrues on a daily basis and is paid at the time of contract termination (although the law allows for partial withdrawals for housing and education).

Seniority bonuses: There is an agreement to give workers (“subject to the collective agreement”) an extraordinary bonus for years of service upon completion of the equivalent of five years of actual work.

 

  c) Defined contribution benefits:

The Group makes contributions to a retirement benefit plan where the beneficiary receives additional pension supplements upon his/her retirement, disability or death.

25.2 Details, changes and presentation in financial statements

 

  a) The post-employment obligations associated with defined benefits plans and the related plan assets as of December 31, 2015 and 2014, are detailed as follows:

General ledger accounts:

 

     Balance as of  
     12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Post-employment obligations, non-current

     187,270,474         269,930,412   
  

 

 

    

 

 

 

Total Liabilities

     187,270,474         269,930,412   
  

 

 

    

 

 

 

Total post-employment obligations, net

     187,270,474         269,930,412   
  

 

 

    

 

 

 

 

 

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

 

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Reconciliation with general ledger accounts:

 

     Balance as of  
   12-31-2015
ThCh$
     12-31-2014
ThCh$
 

Post-employment obligations

     428,066,630         588,148,279   

(-) Fair value of asset plan (*)

     (284,231,299      (368,008,708
  

 

 

    

 

 

 

Total

     143,835,331         220,139,571   
  

 

 

    

 

 

 

Amount not recognized due to limit on Benefit Plan Assets (**)

     22,057,178         33,710,733   

Minimum financing required (IFRIC 14) (***)

     21,377,965         16,080,108   
  

 

 

    

 

 

 

Total post-employment obligations, net

     187,270,474         269,930,412   
  

 

 

    

 

 

 

(*) Plan assets to fund defined benefit plans only in our Brazilian subsidiaries (Ampla and Coelce); the remaining defined benefit plans in our other subsidiaries are unfunded.

(**) In Coelce, certain pension plans currently have an actuarial surplus amounting to ThCh$22,057,178 as of December 31, 2015 (ThCh$33,710,733 in 2014). This actuarial surplus was not recognized as an asset in accordance with IFRIC 14 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, because the Complementary Social Security (SPC) regulations - CGPC Resolution 26/2008 states that the surplus can only be used by the sponsor if the contingency reserve on the balance sheet of the Foundation is at the maximum percentage (25% of reserves). This ensures the financial stability of the plan based on the volatility of these obligations. If the surplus exceeds this limit, it may be used by the sponsor to reduce future contributions or be reimbursed to the sponsor. At Coelce, this proportion is less than 5% as of December 31, 2015.

(***) In Ampla has been recognized in accordance with the provisions of IFRIC 14 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction an asset as of December 31, 2015 for ThCh$21,377,965 (ThCh$16,080,108 as of December 31, 2014). This corresponds to actuarial debt contracts that the company signed with Brasiletros (an institution providing pension funds exclusively to employees and retired employees of Ampla). This was done to equalize deficits on certain pension plans, since the sponsor assumes responsibility for these plans, in accordance with current legislation.

The following table presents the balance recorded in the consolidated statement of financial position as a result of the difference between the actuarial liability from defined benefit plans and the fair value of the plan assets affected as of December 31, 2015, and at the end of each of the four prior years:

 

     12-31-2015     12-31-2014     12-31-2013     12-31-2012     12-31-2011  
     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Actuarial liability

     428,066,630        588,148,279        521,850,486        628,823,491        592,212,012   

Assets affected

     (284,231,299     (368,008,708     (322,830,274     (393,880,165     (366,137,888

Difference

     143,835,331        220,139,571        199,020,212        234,943,326        226,074,124   

Limitation not recognized due to limit on Benefit Plan Assets

     22,057,178        33,710,733        39,494,779        21,218,042        43,278,951   

Minimum financing required (IFRIC 14)

     21,377,965        16,080,108        —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accounting balance of actuarial liability deficit

     187,270,474        269,930,412        238,514,991        256,161,368        269,353,075   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

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  b) The following amounts were recognized in the consolidated statement of comprehensive income for the years ended December 31, 2015, 2014 and 2013:

 

Expense Recognized in Profit or Loss

   12-31-2015     12-31-2014     12-31-2013  
   ThCh$     ThCh$     ThCh$  

Current service cost for defined benefits plan

     7,092,780        4,513,850        4,462,712   

Interest cost for defined benefits plan

     56,568,888        59,981,707        54,773,138   

Interest income from the plan assets

     (38,428,236     (42,145,223     (37,219,214

Past service cost

     (523     667,153        —     

Interest cost on asset ceiling components

     3,619,155        5,348,952        2,422,955   

Expenses recognized in Profit or Loss

     28,852,064        28,366,439        24,439,591   

(Gains) losses from new measurements of defined benefit plans

     19,027,368        36,681,734        (6,351,518
  

 

 

   

 

 

   

 

 

 

Total expense recognized in Comprehensive Income

     47,879,432        65,048,173        18,088,073   
  

 

 

   

 

 

   

 

 

 

 

  c) The presentation of net actuarial liabilities as of December 31, 2015 and 2014, are as follows

 

Net Actuarial Liabilities

   ThCh$  

Balance as of January 1, 2014

     238,514,991   

Net interest cost

     23,185,436   

Service cost during the period

     5,181,003   

Benefits paid during the period

     (15,957,887

Contributions during the period

     (17,998,323

Actuarial (gains) losses from changes in financial assumptions

     26,435,894   

Actuarial (gains) losses from changes in experience adjustments

     22,302,042   

Performance of plan assets, excluding interest

     (13,293,908

Changes in the asset limit

     (12,687,133

Minimum financing required (IFRIC 14)

     16,080,108   

Transfer to liabilities classified as held for sale

     (102,423

Defined benefit plan obligations from business combinations

     1,297,048   

Foreign currency translation differences

     (3,026,436

Balance as of December 31, 2014

     269,930,412   

Net interest cost

     21,759,807   

Service cost during the period

     7,092,780   

Benefits paid during the period

     (19,628,639

Contributions during the period

     (15,322,998

Actuarial (gains) losses from changes in financial assumptions

     (41,003,639

Actuarial (gains) losses from changes in experience adjustments

     33,191,124   

Performance of plan assets, excluding interest

     25,577,816   

Changes in the asset limit

     (8,365,724

Minimum financing required (IFRIC 14)

     9,627,791   

Transfer to liabilities classified as held for distribution to owners (*)

     (55,023,456

Past service cost

     (523

Foreign currency translation differences

     (40,564,277
  

 

 

 

Net actuarial liabilities as of December 31, 2015

     187,270,474   
  

 

 

 

 

(*) See Note 5.1.a)

 

 

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

 

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  d) The balance and changes in post-employment defined benefit obligations as of December 31, 2015 and 2014, are as follows:

 

Actuarial Value of Post-employment Obligations

   ThCh$  

Balance as of January 1, 2014

     521,850,486   

Current service cost

     4,513,850   

Interest cost

     59,981,707   

Contributions from plan participants

     513,813   

Actuarial (gains) losses from changes in financial assumptions

     26,435,894   

Actuarial (gains) losses from changes in experience adjustments

     22,302,042   

Foreign currency translation

     2,634,240   

Benefits paid

     (51,945,531

Past service cost

     667,153   

Defined benefit plan obligations from business combinations

     1,297,048   

Transfer to assets classified as held for sale

     (102,423

Balance as of December 31, 2014

     588,148,279   

Current service cost (*)

     7,092,780   

Interest cost (*)

     56,568,888   

Contributions from plan participants

     453,243   

Actuarial (gains) losses from changes in financial assumptions (*)

     (41,003,639

Actuarial (gains) losses from changes in experience adjustments (*)

     33,191,124   

Foreign currency translation differences

     (108,872,703

Benefits paid

     (52,487,363

Past service cost

     (523

Transfer to liabilities classified as held for distribution to owners

     (55,023,456
  

 

 

 

Balance as of December 31, 2015

     428,066,630   
  

 

 

 

 

(*) Current service cost related continuing operations for the year ended December 31, 2015, was ThCh$9,609,364 (ThCh$7,571,331 for the year ended December 31, 2014). Interest cost related to continuing operations for the year ended December 31, 2015 was ThCh$19,459,863 (ThCh$21,046,393 for the year ended December 31, 2014). Actuarial gains (losses) for defined benefit plans related to continuing operations were ThCh$13,381,836 for the year ended December 31, 2015 (ThCh$23,988,874 for the year ended December 31, 2014).

As of December 31, 2015, out of the total amount of post-employment benefit obligations, 0.72% is from defined benefit plans in Chilean companies (9.58% as of December 31, 2014); 80.5% is from defined benefit plans in Brazilian companies (74.97% as of December 31, 2014); 15.01% is from defined benefit plans in Colombian companies (12.81% as of December 31, 2014); 3.16% is from defined benefit plans in Argentine subsidiaries (2.18% as of December 31, 2014); and the remaining 0.61% is from defined benefit plans in Peruvian companies (0.46% as of December 31, 2014).

 

 

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

 

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e) Changes in the fair value of the benefit plan assets are as follows:

 

Fair Value of Benefit Plan Assets

   ThCh$  

Balance as of January 1, 2014

     (322,830,274

Interest income

     (42,145,223

Performance of plan assets, excluding interest

     (13,293,908

Foreign currency translation differences

     (7,214,811

Employer contributions

     (17,998,323

Contributions paid

     (513,813

Benefits paid

     35,987,644   

Balance as of December 31, 2014

     (368,008,708

Interest income

     (38,428,236

Performance of plan assets, excluding interest

     25,577,816   

Foreign currency translation differences

     79,545,346   

Employer contributions

     (15,322,998

Contributions paid

     (453,243

Benefits paid

     32,858,724   
  

 

 

 

Balance as of December 31, 2015

     (284,231,299
  

 

 

 

 

f) The main categories of benefit plan assets are as follows:

 

Category of Benefit Plan Assets

   12-31-2015     12-31-2014  
   ThCh$      %     ThCh$      %  

Equity instruments (variable income)

     35,173,904         12     46,892,034         13

Fixed-income assets

     210,347,356         74     270,067,933         73

Real Estate investments

     33,391,752         12     41,758,489         11

Other

     5,318,287         2     9,290,252         3
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

     284,231,299         100     368,008,708         100
  

 

 

    

 

 

   

 

 

    

 

 

 

The plans for retirement benefits and pension funds held by our Brazilian subsidiaries, Ampla and Coelce, maintain investments as determined by the resolutions of the National Monetary Council, ranked in fixed income, equities and real estate. Fixed income investments are predominantly invested in federal securities. Regarding equities, Faelce (an institution providing pension funds exclusively to employees and retired employees of Coelce) holds common shares of Coelce, while Brasiletros (a similar institution for employees of Ampla) holds shares in investment funds with a portfolio traded on Bovespa (the São Paulo Stock Exchange). Finally, with regards to real estate, both foundations have properties that are currently leased to Ampla and Coelce.

The following table sets forth the assets affected by the plans and invested in shares, leases and real estate owned by the Group:

 

     12-31-2015      12-31-2014  
     ThCh$      ThCh$  

Equity instruments

     1         2   

Real Estate

     16,535,844         24,699,453   
  

 

 

    

 

 

 

Total

     16,535,845         24,699,455   
  

 

 

    

 

 

 

 

 

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

 

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g) Reconciliation of asset ceiling:

 

Reconciliation of Asset Ceiling

   ThCh$  

Balance as of January 1, 2014

     39,494,779   

Interest on assets not recognized

     5,348,952   

Other changes in assets not recognized due to asset limit

     (12,687,133

Foreign currency exchange translation differences

     1,554,135   

Balance as of December 31, 2014

     33,710,733   

Interest on assets not recognized

     3,619,155   

Other changes in assets not recognized due to asset limit

     (8,365,724

Foreign currency exchange differences

     (6,906,986
  

 

 

 

Total asset ceiling as of December 31, 2015

     22,057,178   
  

 

 

 

Other disclosures:

 

    Actuarial assumptions:

As of December 31, 2015 and 2014, the following assumptions were used in the actuarial calculation of defined benefit plans:

 

    Chile   Brazil   Colombia   Argentina   Peru
    12-31-2015   12-31-2014   12-31-2015   12-31-2014   12-31-2015   12-31-2014   12-31-2015   12-31-2014   12-31-2015   12-31-2014
                   

Discount rates used

  5.00%   4.60%   14.02% - 14.21%   12.52%   7.25%   7.04%   5.50%   5.50%   7.60%   6.35%

Expected rate of salary increases

  4.00%   4.00%   9.69%   9.18%   4.20%   4.00%   0.00%   0.00%   3.00%   3.00%

Mortality tables

  RV -2009   RV -2009   AT 2000   AT 2000   RV 2008   RV 2008   RV 2004   RV 2004   RV 2009   RV 2009

 

    Sensitivity:

As of December 31, 2015, the sensitivity of the value of the actuarial liability for post-employment benefits to variations of 100 basis points in the discount rate assumes a decrease of ThCh$32,618,877 (ThCh$46,833,941 as of December 31, 2014) if the rate rises and an increase of ThCh$38,040,654 (ThCh$56,665,239 as of December 31, 2014) if the rate falls in those 100 basis points.

 

    Future disbursements:

The estimates available indicate that ThCh$40,598,743 will be disbursed for defined benefit plans next year.

 

    Length of commitments:

The Group’s obligations have a weighted average length of 8.98 years, and the outflows of benefits for the next 5 years and more is expected to be as follows:

 

Years

   ThCh$  

1

     40,598,743   

2

     35,861,547   

3

     36,618,624   

4

     36,802,319   

5

     36,713,859   

Over 5

     187,371,678   

 

 

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

 

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    Defined contributions:

The total expense recognized in the consolidated statement of comprehensive income within line item “Employee expenses” represents contributions payable to the defined contribution plans by the Group. For the year ended December 31, 2015, the amounts recognized as expenses were ThCh$4,799,333 (ThCh$4,700,327 for the year ended December 31, 2014). These amounts correspond in its entirety to continuing operations.

 

26. EQUITY.

26.1 Equity attributable to the shareholders of Enersis Américas

26.1.1 Subscribed and paid capital and number of shares

The Enersis Américas Extraordinary Shareholders’ Meeting held on December 20, 2012 approved a capital increase of ThCh$2,844,397,890 divided into 16,441,606,297 shares of single series nominative common stock, non-preference and with no par value.

The shares were paid for as follows:

 

  a) Endesa S.A. made a non-monetary payment for a total amount of ThCh$1,724,400,000 corresponding to 9,967,630,058 shares of Enersis Américas stock at a price of Ch$173 per share.

 

       For more information on the shares contributed by Endesa S.A., see Note 7.

 

  b) Cash contribution from non-controlling interests at a price of Ch$173 per share.

During the preemptive right period for the subscription of shares which was from February 25 to March 26, 2013, a total of 16,284,562,981 shares were subscribed and paid, equivalent to 99.04% of the total authorized shares, remaining a total of 157,043,316 unsubscribed shares. Of the subscribed and paid-up shares, 9,967,630,058 shares corresponded to Endesa S.A. and 6,316,932,923 shares to non-controlling interests, of which 1,675,441,700 were subscribed in the U.S. (33,508,834 in ADRs).

On March 28, 2013, the 157,043,316 unsubscribed shares were auctioned at Ch$182.3 per share. The total amount collected through the auction was ThCh$28,628,996, which includes a share issuance premium of ThCh$1,460,503.

At the Enersis Américas Extraordinary Shareholders Meeting held on November 25, 2014, an amendment to the Company by-laws was approved, whereby the issued capital was increased by ThCh$135,167,261. This amount corresponded to the “Share Premium” balance, after deducting the “Share issuance costs” that it was included in Other Reserves, without any distribution to shareholders as a dividend.

The share premium corresponds to the share issuance premium from the capital increases that took place in 2003 and 1995. In the former increase, the premium was ThCh$125,881,577, and in the latter it was ThCh$32,878,071.

The share issuance premium generated during the capital increase in 2013, amounting to ThCh$1,460,503 as indicated above, absorbed a portion of the share issuance costs incurred in the process (see Note 26.5.c).

The Company’s issued capital following the by-law amendment indicated above amounted to ThCh$5,804,447,986, divided into the same number of shares as previously, that is, 49,092,772,762 shares of single series nominative common stock, non-preference and with no par value. This change in the Company’s by-laws complies with Article 26 of the Chilean Companies Act (Ley de Sociedades Anónimas) and Circular No. 1,370 issued by the SVS, as amended by Circular No. 1,736, for the recognition of changes in equity as a result of recent increases in the Company’s issued capital.

The issued capital of Enersis Américas as of December 31, 2015 and 2014 was ThCh$5,804,447,986, divided into 49,092,772,762 shares.

 

 

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

 

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As of December 31, 2015 and 2014, all of the shares issued by Enersis Américas are subscribed and paid, and they are listed for trade on the Bolsa de Comercio de Santiago de Chile, the Bolsa Electrónica de Chile, the Bolsa de Valores de Valparaiso, and the New York Stock Exchange (NYSE).). The situation was similar at December 31, 2014.

26.1.2 Dividends

At the Ordinary Shareholders Meeting held on April 16, 2013, it was agreed to distribute a minimum mandatory dividend (partially consisting of interim dividend No. 86) and an additional dividend, which together amounted to a total of Ch$4.25027 per share. Since interim dividend No. 86 had already been paid, the remainder was distributed and paid in final dividend No. 87 at Ch$3.03489 per share.

On November 26, 2013, the Directors present at the meeting of the Board voted unanimously to distribute interim dividend N° 88 of Ch$1.42964 per share on January 31, 2014, against 2013 statutory net income. This was 15% of the Company’s net income calculated on September 30, 2013, in accordance with the Company’s current dividend policy.

At the Ordinary Shareholders’ Meeting held on April 23, 2014, it was agreed to distribute a minimum mandatory dividend (partially consisting of interim dividend No. 88 of Ch$1.42964 per share) and an additional dividend, which in aggregate amounted to Ch$329,257,075,000, at Ch$6.70683 per share. Since interim dividend No. 88 had already been paid, the remainder was distributed and paid in final dividend No. 89, which totaled Ch$259,071,983,050 equivalent to Ch$5.27719 per share.

On November 25, 2014, the Board unanimously agreed to distribute interim dividend No. 90 of Ch$0.83148 per share on January 30, 2015 against fiscal year 2014 statutory net income; this corresponded to 15% of net income calculated at September 30, 2014, in accordance with the current Company’s dividend policy.

At the Ordinary Shareholders’ Meeting held on April 28, 2015, it was agreed to distribute a minimum mandatory dividend (partially consisting of interim dividend No. 90 of Ch$0.83148 per share) and an additional dividend, which in aggregate amounted to Ch$305,078,934,556 at Ch$6.21433 per share.

Since interim dividend No. 90 had already been paid, the remainder was distributed and paid in final dividend No. 91, which totaled Ch$264,259,128,599 equivalent to Ch$5.38285 per share.

On November 24, 2015, the Board unanimously agreed to distribute interim dividend No. 92 of $1.23875 per share on January 29, 2016 against fiscal year 2015 statutory net income. This corresponded to 15% of net income calculated at September 30, 2015, in accordance with the current Company’s dividend policy.

The following table sets forth the dividends paid in recent years:

 

Dividend No.

   Type of
Dividend
   Payment
Date
     Pesos per
Share
     Charged to  

82

   Interim      1-27-2011         1.57180         2010   

83

   Final      5-12-2011         5.87398         2010   

84

   Interim      1-27-2012         1.46560         2011   

85

   Final      5-09-2012         4.28410         2011   

86

   Interim      1-25-2013         1.21538         2012   

87

   Final      5-10-2013         3.03489         2012   

88

   Interim      1-31-2014         1.42964         2013   

89

   Final      5-16-2014         5.27719         2013   

90

   Interim      1-30-2015         0.83148         2014   

91

   Final      5-25-2015         5.38285         2014   

92

   Interim      1-29-2016         1.23875         2015   

 

 

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

 

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26.2  Foreign currency translation reserves

The following table sets forth foreign currency translation differences attributable to the shareholders of Enersis Américas for the years ended December 31, 2015, 2014 and 2013:

 

Reserves for Accumulated
Currency Translation Differences

  12-31-2015 (*)
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Empresa Distribuidora Sur S.A.

    (81,730,224     (76,439,681     (72,729,629

Compañía Distribuidora y Comercializadora de energía S.A.

    97,135,435        130,582,841        154,005,545   

Edelnor

    44,016,474        36,743,627        16,231,253   

Dock Sud

    (6,090,959     3,671,460        1,498,217   

Enel Brasil S.A.

    (518,430,268     (164,554,392     (234,432,842

Central Costanera S.A.

    139,888        2,335,611        578,662   

Inversiones GasAtacama Holding Ltda.(1)

    —          11,500,876        5,020,651   

Emgesa S.A. E.S.P.

    9,032,752        46,718,154        76,006,120   

Hidroelectrica El Chocon S.A.

    (48,704,485     (30,145,604     (26,372,986

Generandes Peru S.A.

    80,370,339        71,188,012        24,832,786   

Emp. Eléctrica de Piura

    8,753,615        7,321,905        3,379,674   

Other

    (4,580,660     (3,767,935     (4,039,467
 

 

 

   

 

 

   

 

 

 

TOTAL

    (420,088,093     35,154,874        (56,022,016
 

 

 

   

 

 

   

 

 

 

 

  (*) See Note 5.1.II.ii.
  (1) Beginning on January 1, 2015, the company changed its functional currency from U.S. dollar to Chilean pesos.

26.3  Capital Management

The Company’s objective is to maintain an adequate level of capitalization in order to be able to secure its access to the financial markets, so as to fulfill its medium- and long-term goals while maximizing the return to its shareholders and maintaining a robust financial position.

26.4 Restrictions on subsidiaries transferring funds to the parent

Certain of the Group’s subsidiaries must comply with financial ratio covenants which require them to have a minimum level of equity or other requirements that restrict the transferring of assets to Enersis Américas. The Group’s restricted net assets as of December 31, 2015 from its subsidiaries Enel Brazil, Ampla, Coelce, Edelnor, and Piura were ThCh$1,855,727, ThCh$434,529,111, ThCh$52,144,627, ThCh$184,778,375, and ThCh$34,378,002, respectively; which in their entirety corresponds to continuing operations.

The participation of the Company in the restricted net assets of its subsidiary Endesa Chile was ThCh$1,117,699,084, all of which is related to assets and liabilities classified as held for distribution to owners.

 

 

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

 

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26.5 Other reserves

Other reserves within Equity attributable to shareholders of Enersis Américas for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

     Balance as of
January 1, 2015
ThCh$
    2015 Changes
ThCh$
    Balance as of
December 31, 2015

ThCh$
 

Exchange differences on translation

     35,154,874        (455,242,967     (420,088,093

Cash flow hedges

     (69,404,677     60,563,975        (8,840,702

Available-for-sale financial assets

     14,046        (181,785     (167,739

Other comprehensive income from non-current assets held for distribution to owners

     —          (101,327,672     (101,327,672

Other miscellaneous reserves

     (2,619,970,627     (8,565,391     (2,628,536,018
  

 

 

   

 

 

   

 

 

 

Total

     (2,654,206,384     (504,753,840     (3,158,960,224
  

 

 

   

 

 

   

 

 

 

 

     Balance as of
January 1, 2014
ThCh$
     2014 Changes
ThCh$
     Balance as of
December 31, 2014

ThCh$
 

Exchange differences on translation

     (56,022,016      91,176,890         35,154,874   

Cash flow hedges

     (3,086,726      (66,317,951      (69,404,677

Available-for-sale financial assets

     11,811         2,235         14,046   

Other miscellaneous reserves

     (2,414,023,486      (205,947,141      (2,619,970,627
  

 

 

    

 

 

    

 

 

 

Total

     (2,473,120,417      (181,085,967      (2,654,206,384
  

 

 

    

 

 

    

 

 

 

 

     Balance as of
January 1, 2013
ThCh$
     2013 Changes
ThCh$
     Balance as of
December 31, 2013
ThCh$
 

Exchange differences on translation

     (40,720,059      (15,301,957      (56,022,016

Cash flow hedges

     27,594,028         (30,680,754      (3,086,726

Available-for-sale financial assets

     13,647         (1,836      11,811   

Other miscellaneous reserves

     (1,498,010,369      (916,013,117      (2,414,023,486
  

 

 

    

 

 

    

 

 

 

Total

     (1,511,122,753      (961,997,664      (2,473,120,417
  

 

 

    

 

 

    

 

 

 

 

  a) Reserves for exchange differences on translation: These reserves arise primarily from exchange differences relating to:

 

    Translation of the financial statements of our subsidiaries with functional currencies other than the Chilean peso (see Note 2.6.3); and

 

    Translation of goodwill arising from the acquisition of companies with functional currencies other than the Chilean peso (see Note 3.c).

 

  b) Cash flow hedging reserves: These reserve represent the cumulative effective portion of gains and losses on cash flow hedges (see Note 3.g.5. and 3.n).

 

  c) Other miscellaneous reserves.

During the year ended December 31, 2015, there have been no changes in other reserves.

During the year ended December 31, 2014, the changes in other reserves were originated primarily from the Public Stock Offering of our subsidiary Coelce (see Note 26.6.1).

 

 

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

 

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During the year ended December 31, 2013, the changes in other reserves were originated primarily from the capital increase carried out by Enersis Américas. (See Note 26.1.1).

The main items and their effects are the following:

 

  1) A charge of ThCh$897,856,109 resulting from the Enersis Américas capital increase that took place in the first quarter of 2013 (see Note 7).

 

  2) A charge of ThCh$18,581,809 corresponding to share issuance costs recognized as described in Note 3.t). The detail of these expenses is as follows:

 

Description of Expense (*)

   Gross Amount
ThCh$
     Tax Effect
ThCh$
    Net Amount
ThCh$
 

Legal advising services

     1,154,819         (230,964 )       923,855   

Financial advising services and placement fees

     22,436,327         (4,487,265 )       17,949,062   

Audits

     1,113,980         (222,796 )       891,184   

Other expenses

     347,764         (69,553 )       278,211   
  

 

 

    

 

 

   

 

 

 

Sub Total

     25,052,890         (5,010,578 )       20,042,312   
  

 

 

    

 

 

   

 

 

 

Less

       

Share placement surcharge

     1,460,503         —          1,460,503   
  

 

 

    

 

 

   

 

 

 

Total

     23,592,387          (5,010,578 )       18,581,809   
  

 

 

    

 

 

   

 

 

 

 

  (*) See Note 26.1.1. (By-law amendments).

The other items included in “Other miscellaneous reserves” balance as of December 31, 2015 and 2014 are explained as follows:

i) In accordance with Official Bulletin No. 456 from the SVS (Superintendencia de Valores y Seguros de Chile), included in this line item is the price-level restatement of paid-in capital from the date of transition to IFRS, January 1, 2004, to December 31, 2008.

It is important to note that, while the Company adopted IFRS as its statutory accounting standards beginning on January 1, 2009, the date of transition to IFRS was the same as that used by its parent company, Endesa S.A., January 1, 2004, as an exemption permitted in IFRS 1 - First Time Adoption of IFRS.

ii) Foreign currency translation differences existing at the time of transition to IFRS (IFRS 1 exemption).

iii) The effects of business combinations under common control, arising primarily from the incorporation of the holding company Enel Brasil in 2005 and the merger of our Colombian subsidiaries, Emgesa and Betania, in 2007.

26.6 Non-controlling Interests

26.6.1 COELCE Public Stock Offering

On January 14, 2014, the Enersis Américas Board of Directors voted to hold a voluntary public offering of shares in its subsidiary Companhia Energética do Ceará’s (Coelce) as part of the process to make use of the funds raised in the Enersis Américas 2013 capital increase (see Notes 7 and 26.1.1).

In the Public Stock Offering auction held on February 17, 2014, Enersis Américas acquired 2,964,650 shares of Coelce common stock at a price of R$49 per share, 8,818,006 shares of Class A preferred stock and 424 shares of Class B preferred stock, at a cost of ThCh$134,017,691.

 

 

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

 

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Having exceeded two-thirds of the total number of Coelce common stock shares in circulation, Enersis Américas extended the effective date of the offer for an additional three months from the date of the auction. The process concluded on May 16, 2014, during which time Enersis Américas acquired an additional 38,162 shares of common stock at a total price of ThCh$464,883.

In summary, Enersis Américas increased its equity interest in Coelce by 15.18% to control, directly and indirectly, 74.05% of that company’s equity interest.

The purchase of these non-controlling interests was recorded using the accounting policy described in Note 2.6.5. The difference between the carrying amount of the non-controlling interests acquired and the consideration paid resulted in a charge of ThCh$75,700,937 recorded directly in “Other reserves” in “Equity attributable to equity owners of Enersis Américas”.

In addition, the components of “Other comprehensive income” were allocated accordingly, with an additional charge to “Other miscellaneous reserves” and a credit to “Reserves for exchange differences on translation” amounting to ThCh$28,385,172.

26.6.2 Acquisition of Inkia Holdings (Acter) Limited (Generandes Peru)

On April 29, 2014, the Board of Enersis Américas authorized the signing of a purchase agreement for the acquisition of all the shares that Inkia Americas Holdings Limited held indirectly in Generandes Peru (39.01% of that company), which is the holding company for Edegel S.A.A. This purchase formed part of the process to use funds that had been raised in the Enersis Américas capital increase in 2013 (See Notes 7 and 26.1.1).

On September 3, 2014, Enersis Américas confirmed and paid ThCh$253,015,133 to Inkia, and consolidated the companies Inkia Holdings (Acter) Limited, Southern Cone Power Ltd., Latin American Holding I Ltd., Latin American holding II Ltd. and Southern Cone Power Peru S.A.A.

This transaction increased Enersis Américas’s indirect ownership interest in Edegel S.A.A by 21.14%, leaving Enersis Américas with direct and indirect control of 58.60% of the shares in this company.

The acquisition of non-controlling interests was recorded according to the accounting policy described in Note 2.6.6. The difference between the carrying amount of non-controlling interests acquired and the consideration paid, resulted in a charge of ThCh$137,644,766 which was directly recognized in “Other reserves” within equity attributable to the shareholders of Enersis Américas.

Additionally, the corresponding components of “Other comprehensive income” have been redistributed. Accordingly, there has been an additional charge to “Other miscellaneous reserves” and a credit to “Reserve for Exchange Differences on Translation” of ThCh$32,862,564.

26.6.3 Capitalization of Central Dock Sud

During 2014, Enersis Américas and the rest of Central Dock Sud’s (CDS) shareholders worked to find a solution to the statutory negative equity situation that CDS was facing since December 2013. If the negative worth situation was not corrected, the company would have to be dissolved according to Argentine regulation.

On December 1, 2014, Enersis Américas S.A. acquired from Endesa Latinoamérica S.A. certain loans granted to Central Dock Sud S.A. (CDS), with a nominal amount of US$ 106 million. The amount paid was US$29 million. These loans were then re-denominated to Argentine pesos and interests were condoned. The remaining portion of these loans was contributed by Enersis Américas S.A. to the share capital of Inversora Dock Sud (IDS) and subsequently to CDS, at nominal amount. Similar contribution was made by each of the other shareholders, capitalizing their credits granted to CDS. In exchange,

 

 

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

 

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shares were issued by IDS and CDS, respectively, in proportion to the loans contributed or cash capitalized, and in the case of Enersis Américas, these loans were partially repaid in cash. All of these movements constitute a related party transaction (the “Transaction”), approved in the case of Enersis Américas, at an Extraordinary Shareholders Meeting.

The Transaction restored the equity of CDS, whilst maintaining substantially the same proportion of ownership in this company as held prior to the Transaction: Enersis Américas (40%), YPF (40%) and Pan American Energy (20%).

This Transaction was recognized under the accounting policy described in Note 2.6.6 and resulted in an additional credit to “Other miscellaneous reserves” for ThCh$35,149,573.

26.6.4 The detail of non-controlling interests is as follows:

 

    Non-controlling interests  
          Equity     Profit (Loss)  

Companies

  12-31-2015
%
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 
           

Ampla Energía e Serviços S.A.

    0.36     1,670,381        2,255,335        (39,491     183,454        3,034,036   

Compañía Energética Do Ceará S.A.

    26.00     102,309,115        111,448,154        18,722,431        14,883,752        17,016,391   

Enel Brasil

    0.00     —          —          —          —          16,428,497   

Compañía Distribuidora y Comercializadora de energía S.A.

    51.52     270,808,395        250,654,641        63,817,434        80,226,416        82,283,946   

Emgesa S.A. E.S.P.

    51.53     412,145,236        377,921,404        109,187,510        148,822,948        130,147,172   

Empresa de Distribución Eléctrica de Lima Norte S.A.A

    24.32     75,852,375        67,927,394        15,467,507        14,524,832        12,282,813   

Generandes Peru S.A.

    0.00     —          —          —          12,672,210        17,074,639   

Edegel S.A.A

    16.40     91,467,160        90,506,207        15,078,085        17,790,998        13,299,054   

Chinango S.A.C.

    20.00     14,268,911        14,707,216        3,042,018        3,002,284        2,033,307   

Empresa Distribuidora Sur S.A.

    27.87     7,873,277        (17,558,352     27,738,670        (23,918,192     25,129,551   

Central Costanera S.A.

    24.32     3,759,405        5,197,207        (242,897     11,072,950        (7,067,970

Hidroelectrica El Chocón S.A.

    32.33     48,208,347        26,841,549        35,783,793        3,538,006        3,811,615   

Inversora Dock Sud S.A.

    42.86     24,059,619        20,265,854        11,745,296        (6,544,116     (8,111,021

Central Dock Sud S.A.

    29.76     23,536,086        17,613,948        11,624,813        (8,857,902     (12,361,345

Chilectra S.A. (*).

    0.91     10,118,233        11,127,491        1,743,825        1,264,684        2,056,796   

Empresa Nacional de Electricidad S.A (*)

    40.02     1,059,805,601        1,080,652,251        157,225,820        110,198,149        142,871,823   

Empresa Eléctrica Pehuenche S.A. (*)

    7.35     10,900,863        12,597,077        8,674,207        9,526,575        8,415,147   

Empresa Electrica de Piura

    5.00     —          2,118,220        —          3,948,804        3,543,412   

Others

      6,876,091        2,967,103        3,313,547        3,286,013        2,998,733   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

      2,163,659,095        2,077,242,699        482,882,568        395,621,865        454,886,596   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (*) Disposal groups held for distribution to owners

 

 

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

 

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27. REVENUE AND OTHER INCOME.

The detail of revenue presented in the statement of comprehensive income for the years ended December 31, 2015, 2014 and 2013 is as follows:

 

Revenues

   For the years ended  
   12-31-2015
ThCh$
     12-31-2014
(As adjusted)(*)
ThCh$
     12-31-2013
(As adjusted)(*)
ThCh$
 

Energy sales (2)

     4,224,381,699         4,349,833,962         3,651,343,245   

Generation

     1,202,615,603         1,192,444,520         941,860,009   

Regulated customers

     141,728,020         137,536,698         84,590,770   

Non-regulated customers

     664,527,858         676,023,056         575,318,424   

Spot market sales

     338,995,080         338,908,636         249,598,348   

Other customers

     57,364,645         39,976,130         32,352,467   

Distribution

     3,021,766,096         3,157,389,442         2,709,483,236   

Residential

     1,485,240,702         1,583,857,094         1,298,051,111   

Business

     722,634,924         737,471,663         666,523,624   

Industrial

     299,722,654         309,822,204         324,807,780   

Other consumers

     514,167,816         526,238,481         420,100,721   

Other sales

     40,648,051         34,220,939         19,035,917   

Gas sales

     16,779,246         8,154,469         8,817,669   

Sales of products and services

     23,868,805         26,066,470         10,218,248   

Revenue from other services

     402,615,560         422,400,836         308,616,190   

Tolls and transmission

     248,565,422         251,366,453         212,027,293   

Metering equipment leases

     70,485         82,069         399,082   

Public lighting

     23,162,879         28,050,833         24,865,721   

Verifications and connections

     4,580,679         4,200,004         15,560,660   

Engineering and consulting services

     1,404,449         12,826,190         8,791,981   

Other services

     124,831,646         125,875,287         46,971,453   
  

 

 

    

 

 

    

 

 

 

Total operating revenue

     4,667,645,310         4,806,455,737         3,978,995,352   
  

 

 

    

 

 

    

 

 

 

Other Operating Income

   For the years ended  
   12-31-2015
ThCh$
     12-31-2014
(As adjusted)(*)
ThCh$
     12-31-2013
(As adjusted)(*)
ThCh$
 

Revenue from construction contracts

     230,687,290         186,078,925         159,283,676   

Other income (1)

     403,106,978         213,835,126         389,868,841   
  

 

 

    

 

 

    

 

 

 

Total other income

     633,794,268         399,914,051         549,152,517   
  

 

 

    

 

 

    

 

 

 

 

  (*) See Note 5.1.II.iii
  (1) It includes ThCh$52,400,888 for the year ended December 31, 2015 (ThCh$39,282,571 and ThCh$31,262,764 for the years ended December 31, 2014 and 2013, respectively) from new availability contracts signed in December 2012 between our subsidiary Central Costanera S.A. and CAMMESA.

As part of application of Resolution SE No. 32/2015 issued on March 11, 2015, which for purposes of funding the expenditures and investments used for in the normal operations to render distribution of electricity public services approved a temporary increase for TCh$264,987,134 in our subsidiary Edesur beginning on February 1, 2015 without any increase in tariffs. In addition, ThCh$52,504,644 for the year ended December 31, 2015 were recognized as revenue as part of the Cost Monitoring Mechanism (MMC)

 

 

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

 

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adjustment for recognizing costs that are not passed on to electricity tariffs related to January 2015 period, and (2) additionally ThCh$33,972,330 for the year ended December 31, 2015 (ThCh$132,373,799 for the year ended December 31, 2014) were recognized as revenue from energy sales as the Resolution also states that beginning on February 1, 2015, the funds from the program PUREE become revenue for the distribution company, due to increased costs incurred.

 

28. RAW MATERIALS AND CONSUMABLES USED.

The detail of raw materials and consumables used presented in profit or loss for the years ended December 31, 2015, 2014 and 2013 is as follows:

 

Raw Materials and Consumables Used

   For the years ended  
   12-31-2015
ThCh$
    12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As adjusted)(*)
ThCh$
 

Energy purchases

     (1,885,916,426     (1,824,002,786     (1,252,146,609

Fuel consumption

     (258,113,922     (205,534,394     (174,504,021

Transportation costs

     (245,813,374     (265,185,382     (216,858,693

Costs from construction contracts

     (230,687,290     (186,078,925     (159,283,676

Other raw materials and consumables

     (156,670,500     (150,867,949     (287,474,303
  

 

 

   

 

 

   

 

 

 

Total

     (2,777,201,512     (2,631,669,436     (2,090,267,302
  

 

 

   

 

 

   

 

 

 

 

  (*) See Note 5.1.II.iii

 

29. EMPLOYEE BENEFITS EXPENSE.

Employee expenses for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Employee Benefits Expense

   For the years ended  
   12-31-2015
ThCh$
    12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As adjusted)(*)
ThCh$
 

Wages and salaries

     (309,761,095     (266,240,462     (222,075,924

Post-employment benefit obligations expense

     (9,609,364     (7,571,331     (6,127,265

Social security and other contributions

     (159,641,192     (110,493,404     (111,537,633

Other employee expenses

     (8,686,496     (5,363,276     (5,827,374
  

 

 

   

 

 

   

 

 

 

Total

     (487,698,147     (389,668,473     (345,568,196
  

 

 

   

 

 

   

 

 

 

 

  (*) See Note 5.1.II.iii

 

30. DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES.

The detail of depreciation, amortization and impairment losses for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

     For the years ended  
   12-31-2015
ThCh$
     12-31-2014
(As adjusted)(*)
ThCh$
     12-31-2013
(As adjusted)(*)
ThCh$
 

Depreciation

     (245,598,045      (244,376,550      (225,418,868

Amortization

     (74,944,152      (106,366,200      (90,547,273

Subtotal

     (320,542,197      (350,742,750      (315,966,141

Impairment (losses) reversals (**)

     (39,811,756      (38,329,942      (66,664,976
  

 

 

    

 

 

    

 

 

 

Total

     (360,353,953      (389,072,692      (382,631,117
  

 

 

    

 

 

    

 

 

 

 

 

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

 

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  (*) See Note 5.1.II.iii

 

(**) Information on
Impairment Losses by
Operating Segment

  Generation     Distribution     Other     For the years ended  
  12-31-2015
ThCh$
    12-31-2014
(As
adjusted)(*)
ThCh$
    12-31-2013
(As
adjusted)(*)

ThCh$
    12-31-2015
ThCh$
    12-31-2014
(As
adjusted)(*)

ThCh$
    12-31-2013
(As
adjusted)(*)

ThCh$
    12-31-2015
ThCh$
    12-31-2014
(As
adjusted)(*)
ThCh$
    12-31-2013
(As
adjusted)(*)

ThCh$
    12-31-2015
ThCh$
    12-31-2014
(As
adjusted)(*)

ThCh$
    12-31-2013
(As
adjusted)(*)

ThCh$
 

Financial assets (see Note 10c)

    (4,794,591     (2,024,186     (718,835     (34,909,411     (20,090,180     (24,895,035     (75,708     (78,174     —          (39,779,710     (22,192,540     (25,613,870

Intangible assets other than goodwill (see Note 15)

    —          —          —          —          (14,948,785     (28,662,952     —          —          —          —          (14,948,785     (28,662,952

Property, plant and equipment (see note 17)

    (32,046     (1,188,617     (12,388,154     —          —          —          —          —          —          (32,046     (1,188,617     (12,388,154
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    (4,826,637     (3,212,803     (13,106,989     (34,909,411     (35,038,965     (53,557,987     (75,708     (78,174     —          (39,811,756     (38,329,942     (66,664,976
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) See Note 5.1.II.iii

As of December 31, 2015, the assets related to Chilean operations that are subject to impairment test have been classified as non-current assets held for distribution to owners. (See Notes 3.k and 5.1)

 

31. OTHER EXPENSES.

Other miscellaneous operating expenses for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Other Expenses

   For the years ended  
   12-31-2015
ThCh$
     12-31-2014
(As adjusted)(*)
ThCh$
     12-31-2013
(As adjusted)(*)
ThCh$
 

Other supplies and services

     (58,304,067      (53,366,436      (47,840,403

Professional, outsourced and other services

     (162,323,852      (168,177,580      (166,380,283

Repairs and maintenance

     (107,991,590      (112,073,249      (97,452,388

Indemnities and fines

     (12,912,842      (16,742,020      (14,889,784

Taxes and charges

     (32,252,186      (13,489,033      (18,666,007

Insurance premiums

     (28,245,178      (23,656,637      (17,668,508

Leases and rental costs

     (12,449,187      (14,352,431      (10,835,191

Marketing, public relations and advertising

     (5,270,796      (4,700,359      (4,363,014

Other supplies

     (53,888,664      (41,535,780      (24,450,757

Travel expenses

     (13,769,681      (13,814,472      (2,783,610

Environmental expenses (1)

     (1,120,706      (1,821,267      (417,966
  

 

 

    

 

 

    

 

 

 

Total

     (488,528,749      (463,729,264      (405,747,911
  

 

 

    

 

 

    

 

 

 

 

(*) See Note 5.1.II.iii
(1) It includes research costs recognized as expenses during the years ended December 31, 2015, 2014 and 2013 for ThCh$237,085, ThCh$403,574, and ThCh$1,996,818, respectively.

 

 

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

 

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32. OTHER GAINS (LOSSES).

Other gains (losses) for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Other Gains (Losses)

   For the years ended  
   12-31-2015
ThCh$
     12-31-2014
(As adjusted)(*)
ThCh$
     12-31-2013
(As adjusted)(*)
ThCh$
 

Gain on sale of land

     (6,758,695      —           3,429,125   

Other

     192,470         876,554         1,213,143   
  

 

 

    

 

 

    

 

 

 

Total

     (6,566,225      876,554         4,642,268   
  

 

 

    

 

 

    

 

 

 

 

(*) See Note 5.1.II.iii

 

33. FINANCIAL RESULTS.

Financial income and costs for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

Financial Income

   For the years ended  
   12-31-2015
ThCh$
    12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As adjusted)(*)
ThCh$
 

Income from deposits and other financial instruments

     124,314,454        86,576,973        98,281,675   

Financial income on plan assets (Brazil)(3)

     135,153        224,310        200,526   

Other financial income(1)(2)(4)

     170,320,665        164,320,479        148,133,613   
  

 

 

   

 

 

   

 

 

 

Total

     294,770,272        251,121,762        246,615,814   
  

 

 

   

 

 

   

 

 

 

Financial Costs

   For the years ended  
   12-31-2015
ThCh$
    12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As adjusted)(*)
ThCh$
 

Financial costs

     (385,455,340     (432,314,329     (325,972,302

Bank loans

     (38,921,033     (33,061,726     (30,027,336

Secured and unsecured obligations

     (179,258,559     (172,288,757     (149,082,277

Financial leasing

     (1,414,900     (817,985     (1,892,614

Valuation of financial derivatives

     (656,450     (124,470     (14,246,840

Financial provisions

     (54,616,547     (46,354,184     (37,415,815

Post-employment benefit obligations

     (19,595,016     (21,270,704     (17,979,936

Capitalized borrowing costs

     73,008,564        55,101,384        29,326,555   

Other financial costs(1)

     (164,001,399     (213,497,887     (104,654,039

Gain (loss) from indexed assets and liabilities (**)

     (9,266,040     (13,630,068     (11,007,801

Foreign currency exchange differences (***)(4)

     128,238,047        (18,493,594     (28,534,786
  

 

 

   

 

 

   

 

 

 

Total financial costs

     (266,483,333     (464,437,991     (365,514,889
  

 

 

   

 

 

   

 

 

 

Total financial results

     28,286,939        (213,316,229     (118,899,075
  

 

 

   

 

 

   

 

 

 

 

  (*) See Note 5.1.II.iii
  (1) For the year ended December 31, 2015, this item includes a net financial income of ThCh$37,618,478 from the financial updating of non-amortized assets at their new replacement value at the end of the concession in the distribution companies Ampla and Coelce. For the year ended December 31, 2014, this financial updating generated a net financial cost of ThCh$68,728,638 as part of the revised tariff in 2014 in our Brazilian subsidiary Ampla and for the year ended December 31, 2013 a net financial income of ThCh$54,591,750 (See Note 9).

 

 

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

 

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  (2) On December 31, 2014 our subsidiary Central Costanera was forgiven interest owed to Mitsubishi and the present value of the Mitsubishi debt amounting to ThCh$84,534,955, under a restructuring agreement for this debt. The main conditions of the restructuring agreement include: the forgiveness of interest due and accrued as of September 30, 2014; the rescheduling of capital repayments over a period of 18 years, with a 12 month grace period so that obligations must be fully repaid before December 15, 2032; a minimum annual payment of US$3,000,000 (ThCh$2,130,480) in principal in quarterly installments at an annual interest rate of 0.25%; the maintenance of a pledge over assets and establishing restrictions on the payment of dividends.
  (3) See Note 25.2.b).
  (4) For the year ended December 31, 2015, our Argentine subsidiaries, Central Costanera, Chocón and Dock Sud recognized a gain for foreign currency exchange differences for ThCh$141,559,960 as a result of the dollarization of the receivables related to Central Vuelta de Obligado project (“VOSA”) and financial income of ThCh$57,079,871 for the interest accrued between the maturity date of each sale settlement contributed to the project and the receivables dollarized. (See Note 36.5)

In addition, our Argentine subsidiary Edesur recognized a financial income for ThCh$27,215,856 for compensations arising from the application of the Cost Monitoring Mechanism (MMC). (See Note 36.5)

The effects on financial results from exchange differences and the application of indexed assets and liabilities are originated from the following:

 

Results from Indexed Assets and Liabilities (**)

   For the years ended  
   12-31-2015
ThCh$
    12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As adjusted)(*)
ThCh$
 

Other financial assets

     —          —          57,533   

Current tax assets and liabilities

     1,240        21,157        —     

Other financial liabilities (financial debt and derivative instruments)

     (9,267,280     (13,651,225     (11,065,334
  

 

 

   

 

 

   

 

 

 

Total

     (9,266,040     (13,630,068     (11,007,801
  

 

 

   

 

 

   

 

 

 

Exchange Differences (***)

   For the years ended  
   12-31-2015
ThCh$
    12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As adjusted)(*)
ThCh$
 

Cash and cash equivalents

     7,304,624        22,199,061        4,314,865   

Other financial assets

     170,679,018        34,690,822        36,371,996   

Other non-financial assets

     4,995,376        93,239        2,598,929   

Trade and other receivables

     51,506,895        12,791,191        21,298,397   

Current tax assets and liabilities

     —          24,876        (15,094

Other financial liabilities (financial debt and derivative instruments)

     (44,858,948     (74,345,529     (74,877,013

Trade and other payables

     (37,360,135     (10,195,770     (15,455,737

Other non-financial liabilities

     (24,028,783     (3,751,484     (2,771,129
  

 

 

   

 

 

   

 

 

 

Total

     128,238,047        (18,493,594     (28,534,786
  

 

 

   

 

 

   

 

 

 

 

  (*) See Note 5.1.II.iii

 

 

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

 

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34. INCOME TAXES.

The following table presents the components of the income tax expense/(benefit) recorded in the consolidated statement of comprehensive income for the years ended December 31, 2015, 2014 and 2013:

 

Current Income Tax and Adjustments
to Current Income Tax for Previous Periods

   For the years ended  
   12-31-2015
ThCh$
    12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As adjusted)(*)
ThCh$
 

Current income tax

     (469,517,752     (450,655,418     (457,664,808

Tax benefit from tax losses, tax credits or temporary differences not previously recognized for the current period (current tax credits and/or benefits)

     29,215,046        34,026,202        23,234,522   

Adjustments to current tax from the previous period

     (5,195,560     2,871,018        (1,810,633

Benefit / (expense) for current income tax due to changes in tax rates or the introduction of new taxes

     —          —          —     

Other current tax benefit / (expense)

     (3,063,579     (97,812     (4,099,916

Current tax expense, net

     (448,561,845     (413,856,010     (440,340,835

Benefit / (expense) from deferred taxes for origination and reversal of temporary differences

     (72,465,637     (45,506,055     2,369,050   

Benefit / (expense) from deferred taxes due to changes in tax rates or the introduction of new taxes

     —          33,404,603        (1,238,888

Other components of deferred tax (benefit) /expense

     —          —          (3,244,670

Adjustments for prior periods deferred taxes

     (2,635,730     —          —     
  

 

 

   

 

 

   

 

 

 

Total deferred tax benefit / (expense)

     (75,101,367     (12,101,452     (2,114,508
  

 

 

   

 

 

   

 

 

 

Income tax expense, continuing operations

     (523,663,212     (425,957,462     (442,455,343
  

 

 

   

 

 

   

 

 

 

 

  (*) See Note 5.1.II.iii

The following table reconciles income taxes resulting from applying the local current tax rate to “Net income before taxes” and the actual income tax expense recognized in the consolidated statement of comprehensive income for the years ended December 31, 2015, 2014 and 2013:

 

Reconciliation of Tax Expense

   Rate     12-31-2015
ThCh$
    Rate     12-31-2014
(As adjusted)(*)
ThCh$
    Rate     12-31-2013
(As adjusted)(*)
ThCh$
 

ACCOUNTING INCOME BEFORE TAX

       1,279,812,171          1,178,120,689          1,237,790,881   

Total tax income (expense) using statutory rate

     (22.50 %)      (287,957,738     (21.00 %)      (247,405,345     (20.00 %)      (247,558,175

Tax effect of rates applied in other countries

     (12.88 %)      (164,815,692     (11.89 %)      (140,032,350     (13.99 %)      (173,156,559

Tax effect of non-taxable revenues and benefits from tax losses and tax credits

     4.93     63,075,794        8.36     98,468,095        9.95     123,130,008   

Tax effect of non-tax-deductible expenses

     (4.39 %)      (56,128,320     (13.63 %)      (160,565,951     (5.62 %)      (69,552,897

Tax effect of changes in income tax rates

       —          2.84     33,404,603        (0.10 %)      (1,238,888

Tax effect of adjustments to taxes in previous periods

     (0.41 %)      (5,195,560     0.24     2,871,018        (0.15 %)      (1,810,633

Adjustments for prior periods deferred taxes

     (0.21 %)      (2,635,730     —          —          —          —     

Price level restatement for tax purposes (investments in subsidiaries, associates and joint ventures and equity)

     (5.47 %)      (70,005,966     (1.08 %)      (12,697,532     (5.84 %)      (72,268,199
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments to tax expense using statutory rate

     (18.43 %)      (235,705,474     (15.16 %)      (178,552,117     (15.75 %)      (194,897,168
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax benefit (expense), continuing operations

     (40.93 %)      (523,663,212     (36.16 %)      (425,957,462     (35.75 %)      (442,455,343
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (*) See Note 5.1.II.iii

 

 

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

 

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35. INFORMATION BY SEGMENT.

35.1 Basis of segmentation

The Group’s activities operate under a matrix management structure with dual and cross management responsibilities (based on business and geographical areas of responsibility), and its subsidiaries are engaged in either the Generation and Transmission Business or the Distribution Business.

The Group adopted a “bottom-up” approach to determine its reportable segments. The Generation and Transmission and the Distribution reportable segments have been defined based on IFRS 8.9 and on the criteria described in IFRS 8.12, taking into account the aggregation of the operating segments having similar economic drivers that are common in all countries.

Generation and Transmission Reportable Segment: The Generation and Transmission Reportable Segment is comprised of a group of electricity companies that own electricity generating plants, whose energy is transmitted and distributed to end customers in four different countries.

The following four operating segments have been aggregated into one combined set of information for the Generation and Transmission Reportable Segment:

Generation and Transmission Reportable Segment:

 

    Generation and Transmission Business in Argentina

 

    Generation and Transmission Business in Brazil

 

    Generation and Transmission Business in Colombia

 

    Generation and Transmission Business in Peru

The Generation and Transmission Business is conducted: in Argentina through Cemsa, Central DockSud, Central Costanera, and El Chocón; in Brazil through Cachoeira Dourada, CIEN, Enel Brasil, and Fortaleza; in Colombia through Emgesa; and in Peru through Edegel and EEPSA.

Distribution Reportable Segment: The Distribution Reportable Segment is comprised of a group of electricity companies operating under a public utility concession, with service obligations and regulated tariffs for supplying regulated customers in four different countries.

The following four operating segments have been aggregated into one combined set of information for the Distribution Reportable Segment:

Distribution Reportable Segment:

 

    Distribution Business in Argentina

 

    Distribution Business in Brazil

 

    Distribution Business in Colombia

 

    Distribution Business in Peru

The Distribution Business is conducted: in Argentina through Edesur; in Brazil through Ampla and Coelce; in Colombia through Codensa; and in Peru through Edelnor.

 

 

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

 

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Each of the operating segments generates separate financial information, which is aggregated into one combined set of information for the Generation and Transmission Business, and another set of combined information for the Distribution Business at the reportable segment level. In addition, in order to assist the decision maker process, the Planning & Control Department at the Parent Company level prepares internal reports containing combined information at the reportable segment level about the main key performance indicators (KPIs), such as: EBITDA, Gross Margin, Total Capex, Total Opex, Net income, Total Energy Generation and Transmission, among others. The presentation of information under this business/country approach has been made taking into consideration that the KPIs are similar and comparable in all countries, in each of the following aspects:

(a)    the nature of the activities: Generation and Transmission on one hand, and Distribution on the other;

(b)    the nature of the production processes: the Generation and Transmission Business deals with the generation of electricity and its transmission to dispatch centers, while the Distribution Business does not generate electricity, but distributes electricity to end customers;

(c)    the type or class of customer for their products and services: the Generation and Transmission Business provides services mainly to unregulated customers, while the Distribution Business provides energy to regulated customers;

(d)    the methods used to distribute their products or provide their services: generators generally sell the energy through energy auctions, while distributors provide energy in their concession area; and

(e)    the nature of the regulatory environment (public utilities): the regulatory frameworks differs in the Generation and Transmission Business and Distribution Business

The Company’s chief operating decision maker (CODM) in conjunction with the country managers reviews on a monthly basis these internal reports and uses the KPI information to make decisions on the allocation of resources and the assessment of the performance of the operating segments for each reportable segment.

The information disclosed in the following tables is based on the financial information of the companies forming each segment. The accounting policies used to determine the segment information are the same as those used in the preparation of the Group’s consolidated financial statements. Based on this context and taking into consideration the corporate reorganization as discussed in Notes 5.1 and 41, the assets and liabilities related to the Chilean operations are presented as held for distribution to owners, and in the case of income statement accounts, as discontinued operations.

 

 

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

 

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The following tables present details of this information by reportable segments:

35.2 Generation and transmission, distribution and others

 

Line of Business

  Generation and Transmission     Distribution     Eliminations and others     Total  
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

ASSETS

               

CURRENT ASSETS

    3,974,309,548        1,258,524,552        2,233,248,507        1,682,754,340        1,706,003,655        990,219,996        7,913,561,710        3,931,498,888   

Cash and cash equivalents

    158,234,836        444,764,922        174,458,784        274,881,316        852,469,724        985,099,253        1,185,163,344        1,704,745,491   

Other current financial assets

    11,466,253        50,850,528        34,171,369        25,046,824        22,624,824        23,558,051        68,262,446        99,455,403   

Other current non-financial assets

    26,895,066        61,264,981        72,076,278        109,728,709        3,017,713        4,104,422        101,989,057        175,098,112   

Trade and other current receivables

    281,533,993        498,363,943        802,286,571        1,178,238,427        4,311,003        5,084,533        1,088,131,567        1,681,686,903   

Current accounts receivable from related companies

    69,698,172        77,105,049        27,676,364        29,295,267        (93,807,606     (87,958,976     3,566,930        18,441,340   

Inventories

    33,665,661        73,796,781        61,185,174        56,267,388        207,062        3,455,985        95,057,897        133,520,154   

Current tax assets

    3,751,263        52,378,348        11,961,862        9,296,409        31,741,463        48,897,765        47,454,588        110,572,522   

Non-current assets or disposal groups held for sale or held for distribution to owners

    3,389,064,304        —          1,049,432,105        —          885,439,472        7,978,963        5,323,935,881        7,978,963   

NON-CURRENT ASSETS

    4,070,922,143        6,814,137,154        4,091,696,107        5,034,348,611        (627,025,569     141,337,663        7,535,592,681        11,989,823,428   

Other non-current financial assets

    625,982        7,937,828        488,884,301        496,520,403        17,921        26,363,289        489,528,204        530,821,520   

Other non-current non-financial assets

    9,847,779        12,590,288        54,741,348        61,369,954        12,973,581        3,845,938        77,562,708        77,806,180   

Trade and other non-current receivables

    310,451,501        185,266,255        88,178,936        106,105,806        65,427        269,614        398,695,864        291,641,675   

Non-current accounts receivable from related companies

    —          —          355,485        486,605        —          —          355,485        486,605   

Investments accounted for using the equity method

    478,361,882        609,409,322        491,519,716        574,400,438        (938,921,153     (1,110,176,150     30,960,445        73,633,610   

Intangible assets other than goodwill

    33,665,518        55,498,838        933,484,014        1,097,100,837        14,249,740        15,612,381        981,399,272        1,168,212,056   

Goodwill

    100,700,655        125,609,898        76,703,162        100,220,100        266,795,230        1,185,023,629        444,199,047        1,410,853,627   

Property, plant and equipment

    3,097,266,606        5,723,349,345        1,905,927,300        2,522,222,675        372,727        (11,356,301     5,003,566,633        8,234,215,719   

Investment property

    —          —          —          —          —          8,514,562        —          8,514,562   

Deferred tax assets

    40,002,220        94,475,380        51,901,845        75,921,793        17,420,958        23,240,701        109,325,023        193,637,874   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    8,045,231,691        8,072,661,706        6,324,944,614        6,717,102,951        1,078,978,086        1,131,557,659        15,449,154,391        15,921,322,316   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-146


Table of Contents

Line of Business

  Generation and Transmission     Distribution     Eliminations and others     Total  
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

LIABILITIES AND EQUITY

               

CURRENT LIABILITIES

    2,735,116,868        1,622,353,344        1,838,355,464        1,856,594,893        (68,091,532     (284,126,253     4,505,380,800        3,194,821,984   

Other current financial liabilities

    230,270,298        297,869,150        206,125,030        119,552,373        251,478,180        4,384,156        687,873,508        421,805,679   

Trade and other current payables

    342,712,347        777,931,218        1,037,064,551        1,403,375,115        73,047,309        107,570,617        1,452,824,207        2,288,876,950   

Current accounts payable to related companies

    104,568,189        371,111,287        72,131,804        189,021,282        (66,802,485     (416,451,947     109,897,508        143,680,622   

Other current provisions

    81,419,354        38,351,988        45,879,822        51,247,787        —          622,909        127,299,176        90,222,684   

Current tax liabilities

    91,117,121        96,623,249        24,166,415        16,472,461        27,324,424        2,376,603        142,607,960        115,472,313   

Current provisions for employee benefits

    —          —          —          —          —          —          —          —     

Other current non-financial liabilities

    1,951,295        40,466,452        35,966,491        76,925,875        1,308,553        11,883,262        39,226,339        129,275,589   

Liabilities associated with groups of assets or disposal groups held for sale or distribution to owners

    1,883,078,264        —          417,021,351        —          (354,447,513     5,488,147        1,945,652,102        5,488,147   

NON-CURRENT LIABILITIES

    1,313,277,539        2,398,122,150        1,559,780,584        1,770,828,652        (119,092,912     278,330,784        2,753,965,211        4,447,281,586   

Other non-current financial liabilities

    941,834,867        1,871,186,406        883,297,767        1,153,615,811        22,163,958        264,295,311        1,847,296,592        3,289,097,528   

Trade and other non-current payables

    97,364,873        3,858,836        178,027,558        155,526,685        8,151,823        —          283,544,254        159,385,521   

Non-current accounts payable to related companies

    10,685,702        4,908,454        157,179,286        —          (167,864,988     (4,908,454     —          —     

Other long-term provisions

    41,883,233        34,859,087        141,808,620        162,308,328        156,431        76,426        183,848,284        197,243,841   

Deferred tax liabilities

    181,262,110        397,978,536        34,940,876        61,859,841        15,701,629        18,523,107        231,904,615        478,361,484   

Non-current provisions for employee benefits

    21,548,342        43,461,827        163,123,897        213,666,598        2,598,235        12,801,987        187,270,474        269,930,412   

Other non-current non-financial liabilities

    18,698,412        41,869,004        1,402,580        23,851,389        —          (12,457,593     20,100,992        53,262,800   

EQUITY

    3,996,837,284        4,052,186,212        2,926,808,566        3,089,679,406        1,266,162,530        1,137,353,128        8,189,808,380        8,279,218,746   

Equity attributable to shareholders of Enersis Américas

    3,996,837,284        4,052,186,212        2,926,808,566        3,089,679,406        1,266,162,530        1,137,353,128        6,026,149,285        6,201,976,047   

Issued capital

    1,476,722,861        1,512,762,830        860,651,565        872,231,352        3,467,073,560        3,419,453,804        5,804,447,986        5,804,447,986   

Retained earnings

    2,358,601,470        2,172,639,133        1,414,711,314        1,384,094,891        (392,651,261     (504,999,579     3,380,661,523        3,051,734,445   

Share premium

    206,058,198        206,599,062        3,547,484        3,965,297        (209,605,682     (210,564,359     —          —     

Other reserves

    (44,545,245     160,185,187        647,898,203        829,387,866        (1,598,654,087     (1,566,536,738     (3,158,960,224     (2,654,206,384

Non-controlling interests

    —          —          —          —          —          —          2,163,659,095        2,077,242,699   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

    8,045,231,691        8,072,661,706        6,324,944,614        6,717,102,951        1,078,978,086        1,131,557,659        15,449,154,391        15,921,322,316   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-147


Table of Contents

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

Line of Business

  Generation and Transmission     Distribution     Eliminations and others     Total  

STATEMENT OF COMPREHENSIVE INCOME

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

REVENUES AND OTHER OPERATING INCOME

    1,734,761,772        1,762,869,133        1,481,343,900        3,890,722,930        3,802,108,560        3,429,456,365        (324,045,124     (358,607,905     (382,652,396     5,301,439,578        5,206,369,788        4,528,147,869   

Revenues

    1,668,272,704        1,701,051,112        1,419,296,486        3,321,156,669        3,463,626,805        2,941,988,973        (321,784,063     (358,222,180     (382,290,107     4,667,645,310        4,806,455,737        3,978,995,352   

Energy sales

    1,486,031,970        1,514,124,760        1,305,087,063        3,022,021,032        3,157,667,595        2,709,628,604        (283,671,303     (321,958,393     (363,372,422     4,224,381,699        4,349,833,962        3,651,343,245   

Other sales

    21,124,909        13,080,015        8,817,669        19,523,142        21,140,924        3,648,462        —          —          6,569,786        40,648,051        34,220,939        19,035,917   

Other services rendered

    161,115,825        173,846,337        105,391,754        279,612,495        284,818,286        228,711,907        (38,112,760     (36,263,787     (25,487,471     402,615,560        422,400,836        308,616,190   

Other operating income

    66,489,068        61,818,021        62,047,414        569,566,261        338,481,755        487,467,392        (2,261,061     (385,725     (362,289     633,794,268        399,914,051        549,152,517   

RAW MATERIALS AND CONSUMABLES USED

    (677,940,967     (653,688,007     (514,810,596     (2,423,363,923     (2,338,428,095     (1,960,921,763     324,103,378        360,446,666        385,465,057        (2,777,201,512     (2,631,669,436     (2,090,267,302

Energy purchases

    (235,046,359     (258,676,854     (168,445,337     (1,951,642,845     (1,900,048,593     (1,446,778,480     300,772,778        334,722,661        363,077,208        (1,885,916,426     (1,824,002,786     (1,252,146,609

Fuel consumption

    (258,113,922     (205,534,394     (174,504,021     —          —          —          —          —          —          (258,113,922     (205,534,394     (174,504,021

Transportation expenses

    (124,612,122     (124,900,859     (97,694,362     (147,073,303     (168,191,394     (144,200,252     25,872,051        27,906,871        25,035,921        (245,813,374     (265,185,382     (216,858,693

Other miscellaneous supplies and services

    (60,168,564     (64,575,900     (74,166,876     (324,647,775     (270,188,108     (369,943,031     (2,541,451     (2,182,866     (2,648,072     (387,357,790     (336,946,874     (446,757,979

CONTRIBUTION MARGIN

    1,056,820,805        1,109,181,126        966,533,304        1,467,359,007        1,463,680,465        1,468,534,602        58,254        1,838,761        2,812,661        2,524,238,066        2,574,700,352        2,437,880,567   

Other work performed by the entity and capitalized

    14,387,605        13,548,280        9,255,740        52,567,319        42,103,255        37,795,406        146,345        118,883        83,324        67,101,269        55,770,418        47,134,470   

Employee benefits expense

    (107,850,396     (92,178,851     (78,825,827     (365,683,363     (283,638,620     (256,035,562     (14,164,388     (13,851,002     (10,706,807     (487,698,147     (389,668,473     (345,568,196

Other expenses

    (96,544,274     (84,426,859     (71,568,476     (372,678,643     (376,865,536     (331,687,784     (19,305,832     (2,436,869     (2,491,651     (488,528,749     (463,729,264     (405,747,911

GROSS OPERATING RESULT

    866,813,740        946,123,696        825,394,741        781,564,320        845,279,564        918,606,662        (33,265,621     (14,330,227     (10,302,473     1,615,112,439        1,777,073,033        1,733,698,930   

Depreciation and amortization expense

    (147,291,267     (142,609,270     (130,646,915     (173,636,385     (208,532,299     (185,622,948     385,455        398,819        303,722        (320,542,197     (350,742,750     (315,966,141

Impairment losses (reversal of impairment losses) recognized in profit or loss

    (4,826,638     (3,212,803     (13,106,989     (34,909,411     (35,038,965     (53,557,987     (75,707     (78,174     —          (39,811,756     (38,329,942     (66,664,976
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING INCOME

    714,695,835        800,301,623        681,640,837        573,018,524        601,708,300        679,425,727        (32,955,873     (14,009,582     (9,998,751     1,254,758,486        1,388,000,341        1,351,067,813   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

FINANCIAL RESULT

    99,864,652        (22,550,175     (94,072,305     (97,880,409     (252,708,515     (54,492,019     26,302,696        61,942,461        29,665,249        28,286,939        (213,316,229     (118,899,075

Financial income

    88,032,028        111,084,259        34,749,918        177,432,364        84,910,412        152,859,615        29,305,880        55,127,091        59,006,281        294,770,272        251,121,762        246,615,814   

Cash and cash equivalents

    86,308,158        26,728,453        24,151,441        8,809,058        14,617,999        15,448,973        29,197,237        45,230,521        58,681,261        124,314,453        86,576,973        98,281,675   

Financial income

    1,723,870        84,355,806        10,598,477        168,623,306        70,292,413        137,410,642        108,643        9,896,570        325,020        170,455,819        164,544,789        148,334,139   

Financial costs

    (109,517,207     (85,935,531     (91,401,647     (275,453,176     (335,813,681     (206,291,506     (484,957     (10,565,117     (28,279,149     (385,455,340     (432,314,329     (325,972,302

Bank borrowings

    (18,475,838     (21,393,127     (21,454,758     (21,914,438     (11,665,822     (8,572,508     1,469,244        (2,777     (70     (38,921,032     (33,061,726     (30,027,336

Secured and unsecured obligations

    (74,589,458     (78,729,951     (55,830,044     (76,174,292     (80,574,024     (68,810,393     (28,494,810     (12,984,782     (24,441,840     (179,258,560     (172,288,757     (149,082,277

Other

    (16,451,911     14,187,547        (14,116,845     (177,364,446     (243,573,835     (128,908,605     26,540,609        2,422,442        (3,837,239     (167,275,748     (226,963,846     (146,862,689

Profits (losses) from indexed assets and liabilities

    —          —          —          1,240        1,579        —          (9,267,280     (13,631,647     (11,007,801     (9,266,040     (13,630,068     (11,007,801

Foreign currency exchange differences

    121,349,831        (47,698,903     (37,420,576     139,163        (1,806,825     (1,060,128     6,749,053        31,012,134        9,945,918        128,238,047        (18,493,594     (28,534,786

Positive

    219,603,572        39,651,691        46,792,154        9,537,474        4,303,366        3,380,853        45,868,225        57,413,955        36,265,682        275,009,271        101,369,012        86,438,689   

Negative

    (98,253,741     (87,350,594     (84,212,730     (9,398,311     (6,110,191     (4,440,981     (39,119,172     (26,401,821     (26,319,764     (146,771,224     (119,862,606     (114,973,475

Share of profit of associates accounted for using the equity method

    2,678,513        —          —          787,056        2,595,760        975,149        (132,598     (35,737     4,726        3,332,971        2,560,023        979,875   

Other gains (losses)

    (394,854     798,130        904,474        (6,171,371     78,424        3,737,794        —          —          —          (6,566,225     876,554        4,642,268   

Gain (loss) from other investments

    —          707,468        768,433        —          —          —          —          —          —          —          707,468        768,433   

Gain (loss) from the sale of property, plant and equipment

    (394,854     90,662        136,041        (6,171,371     78,424        3,737,794        —          —          —          (6,566,225     169,086        3,873,835   

Income before tax

    816,844,146        778,549,578        588,473,006        469,753,800        351,673,969        629,646,651        (6,785,775     47,897,142        19,671,224        1,279,812,171        1,178,120,689        1,237,790,881   

Income tax

    (335,604,989     (254,393,601     (192,628,860     (135,349,415     (124,465,813     (176,573,448     (52,708,808     (47,098,048     (73,253,035     (523,663,212     (425,957,462     (442,455,343

Net income from continuing operations

    481,239,157        524,155,977        395,844,146        334,404,385        227,208,156        453,073,203        (59,494,583     799,094        (53,581,811     756,148,959        752,163,227        795,335,538   

Income from discontinued operations

    223,831,259        63,327,692        179,048,751        139,672,809        125,385,213        114,054,872        24,816,458        26,619,076        24,961,585        388,320,526        215,331,981        318,065,208   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

    705,070,416        587,483,669        574,892,897        474,077,194        352,593,369        567,128,075        (34,678,125     27,418,170        (28,620,226     1,144,469,485        967,495,208        1,113,400,746   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to:

    705,070,416        587,483,669        574,892,897        474,077,194        352,593,369        567,128,075        (34,678,125     27,418,170        (28,620,226     1,144,469,485        967,495,208        1,113,400,746   

Shareholders of Enersis Américas

    —          —          —          —          —          —          —          —          —          661,586,917        571,873,342        658,514,150   

Non-controlling interests

    —          —          —          —          —          —          —          —          —          482,882,568        395,621,866        454,886,596   

Line of Business

  Generation and transmission     Distribution     Eliminations and others     Total (*)  

STATEMENT OF CASH FLOW

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Cash flow from (used in) operating activities

    1,098,739,134        1,026,718,651        874,169,034        945,599,327        769,341,885        855,536,268        (120,887,859     (98,022,542     (28,729,658     1,923,450,602        1,698,037,994        1,700,975,644   

Cash flow from (used in) investment activities

    (545,677,324     (357,107,188     (194,635,422     (787,409,305     (513,969,018     (488,352,158     117,787,581        571,389,216        (540,899,509     (1,215,299,048     (299,686,990     (1,223,887,089

Cash flows from (used in) financing activities

    (797,630,653     (575,096,742     (628,577,198     (225,244,202     (220,294,230     (327,075,688     (37,339,524     (488,068,691     1,292,418,242        (1,060,214,379     (1,283,459,663     336,765,356   

 

(*) See Note 5.1.II.iv for cash flows related to discontinued operations.

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

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

 

F-148


Table of Contents

35.3 Segment information by country.

 

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015

ThCh$
    12-31-2014

ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 
ASSETS                            

CURRENT ASSETS

    7,206,153,017        1,878,994,993        335,086,963        520,217,733        790,909,682        848,758,549        372,444,839        574,295,812        246,261,307        287,163,111        (1,037,294,098     (177,931,310     7,913,561,710        3,931,498,888   

Cash and cash equivalents

    842,075,831        989,320,583        46,181,049        25,917,276        91,204,686        197,723,645        156,927,518        357,750,546        48,774,260        134,033,441        —          —          1,185,163,344        1,704,745,491   

Other current financial assets

    16,360,472        8,518,962        694,177        —          48,170,095        52,870,583        3,037,702        38,065,858        —          —          —          —          68,262,446        99,455,403   

Other current non-financial assets

    41,022        16,052,871        2,763,894        4,151,319        80,268,243        115,566,129        9,724,564        12,267,413        9,191,334        27,060,380        —          —          101,989,057        175,098,112   

Trade and other current receivables

    729,821        578,408,890        216,550,824        416,026,626        536,725,492        446,392,339        179,304,792        147,531,981        154,034,146        93,735,123        786,492        (408,056     1,088,131,567        1,681,686,903   

Current accounts receivable from related companies

    72,105,375        134,750,382        24,224,813        28,097,713        19,580,577        22,359,268        2,063,025        748,922        1,292,410        3,256        (115,699,270     (167,518,201     3,566,930        18,441,340   

Inventories

    —          43,677,878        40,147,347        41,937,394        900,446        934,466        21,381,902        16,506,890        32,628,202        30,463,526        —          —          95,057,897        133,520,154   

Current tax assets

    28,523,295        90,281,411        4,524,859        4,087,405        14,060,143        12,912,119        5,336        1,424,202        340,955        1,867,385        —          —          47,454,588        110,572,522   

Non-current assets or disposal groups held-for-sale or held for distribution to owners

    6,246,317,201        17,984,016        —          —          —          —          —          —          —          —          (922,381,320     (10,005,053     5,323,935,881        7,978,963   

NON-CURRENT ASSETS

    4,419,757,344        9,730,558,674        989,117,985        822,281,224        2,026,630,282        2,333,408,466        2,655,603,106        2,716,160,481        1,626,705,797        1,550,114,522        (4,182,221,833     (5,162,699,939     7,535,592,681        11,989,823,428   

Other non-current financial assets

    —          33,090,868        21,751        72,882        488,876,852        496,463,986        616,296        1,177,618        13,305        16,166        —          —          489,528,204        530,821,520   

Other non-current non-financial assets

    9,809,121        236,772        3,927,495        4,232,688        60,707,204        69,746,584        3,380,076        3,644,175        —          —          (261,188     (54,039     77,562,708        77,806,180   

Trade and other non-current receivables

    —          7,496,412        307,327,055        175,753,071        81,551,731        97,082,421        9,817,078        11,309,771        —          —          —          —          398,695,864        291,641,675   

Non-current accounts receivable from related companies

    —          —          355,485        486,605        34,884,531        36,267,177        —          —          —          —          (34,884,531     (36,267,177     355,485        486,605   

Investments accounted for using the equity method

    4,392,452,234        6,324,305,426        33,278,110        42,815,909        —          —          29,497,710        32,798,603        78,272,852        95,911,225        (4,502,540,461     (6,422,197,553     30,960,445        73,633,610   

Intangible assets other than goodwill

    —          36,525,521        1,901,334        2,533,936        910,420,453        1,062,638,430        36,607,957        40,612,537        32,469,528        25,901,632        —          —          981,399,272        1,168,212,056   

Goodwill

    —          2,240,478        1,070,609        1,401,472        76,703,162        97,979,622        4,285,457        4,886,064        6,675,472        8,527,161        355,464,347        1,295,818,830        444,199,047        1,410,853,627   

Property, plant and equipment

    —          3,283,760,775        640,616,088        591,453,902        307,829,742        389,577,389        2,545,846,163        2,549,665,315        1,509,274,640        1,419,758,338        —          —          5,003,566,633        8,234,215,719   

Investment property

    —          8,514,562        —          —          —          —          —          —          —          —          —          —          —          8,514,562   

Deferred tax assets

    17,495,989        34,387,860        620,058        3,530,759        65,656,607        83,652,857        25,552,369        72,066,398        —          —          —          —          109,325,023        193,637,874   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    11,625,910,361        11,609,553,667        1,324,204,948        1,342,498,957        2,817,539,964        3,182,167,015        3,028,047,945        3,290,456,293        1,872,967,104        1,837,277,633        (5,219,515,931     (5,340,631,249     15,449,154,391        15,921,322,316   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-149


Table of Contents
    Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015

ThCh$
    12-31-2014
ThCh$
    12-31-2015

ThCh$
    12-31-2014
ThCh$
    12-31-2015

ThCh$
    12-31-2014

ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 
LIABILITIES AND EQUITY                            

CURRENT LIABILITIES

    2,214,708,056        744,843,606        650,930,971        919,270,662        649,275,989        479,284,646        589,400,597        828,561,609        313,823,925        269,583,701        87,241,262        (46,722,240     4,505,380,800        3,194,821,984   

Other current financial liabilities

    251,988,261        150,748,390        30,883,517        36,046,855        136,422,798        78,874,557        170,601,821        92,779,423        97,977,111        63,356,454        —          —          687,873,508        421,805,679   

Trade and other current payables

    30,630,264        490,927,954        524,765,510        775,438,014        438,614,827        340,379,343        258,880,100        428,369,239        149,516,849        167,957,943        50,416,657        85,804,457        1,452,824,207        2,288,876,950   

Current accounts payable to related companies

    37,738,690        10,417,853        23,671,742        28,081,812        50,826,174        30,274,223        30,878,126        198,528,161        8,587,452        8,905,270        (41,804,676     (132,526,697     109,897,508        143,680,622   

Other current provisions

    3,595        11,627,110        30,169,043        33,345,118        2,144,014        3,335,096        77,759,932        31,449,522        17,222,592        10,465,838        —          —          127,299,176        90,222,684   

Current tax liabilities

    27,324,425        38,357,866        41,441,159        6,836,964        19,959,622        2,213,038        49,992,270        64,747,073        3,890,484        3,317,372        —          —          142,607,960        115,472,313   

Current provisions for employee benefits

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Other non-current non-financial liabilities

    —          37,276,286        —          39,521,899        1,308,554        24,208,389        1,288,348        12,688,191        36,629,437        15,580,824        —          —          39,226,339        129,275,589   

Liabilities associated with groups of assets or disposal groups held for sale or distribution to owners

    1,867,022,821        5,488,147        —          —          —          —          —          —          —          —          78,629,281        —          1,945,652,102        5,488,147   

NON-CURRENT LIABITIES

    25,261,654        1,410,672,019        393,937,987        291,965,068        725,609,705        959,581,284        1,113,128,603        1,241,915,054        555,256,672        601,204,740        (59,229,410     (58,056,579     2,753,965,211        4,447,281,586   

Other non-current financial liabilities

    22,163,958        1,042,430,478        38,637,260        44,052,205        424,551,031        627,845,559        1,012,352,174        1,162,494,911        349,592,169        412,274,375        —          —          1,847,296,592        3,289,097,528   

Trade and other non-current payables

    —          3,711,078        249,256,884        120,587,518        25,765,233        35,086,925        —          —          8,522,137        —          —          —          283,544,254        159,385,521   

Non-current account payables to related companies

    —          —          35,630,861        36,594,486        23,598,549        —          —          —          —          —          (59,229,410     (36,594,486     —          —     

Other long-current provisions

    —          27,969,934        10,544,604        8,468,074        132,216,036        152,802,156        36,538,802        4,100,860        4,548,842        3,902,817        —          —          183,848,284        197,243,841   

Deferred tax liabilities

    —          255,156,048        46,358,947        31,236,466        15,701,628        18,454,634        —          —          169,844,040        173,514,336        —          —          231,904,615        478,361,484   

Non-current provisions for employee benefits

    3,097,696        56,333,817        13,509,431        12,825,808        103,777,228        122,729,879        64,237,627        75,319,283        2,648,492        2,721,625        —          —          187,270,474        269,930,412   

Other non-current non-financial liabilities

    —          25,070,664        —          38,200,511        —          2,662,131        —          —          20,100,992        8,791,587        —          (21,462,093     20,100,992        53,262,800   

EQUITY

    9,385,940,651        9,454,038,042        279,335,990        131,263,227        1,442,654,270        1,743,301,085        1,325,518,745        1,219,979,630        1,003,886,507        966,489,192        (5,247,527,783     (5,235,852,430     8,189,808,380        8,279,218,746   

Equity attributable to shareholders of Enersis Américas

    9,385,940,651        9,454,038,042        279,335,990        131,263,227        1,442,654,270        1,743,301,085        1,325,518,745        1,219,979,630        1,003,886,507        966,489,192        (5,247,527,783     (5,235,852,430     6,026,149,285        6,201,976,047   

Issued capital

    8,275,947,660        8,284,164,467        157,658,399        206,381,462        216,661,867        216,324,676        149,451,431        170,397,032        484,427,384        298,376,352        (3,479,698,755     (3,371,196,003     5,804,447,986        5,804,447,986   

Retained earnings

    3,903,767,587        3,545,928,591        24,530,244        (151,386,397     144,278,288        206,870,339        322,708,452        145,279,263        66,656,282        278,207,618        (1,081,279,330     (973,164,969     3,380,661,523        3,051,734,445   

Share premium

    206,574,859        206,574,859        —          —          535,555,881        684,112,119        2,981,182        3,398,995        49,641        590,505        (745,161,563     (894,676,478     —          —     

Other reserves

    (3,000,349,455     (2,582,629,875     97,147,347        76,268,162        546,158,234        635,993,951        850,377,680        900,904,340        452,753,200        389,314,717        58,611,865        3,185,020        (3,158,960,224     (2,654,206,384

Non-controlling interests

    —          —          —          —          —          —          —          —          —          —          —          —          2,163,659,095        2,077,242,699   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

    11,625,910,361        11,609,553,667        1,324,204,948        1,342,498,957        2,817,539,964        3,182,167,015        3,028,047,945        3,290,456,293        1,872,967,104        1,837,277,633        (5,219,515,931     (5,340,631,249     15,449,154,391        15,921,322,316   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

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

 

F-150


Table of Contents

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 
STATEMENT OF COMPREHENSIVE INCOME                                          

REVENUE

    4,346,811        5,160,988        2,900,505        817,366,617        538,871,174        702,356,329        2,013,355,544        2,266,459,965        1,867,480,092        1,568,088,010        1,601,692,843        1,312,563,123        902,656,878        796,341,810        643,503,677        (4,374,282     (2,156,992     (655,857     5,301,439,578        5,206,369,788        4,528,147,869   

Revenue

    4,342,565        5,160,988        2,900,505        435,789,546        346,911,584        406,515,531        1,782,667,222        2,081,466,805        1,695,610,134        1,551,589,289        1,590,209,560        1,270,600,838        897,613,346        784,863,792        604,015,741        (4,356,658     (2,156,992     (647,397     4,667,645,310        4,806,455,737        3,978,995,352   

Energy sales

    —          —          —          379,092,257        280,176,215        361,705,469        1,626,946,066        1,923,078,033        1,553,473,683        1,415,825,122        1,445,643,276        1,176,055,779        802,518,254        701,058,885        560,310,262        —          (122,447     (201,948     4,224,381,699        4,349,833,962        3,651,343,245   

Other sales

    —          —          —          460,133        523,507        361,681        16,073,260        16,820,481        6,569,786        7,508,473        492,002        3,280,645        16,606,185        16,384,949        8,823,805        —          —          —          40,648,051        34,220,939        19,035,917   

Other services rendered

    4,342,565        5,160,988        2,900,505        56,237,156        66,211,862        44,448,381        139,647,896        141,568,291        135,566,665        128,255,694        144,074,282        91,264,414        78,488,907        67,419,958        34,881,674        (4,356,658     (2,034,545     (445,449     402,615,560        422,400,836        308,616,190   

Other operating income

    4,246        —          —          381,577,071        191,959,590        295,840,798        230,688,322        184,993,160        171,869,958        16,498,721        11,483,283        41,962,285        5,043,532        11,478,018        39,487,936        (17,624     —          (8,460     633,794,268        399,914,051        549,152,517   

RAW MATERIALS AND CONSUMABLES USED

    —          —          —          (207,711,417     (209,270,232     (225,811,105     (1,385,921,253     (1,405,383,543     (1,082,324,727     (727,204,325     (634,092,249     (489,477,523     (456,364,517     (382,923,412     (292,653,947     —          —          —          (2,777,201,512     (2,631,669,436     (2,090,267,302

Energy purchases

    —          —          —          (157,071,520     (165,988,305     (186,778,094     (992,325,912     (1,041,607,105     (616,825,105     (467,945,400     (389,379,482     (282,064,565     (271,677,147     (230,083,919     (170,440,992     3,103,553        3,056,025        3,962,147        (1,885,916,426     (1,824,002,786     (1,252,146,609

Fuel consumption

    —          —          —          (39,487,378     (31,350,429     (25,889,830     (61,626,347     (58,409,123     (51,277,737     (62,987,536     (33,015,871     (34,870,502     (94,012,661     (82,758,971     (62,465,952     —          —          —          (258,113,922     (205,534,394     (174,504,021

Transportation expense

    —          —          —          (1,603,737     (2,887,611     (3,021,027     (74,851,323     (93,644,111     (72,787,402     (122,810,084     (130,555,197     (114,719,080     (43,444,677     (35,042,438     (22,369,037     (3,103,553     (3,056,025     (3,962,147     (245,813,374     (265,185,382     (216,858,693

Other miscellaneous supplies and services

    —          —          —          (9,548,782     (9,043,887     (10,122,154     (257,117,671     (211,723,204     (341,434,483     (73,461,305     (81,141,699     (57,823,376     (47,230,032     (35,038,084     (37,377,966     —          —          —          (387,357,790     (336,946,874     (446,757,979

CONTRIBUTION MARGIN

    4,346,811        5,160,988        2,900,505        609,655,200        329,600,942        476,545,224        627,434,291        861,076,422        785,155,365        840,883,685        967,600,594        823,085,600        446,292,361        413,418,398        350,849,730        (4,374,282     (2,156,992     (655,857     2,524,238,066        2,574,700,352        2,437,880,567   

Other works performed by the entity and capitalized

    —          —          —          38,651,134        27,871,088        21,102,202        10,165,042        12,046,728        13,877,942        9,792,909        10,209,703        8,810,875        4,859,848        3,969,512        3,343,451        3,632,336        1,673,387        —          67,101,269        55,770,418        47,134,470   

Employee benefits expense

    (6,198,154     (4,663,987     (3,678,384     (282,962,098     (182,617,639     (154,686,547     (99,652,482     (107,989,443     (100,646,528     (57,583,893     (55,772,427     (51,593,413     (41,301,520     (38,624,977     (34,963,324     —          —          —          (487,698,147     (389,668,473     (345,568,196

Other expenses

    (8,580,775     (904,591     (1,203,116     (160,072,998     (150,390,844     (138,909,307     (176,649,576     (169,097,432     (147,251,809     (85,846,339     (91,510,241     (75,777,792     (58,121,007     (52,309,761     (43,261,744     741,946        483,605        655,857        (488,528,749     (463,729,264     (405,747,911

GROSS OPERATING RESULTS

    (10,432,118     (407,590     (1,980,995     205,271,238        24,463,547        204,051,572        361,297,275        596,036,275        551,134,970        707,246,362        830,527,629        704,525,270        351,729,682        326,453,172        275,968,113        —          —          —          1,615,112,439        1,777,073,033        1,733,698,930   

Depreciation and amortization expense

    —          —          —          (48,164,380     (34,457,311     (39,649,323     (93,577,654     (126,219,710     (111,980,732     (98,604,705     (115,830,740     (99,481,692     (80,195,458     (74,234,989     (64,854,394     —          —          —          (320,542,197     (350,742,750     (315,966,141

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          —          (2,289,187     (2,641,255     (7,740,546     (31,029,774     (29,563,651     (51,248,898     (189,779     (3,189,097     (160,633     (6,303,016     (2,935,939     (7,514,899     —          —          —          (39,811,756     (38,329,942     (66,664,976

OPERATING INCOME

    (10,432,118     (407,590     (1,980,995     154,817,671        (12,635,019     156,661,703        236,689,847        440,252,914        387,905,340        608,451,878        711,507,792        604,882,945        265,231,208        249,282,244        203,598,820        —          —          —          1,254,758,486        1,388,000,341        1,351,067,813   

FINANCIAL RESULTS

    (1,613,675     2,287,603        6,103,492        130,614,694        (39,636,349     (94,354,565     708,538        (127,456,000     34,677,521        (67,348,700     (61,236,977     (50,091,563     (34,073,918     (23,920,963     (26,555,488     —          36,646,457        11,321,528        28,286,939        (213,316,229     (118,899,075

Financial income

    23,085,427        37,359,473        43,272,796        141,071,582        112,698,022        37,262,480        118,746,948        88,275,167        146,393,325        10,037,527        18,603,031        18,522,711        4,305,859        3,921,832        3,522,291        (2,477,071     (9,735,763     (2,357,789     294,770,272        251,121,762        246,615,814   

Cash and cash equivalents

    23,058,503        27,551,155        42,998,291        76,904,478        4,063,184        4,491,672        15,980,631        39,601,245        37,422,561        6,394,711        13,228,981        11,698,193        1,976,131        2,132,408        1,670,958        —          —          —          124,314,454        86,576,973        98,281,675   

Other Financial income

    26,924        9,808,318        274,505        64,167,104        108,634,838        32,770,808        102,766,317        48,673,922        108,970,764        3,642,816        5,374,050        6,824,518        2,329,728        1,789,424        1,851,333        (2,477,071     (9,735,763     (2,357,789     170,455,818        164,544,789        148,334,139   

Financial costs

    (23,676,545     (22,139,600     (39,818,432     (111,418,295     (90,124,247     (73,869,756     (142,493,697     (227,554,883     (120,173,373     (78,846,539     (78,795,617     (68,989,288     (31,497,335     (23,435,746     (25,479,239     2,477,071        9,735,764        2,357,786        (385,455,340     (432,314,329     (325,972,302

Bank borrowings

    (974     —          —          (6,430,781     (11,090,608     (13,824,240     (17,755,433     (8,986,098     (3,970,589     (8,596,624     (6,395,703     (6,801,893     (6,137,221     (6,589,317     (5,430,614     —          —          —          (38,921,033     (33,061,726     (30,027,336

Secured and unsecured obligations

    (14,045,548     (12,984,782     (24,441,840       —          —          (49,470,132     (43,100,513     (38,857,338     (98,156,546     (99,009,223     (71,666,970     (17,586,333     (17,194,239     (14,116,129     —          —          —          (179,258,559     (172,288,757     (149,082,277

Other

    (9,630,023     (9,154,818     (15,376,592     (104,987,514     (79,033,639     (60,045,516     (75,268,132     (175,468,272     (77,345,446     27,906,631        26,609,309        9,479,575        (7,773,781     347,810        (5,932,496     2,477,071        9,735,764        2,357,786        (167,275,748     (226,963,846     (146,862,689

Profits (losses) from indexed assets and liabilities

    (9,266,040     (13,630,068     (11,007,801     —          —          —          —          —            —          —          —          —          —          —          —          —          —          (9,266,040     (13,630,068     (11,007,801

Foreign currency exchange differences

    8,243,483        697,798        13,656,929        100,961,407        (62,210,124     (57,747,289     24,455,287        11,823,716        8,457,569        1,460,312        (1,044,391     375,014        (6,882,442     (4,407,049     (4,598,540     —          36,646,456        11,321,531        128,238,047        (18,493,594     (28,534,786

Positive

    61,064,473        73,497,873        61,012,638        193,605,073        17,360,161        19,539,712        51,717,523        16,882,667        14,637,824        3,433,799        1,520,289        843,353        3,435,721        3,950,172        4,238,355        (38,247,318     (11,842,150     (13,833,193     275,009,271        101,369,012        86,438,689   

Negative

    (52,820,990     (72,800,075     (47,355,709     (92,643,666     (79,570,285     (77,287,001     (27,262,236     (5,058,951     (6,180,255     (1,973,487     (2,564,680     (468,339     (10,318,163     (8,357,221     (8,836,895     38,247,318        48,488,606        25,154,724        (146,771,224     (119,862,606     (114,973,475

Share of profit of associates accounted for using the equity method

    (132,598     (35,735     4,725        2,712,948        34,720        42,233        —          —          —          752,621        2,561,038        932,917        —          —          —          —          —          —          3,332,971        2,560,023        979,875   

Other gains (losses)

    —          —          42,761        (315,656     662,310        733,526        (6,758,695     —          2,761,811        (238,818     120,697        381,011        746,944        93,547        723,159        —          —          —          (6,566,225     876,554        4,642,268   

Gain (loss) from other investments

    —          —          42,761        —          707,468        725,672        —          —          —          —          —          —          —          —          —          —          —          —          —          707,468        768,433   

Gain (loss) from the sale of property, plant and equipment

    —          —          —          (315,656     (45,158     7,854        (6,758,695     —          2,761,811        (238,818     120,697        381,011        746,944        93,547        723,159        —          —          —          (6,566,225     169,086        3,873,835   

Income before tax

    (12,178,391     1,844,278        4,169,983        287,829,657        (51,574,338     63,082,897        230,639,690        312,796,914        425,344,672        541,616,981        652,952,550        556,105,310        231,904,234        225,454,828        177,766,491        —          36,646,457        11,321,528        1,279,812,171        1,178,120,689        1,237,790,881   

Income tax

    (93,756,951     (56,501,196     (91,027,164     (79,403,591     (25,322,535     (19,375,904     (73,751,149     (83,386,302     (98,554,883     (205,841,587     (208,404,127     (181,812,587     (70,909,934     (52,343,302     (51,684,805     —          —          —          (523,663,212     (425,957,462     (442,455,343

Net income from continuing operations

    (105,935,342     (54,656,918     (86,857,181     208,426,066        (76,896,873     43,706,993        156,888,541        229,410,612        326,789,789        335,775,394        444,548,423        374,292,723        160,994,300        173,111,526        126,081,686        —          36,646,457        11,321,528        756,148,959        752,163,227        795,335,538   

Net income from discontinued operations

    388,320,526        215,331,981        318,065,208        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          388,320,526        215,331,981        318,065,208   

Net Income

    282,385,184        160,675,063        231,208,027        208,426,066        (76,896,873     43,706,993        156,888,541        229,410,612        326,789,789        335,775,394        444,548,423        374,292,723        160,994,300        173,111,526        126,081,686        —          36,646,457        11,321,528        1,144,469,485        967,495,208        1,113,400,746   

 

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total (*)  
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 
STATEMENT OF CASH FLOWS                                          

Net cash flows from (used in) operating activities

    549,960,852        203,323,918        430,172,279        349,787,261        267,157,901        171,169,106        266,234,483        412,841,873        448,374,315        489,849,453        582,492,679        478,582,963        276,916,200        239,070,342        175,327,834        (9,297,647     (6,848,719     (2,650,853     1,923,450,602        1,698,037,994        1,700,975,644   

Net cash flows from (used in) investing activities

    40,279,970        956,586,408        (283,356,920     (287,437,006     (236,905,557     (164,720,608     (266,497,586     (142,166,536     (185,875,967     (271,946,454     (202,123,930     (229,211,864     (156,966,672     (75,195,327     (63,697,550     (272,731,300     (599,882,048     (297,024,180     (1,215,299,048     (299,686,990     (1,223,887,089

Net cash flows from (used in) financing activities

    (603,778,788     (1,096,385,941     565,999,553        (28,362,528     (28,140,190     (4,113,277     (78,409,908     (326,502,619     (199,139,356     (425,470,875     (320,548,584     (220,291,845     (206,144,926     (118,613,377     (105,415,120     281,952,646        606,731,048        299,725,401        (1,060,214,379     (1,283,459,663     336,765,356   

 

(*) See Note 5.1.II.iv for cash flows related to discontinued operations

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

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

 

F-151


Table of Contents
  35.4 Generation and Transmission, and Distribution by Country

 

  a) Generation and transmission

 

Line of business

  Generation and Transmission  

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  

ASSETS

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

CURRENT ASSETS

    5,216,028,617        587,911,081        143,791,564        111,345,580        109,584,185        179,310,128        172,957,080        329,704,908        172,786,358        164,347,787        (1,840,838,256     (114,094,932     3,974,309,548        1,258,524,552   

Cash and cash equivalents

    13,726,062        50,627,592        21,513,878        20,268,881        22,236,032        76,039,740        66,939,946        224,564,345        33,818,918        73,264,364        —          —          158,234,836        444,764,922   

Other current financial assets

    2,649,187        4,389,709        —          —          5,824,350        26,000,508        2,992,716        20,460,311        —          —          —          —          11,466,253        50,850,528   

Other current non-financial assets

    47        10,766,653        1,458,900        2,909,678        11,386,388        15,508,149        7,812,064        9,272,519        6,237,667        22,807,982        —          —          26,895,066        61,264,981   

Trade and other current receivables

    15,361        317,283,266        91,879,708        55,648,584        27,816,899        35,732,810        80,179,914        53,822,823        81,432,845        35,628,118        209,266        248,342        281,533,993        498,363,943   

Current accounts receivable from related companies

    28,482,912        113,265,863        24,188,529        28,040,438        40,682,826        23,607,823        7,299,356        7,818,044        28,001,327        8,711,102        (58,956,778     (104,338,221     69,698,172        77,105,049   

Inventories

    —          36,871,184        2,707,246        2,268,098        19,388        24,762        7,727,748        12,342,664        23,211,279        22,290,073        —          —          33,665,661        73,796,781   

Current tax assets

    —          44,701,761        2,043,303        2,209,901        1,618,302        2,396,336        5,336        1,424,202        84,322        1,646,148        —          —          3,751,263        52,378,348   

Non-current assets or disposal groups held for sale or held for distribution to owners

    5,171,155,048        10,005,053        —          —          —          —          —          —          —          —          (1,782,090,744     (10,005,053     3,389,064,304        —     

NON-CURRENT ASSETS

    34,135        4,509,737,795        514,526,563        376,359,459        377,376,503        465,167,544        1,807,828,818        1,787,224,362        903,328,613        918,279,644        467,827,511        (1,242,631,650     4,070,922,143        6,814,137,154   

Other non-current financial assets

    —          6,719,853        —          30,877        1        1        612,676        1,170,931        13,305        16,166        —          —          625,982        7,937,828   

Other non-current non-financial assets

    —          42,847        3,600,646        3,804,828        5,159,456        7,666,802        1,087,677        1,075,811        —          —          —          —          9,847,779        12,590,288   

Trade and other non-current receivables

    —          —          301,118,584        174,458,331        7,390,854        8,630,215        1,942,063        2,177,709        —          —          —          —          310,451,501        185,266,255   

Non-current accounts receivable from related companies

    —          —          —          —          24,422,654        31,402,626        —          —          —          —          (24,422,654     (31,402,626     —          —     

Investments accounted for using the equity method

    —          1,852,154,229        2,083,893        1,981,428        32,530,127        19,298,297        —          —          40,166,814        57,999,593        403,581,048        (1,322,024,225     478,361,882        609,409,322   

Intangible assets other than goodwill

    —          18,851,913        44,948        70,302        2,367,312        2,847,709        20,180,823        22,960,562        11,072,435        10,768,352        —          —          33,665,518        55,498,838   

Goodwill

    —          —          1,070,608        1,401,472        —          —          4,285,458        4,886,064        6,675,472        8,527,161        88,669,117        110,795,201        100,700,655        125,609,898   

Property, plant and equipment

    —          2,621,113,891        205,987,826        191,081,462        284,339,062        362,640,263        1,761,539,131        1,707,545,357        845,400,587        840,968,372        —          —          3,097,266,606        5,723,349,345   

Investment property

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Deferred tax assets

    34,135        10,855,062        620,058        3,530,759        21,167,037        32,681,631        18,180,990        47,407,928        —          —          —          —          40,002,220        94,475,380   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    5,216,062,752        5,097,648,876        658,318,127        487,705,039        486,960,688        644,477,672        1,980,785,898        2,116,929,270        1,076,114,971        1,082,627,431        (1,373,010,745     (1,356,726,582     8,045,231,691        8,072,661,706   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Generation and Transmission  

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  

LIABILITIES AND EQUITY

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

CURRENT LIABILITIES

    1,828,533,074        674,505,169        219,381,678        180,031,592        126,744,267        209,741,472        349,716,663        500,427,459        149,548,832        111,916,694        61,192,354        (54,269,042     2,735,116,868        1,622,353,344   

Other current financial liabilities

    417,400        146,364,103        30,356,957        29,204,543        1,718,719        547,554        135,606,953        90,868,809        62,170,269        30,884,141        —          —          230,270,298        297,869,150   

Trade and other current payables

    158,892        330,234,621        121,997,587        104,631,867        47,259,646        55,829,739        89,385,378        194,459,885        67,063,567        63,043,076        16,847,277        29,732,030        342,712,347        777,931,218   

Current accounts payable to related companies

    2,336        139,180,109        22,841,700        27,161,544        57,806,281        147,681,040        22,926,498        131,257,351        11,770,115        9,832,315        (10,778,741     (84,001,072     104,568,189        371,111,287   

Other current provisions

    —          10,932,577        2,744,275        666,299        —          —          72,379,364        24,071,622        6,295,715        2,681,490        —          —          81,419,354        38,351,988   

Current tax liabilities

    —          31,480,257        41,441,159        6,836,964        19,959,621        2,213,037        28,563,318        55,331,792        1,153,023        761,199        —          —          91,117,121        96,623,249   

Current provisions for employee benefits

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Other non-current non-financial liabilities

    —          16,313,502        —          11,530,375        —          3,470,102        855,152        4,438,000        1,096,143        4,714,473        —          —          1,951,295        40,466,452   

Liabilities associated with groups of assets or disposal groups held for sale or distribution to owners

    1,827,954,446        —          —          —          —          —          —          —          —          —          55,123,818        —          1,883,078,264        —     

NON-CURRENT LIABILITIES

    199,807        1,060,892,738        218,971,414        154,168,284        34,180,263        8,446,341        831,187,905        883,041,284        277,281,858        322,944,470        (48,543,708     (31,370,967     1,313,277,539        2,398,122,150   

Other non-current financial liabilities

    —          778,135,168        38,637,260        44,052,205        3,012,998        2,421,880        781,500,274        862,784,448        118,684,335        183,792,705        —          —          941,834,867        1,871,186,406   

Trade and other non-current payables

    —          3,711,078        94,453,409        89,968        2,911,464        57,790        —          —          —          —          —          —          97,364,873        3,858,836   

Non-current account payables to related companies

    —          —          35,630,861        36,594,486        23,598,549        —          —          —          —          —          (48,543,708     (31,686,032     10,685,702        4,908,454   

Other long-term provisions

    —          25,161,118        —          —          4,657,252        5,571,273        32,991,300        465,509        4,234,681        3,661,187        —          —          41,883,233        34,859,087   

Deferred tax liabilities

    —          232,045,128        46,358,947        31,236,466        —          —          —          —          134,903,163        134,696,942        —          —          181,262,110        397,978,536   

Non-current provisions for employee benefits

    199,807        18,882,217        3,890,937        3,994,647        —          —          16,696,331        19,791,327        761,267        793,636        —          —          21,548,342        43,461,827   

Other non-current non-financial liabilities

    —          2,958,029        —          38,200,512        —          395,398        —          —          18,698,412        —          —          315,065        18,698,412        41,869,004   

EQUITY

    3,387,329,871        3,362,250,969        219,965,035        153,505,163        326,036,158        426,289,859        799,881,330        733,460,527        649,284,281        647,766,267        (1,385,659,391     (1,271,086,573     3,996,837,284        4,052,186,212   

Equity attributable to shareholders of Enersis Américas

    3,387,329,871        3,362,250,969        219,965,035        153,505,163        326,036,158        426,289,859        799,881,330        733,460,527        649,284,281        647,766,267        (1,385,659,391     (1,271,086,573     3,996,837,284        4,052,186,212   

Issued capital

    2,041,622,319        2,066,342,520        82,865,510        108,474,430        90,172,688        115,185,419        146,498,021        167,029,702        323,227,193        227,902,984        (1,207,662,870     (1,172,172,225     1,476,722,861        1,512,762,830   

Retained earnings

    1,726,639,410        1,401,123,725        49,183,508        (19,153,229     134,179,155        159,510,944        217,958,120        110,289,985        48,944,655        170,891,294        181,696,622        349,976,414        2,358,601,470        2,172,639,133   

Share premium

    206,008,557        206,008,557        —          —          —          —          —          —          49,641        590,505        —          —          206,058,198        206,599,062   

Other reserves

    (586,940,415     (311,223,833     87,916,017        64,183,962        101,684,315        151,593,496        435,425,189        456,140,840        277,062,792        248,381,484        (359,693,143     (448,890,762     (44,545,245     160,185,187   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

    5,216,062,752        5,097,648,876        658,318,127        487,705,039        486,960,688        644,477,672        1,980,785,898        2,116,929,270        1,076,114,971        1,082,627,431        (1,373,010,745     (1,356,726,582     8,045,231,691        8,072,661,706   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

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

 

F-152


Table of Contents
    Generación y Transmisión  

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  

STATEMENT OF COMPREHENSIVE INCOME

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

REVENUE

    4,082,290        5,160,988        3,102,453        212,136,445        167,629,542        173,767,878        305,829,811        437,032,601        349,612,268        778,768,427        753,385,349        639,460,200        437,887,044        401,695,198        315,886,096        (3,942,245     (2,034,545     (484,995     1,734,761,772        1,762,869,133        1,481,343,900   

Revenue

    4,082,290        5,160,988        3,102,453        157,348,898        124,403,558        138,071,697        305,829,811        437,032,601        349,355,959        769,665,035        744,236,226        634,800,723        435,277,054        392,252,284        294,442,189        (3,930,384     (2,034,545     (476,535     1,668,272,704        1,701,051,112        1,419,296,486   

Energy sales

    —          —          —          118,064,590        75,488,280        109,113,647        250,599,834        369,739,130        286,300,194        762,280,521        743,649,328        634,181,459        355,087,025        325,248,022        275,491,763        —          —          —          1,486,031,970        1,514,124,760        1,305,087,063   

Other sales

    —          —          —          —          —          —          —          —          —          7,290,919        476,853        —          13,833,990        12,603,162        8,817,669        —          —          —          21,124,909        13,080,015        8,817,669   

Other services rendered

    4,082,290        5,160,988        3,102,453        39,284,308        48,915,278        28,958,050        55,229,977        67,293,471        63,055,765        93,595        110,045        619,264        66,356,039        54,401,100        10,132,757        (3,930,384     (2,034,545     (476,535     161,115,825        173,846,337        105,391,754   

Other operating income

    —          —          —          54,787,547        43,225,984        35,696,181        —          —          256,309        9,103,392        9,149,123        4,659,477        2,609,990        9,442,914        21,443,907        (11,861     —          (8,460     66,489,068        61,818,021        62,047,414   

RAW MATERIALS AND CONSUMABLES USED

    —          —          —          (50,332,370     (47,296,150     (56,031,616     (131,431,046     (234,224,494     (141,838,915     (321,664,855     (220,460,069     (204,521,337     (174,512,696     (151,707,294     (112,418,728     —          —          —          (677,940,967     (653,688,007     (514,810,596

Energy purchases

    —          —          —          (1,479,711     (5,069,376     (18,314,110     (57,315,995     (155,266,089     (51,759,989     (162,261,692     (80,294,031     (87,695,910     (17,092,514     (21,103,383     (14,637,475     3,103,553        3,056,025        3,962,147        (235,046,359     (258,676,854     (168,445,337

Fuel consumption

    —          —          —          (39,487,378     (31,350,429     (25,889,830     (61,626,347     (58,409,123     (51,277,737     (62,987,536     (33,015,871     (34,870,502     (94,012,661     (82,758,971     (62,465,952     —          —          —          (258,113,922     (205,534,394     (174,504,021

Transportation expense

    —          —          —          (883,161     (1,832,459     (1,826,163     (12,466,467     (16,037,191     (9,695,879     (64,562,969     (68,739,282     (59,719,073     (43,595,972     (35,235,902     (22,491,100     (3,103,553     (3,056,025     (3,962,147     (124,612,122     (124,900,859     (97,694,362

Other miscellaneous supplies and services

    —          —          —          (8,482,120     (9,043,886     (10,001,513     (22,237     (4,512,091     (29,105,310     (31,852,658     (38,410,885     (22,235,852     (19,811,549     (12,609,038     (12,824,201     —          —          —          (60,168,564     (64,575,900     (74,166,876

CONTRIBUTION MARGIN

    4,082,290        5,160,988        3,102,453        161,804,075        120,333,392        117,736,262        174,398,765        202,808,107        207,773,353        457,103,572        532,925,280        434,938,863        263,374,348        249,987,904        203,467,368        (3,942,245     (2,034,545     (484,995     1,056,820,805        1,109,181,126        966,533,304   

Other works performed by the entity and capitalized

    —          —          —          3,949,935        4,717,343        2,994,025        1,029,091        843,966        798,621        5,344,745        5,763,278        5,001,430        431,498        550,306        461,664        3,632,336        1,673,387        —          14,387,605        13,548,280        9,255,740   

Employee benefits expense

    (407,906     (398,886     (395,543     (56,220,837     (40,274,266     (33,097,900     (11,749,621     (14,797,349     (12,441,385     (20,843,530     (20,155,909     (18,284,458     (18,628,502     (16,552,441     (14,606,541     —          —          —          (107,850,396     (92,178,851     (78,825,827

Other expenses

    (1,898,316     (349,920     (303,250     (23,389,085     (22,301,843     (19,974,007     (10,599,409     (12,075,955     (9,947,279     (29,558,639     (24,447,808     (20,175,229     (31,408,734     (25,612,491     (21,653,706     309,909        361,158        484,995        (96,544,274     (84,426,859     (71,568,476

GROSS OPERATING RESULTS

    1,776,068        4,412,182        2,403,660        86,144,088        62,474,626        67,658,380        153,078,826        176,778,769        186,183,310        412,046,148        494,084,841        401,480,606        213,768,610        208,373,278        167,668,785        —          —          —          866,813,740        946,123,696        825,394,741   

Depreciation and amortization expense

    —          —          —          (34,934,726     (23,684,899     (26,740,217     (21,509,767     (26,790,105     (24,882,875     (39,108,707     (43,806,832     (37,628,154     (51,738,067     (48,327,434     (41,395,669     —          —          —          (147,291,267     (142,609,270     (130,646,915

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          —          —          (81,595     (5,788,836     (13,312     (1,154,946     (695,613     (109,012     (787,645     76,227        (4,704,314     (1,188,617     (6,698,767     —          —          —          (4,826,638     (3,212,803     (13,106,989

OPERATING INCOME

    1,776,068        4,412,182        2,403,660        51,209,362        38,708,132        35,129,327        131,555,747        148,833,718        160,604,822        372,828,429        449,490,364        363,928,679        157,326,229        158,857,227        119,574,349        —          —          —          714,695,835        800,301,623        681,640,837   

FINANCIAL RESULTS

    530,715        (4,284,233     11,086,035        133,277,754        (1,703,723     (85,446,575     22,320,357        19,658,005        15,184,608        (39,872,136     (34,591,411     (26,946,483     (16,392,038     (12,653,612     (12,096,778     —          11,024,799        4,146,888        99,864,652        (22,550,175     (94,072,305

Financial income

    78,056        443,158        389,747        75,454,262        83,671,357        4,244,643        10,178,944        23,653,993        19,932,499        3,321,340        11,379,616        11,265,048        970,851        1,062,402        1,144,181        (1,971,425     (9,126,267     (2,226,200     88,032,028        111,084,259        34,749,918   

Cash and cash equivalents

    78,056        443,158        159,945        75,357,320        3,480,928        3,943,498        7,132,537        12,088,079        11,073,482        2,942,242        9,848,063        7,992,710        798,003        868,225        981,806        —          —          —          86,308,158        26,728,453        24,151,441   

Other Financial income

    —          —          229,802        96,942        80,190,429        301,145        3,046,407        11,565,914        8,859,017        379,098        1,531,553        3,272,338        172,848        194,177        162,375        (1,971,425     (9,126,267     (2,226,200     1,723,870        84,355,806        10,598,477   

Financial costs

    (3,126,870     (2,261,919     (1,551,540     (40,380,160     (23,365,735     (31,560,337     (11,661,217     (14,528,800     (12,677,600     (44,085,917     (44,880,587     (38,653,714     (12,234,468     (10,024,755     (9,184,654     1,971,425        9,126,265        2,226,198        (109,517,207     (85,935,531     (91,401,647

Bank borrowings

    3,126,870        —          —          (5,338,424     (8,088,985     (8,966,137     (288,377     (1,846,966     (1,838,781     (8,596,486     (6,301,664     (6,801,800     (4,252,551     (5,155,512     (3,848,040     —          —          —          (15,348,968     (21,393,127     (21,454,758

Secured and unsecured obligations

    (6,253,740     —          —          —          —          —          —          —          —          (71,452,386     (74,994,653     (51,294,445     (3,137,072     (3,735,298     (4,535,599     —          —          —          (80,843,198     (78,729,951     (55,830,044

Other

    —          (2,261,919     (1,551,540     (35,041,736     (15,276,750     (22,594,200     (11,372,840     (12,681,834     (10,838,819     35,962,955        36,415,730        19,442,531        (4,844,845     (1,133,945     (801,015     1,971,425        9,126,265        2,226,198        (13,325,041     14,187,547        (14,116,845

Profits (losses) from indexed assets and liabilities

    —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Foreign currency exchange differences

    3,579,529        (2,465,472     12,247,828        98,203,652        (62,009,345     (58,130,881     23,802,630        10,532,812        7,929,709        892,441        (1,090,440     442,183        (5,128,421     (3,691,259     (4,056,305     —          11,024,801        4,146,890        121,349,831        (47,698,903     (37,420,576

Positive

    15,185,792        13,428,723        20,015,266        188,314,172        15,924,492        18,008,939        44,422,294        15,287,550        13,724,429        1,875,433        1,172,568        740,084        2,210,164        2,845,603        3,279,188        (32,404,283     (9,007,245     (8,975,752     219,603,572        39,651,691        46,792,154   

Negative

    (11,606,263     (15,894,195     (7,767,438     (90,110,520     (77,933,837     (76,139,820     (20,619,664     (4,754,738     (5,794,720     (982,992     (2,263,008     (297,901     (7,338,585     (6,536,862     (7,335,493     32,404,283        20,032,046        13,122,642        (98,253,741     (87,350,594     (84,212,730

Share of profit of associates accounted for using the equity method

    —          —          —          2,678,513        —          —          —          —          —          —          —          —          —          —          —          —          —          —          2,678,513        —          —     

Other gains (losses)

    —          —          42,761        (428,872     662,310        733,526        —          —          —          (110,332     74,183        310,238        144,350        61,637        (182,051     —          —          —          (394,854     798,130        904,474   

Gain (loss) from other investments

    —          —          42,761        —          707,468        725,672        —          —          —          —          —          —          —          —          —          —          —          —          —          707,468        768,433   

Gain (loss) from the sale of property, plant and equipment

    —          —          —          (428,872     (45,158     7,854        —          —          —          (110,332     74,183        310,238        144,350        61,637        (182,051     —          —          —          (394,854     90,662        136,041   

Income before tax

    2,306,783        127,949        13,532,456        186,736,757        37,666,719        (49,583,722     153,876,104        168,491,723        175,789,430        332,845,961        414,973,136        337,292,434        141,078,541        146,265,252        107,295,520        —          11,024,799        4,146,888        816,844,146        778,549,578        588,473,006   

Income tax

    (40,617,049     (27,760,379     (21,650,895     (78,511,077     (28,903,711     (7,294,916     (53,206,799     (39,386,507     (25,337,026     (120,949,697     (126,151,738     (106,503,562     (42,320,367     (32,191,266     (31,842,461     —          —          —          (335,604,989     (254,393,601     (192,628,860

Net income from continuing operations

    (38,310,266     (27,632,430     (8,118,439     108,225,680        8,763,008        (56,878,638     100,669,305        129,105,216        150,452,404        211,896,264        288,821,398        230,788,872        98,758,174        114,073,986        75,453,059        —          11,024,799        4,146,888        481,239,157        524,155,977        395,844,146   

Net income from discontinued operations

    223,831,259        63,327,692        179,048,751        —          —            —          —            —          —          —          —          —          —          —          —          —          223,831,259        63,327,692        179,048,751   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income

    185,520,993        35,695,262        170,930,312        108,225,680        8,763,008        (56,878,638     100,669,305        129,105,216        150,452,404        211,896,264        288,821,398        230,788,872        98,758,174        114,073,986        75,453,059        —          11,024,799        4,146,888        705,070,416        587,483,669        574,892,897   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total (*)

STATEMENT OF CASH FLOWS

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
   

12-31-2013
ThCh$

Net cash flows from (used in) operating activities

    451,437,274        239,014,894        304,511,164        106,129,177        79,108,857        23,434,990        118,976,796        187,589,266        172,240,644        254,539,609        364,425,930        273,903,244        170,273,397        156,986,993        100,608,823        (2,617,119     (407,289     (529,831     1,098,739,134        1,026,718,651      874,169,034

Net cash flows from (used in) investing activities

    (132,211,583     34,558,119        65,544,539        (78,645,571     (56,312,879     (38,876,836     (4,610,998     (24,096,560     (6,217,205     (159,371,575     (185,214,366     (125,834,718     (56,503,902     (18,336,629     (8,773,627     (114,333,695     (107,704,873     (80,477,575     (545,677,324     (357,107,188   (194,635,422)

Net cash flows from (used in) financing activities

    (320,808,291     (281,839,416     (319,365,277     (20,192,869     (18,507,611     14,391,257        (159,800,756     (122,230,027     (203,692,092     (259,847,758     (151,340,517     (104,425,180     (153,855,492     (109,291,615     (96,493,312     116,874,513        108,112,444        81,007,406        (797,630,653     (575,096,742   (628,577,198)

 

(*) See Note 5.1.II.iv for cash flows related to discontinued operations

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

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

 

F-153


Table of Contents
b) Distribution

 

Line of Business

  Distribution  

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  

ASSETS

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

CURRENT ASSETS

    1,068,956,933        300,765,617        191,441,460        409,109,176        653,342,371        589,020,643        207,553,675        254,296,273        116,371,663        142,931,833        (4,417,595     (13,369,202     2,233,248,507        1,682,754,340   

Cash and cash equivalents

    10,694,452        7,716,593        24,665,201        5,646,882        34,293,476        67,580,309        89,987,572        133,186,201        14,818,083        60,751,331        —          —          174,458,784        274,881,316   

Other current financial assets

    188,143        470,266        694,177        —          33,244,064        6,971,011        44,985        17,605,547        —          —          —          —          34,171,369        25,046,824   

Other current non-financial assets

    —          4,837,555        1,261,261        1,192,805        65,958,327        96,485,884        1,912,501        2,994,894        2,944,189        4,217,571        —          —          72,076,278        109,728,709   

Trade and other current receivables

    105        257,568,198        124,663,167        360,374,168        508,562,286        410,307,454        99,124,879        93,709,158        69,883,209        56,349,775        52,925        (70,326     802,286,571        1,178,238,427   

Current accounts receivable from related companies

    8,208,642        26,178,562        239,991        353,432        1,564,236        23,473        2,829,584        2,636,246        19,302,467        13,402,430        (4,468,556     (13,298,876     27,676,364        29,295,267   

Inventories

    —          3,542,452        37,440,101        39,669,296        673,996        717,960        13,654,154        4,164,227        9,416,923        8,173,453        —          —          61,185,174        56,267,388   

Current tax assets

    431,522        451,991        2,477,562        1,872,593        9,045,986        6,934,552        —          —          6,792        37,273        —          —          11,961,862        9,296,409   

Non-current assets or disposal groups held for sale or held for distribution to owners

    1,049,434,069        —          —          —          —          —          —          —          —          —          (1,964     —          1,049,432,105        —     

NON-CURRENT ASSETS

    462,047,875        1,240,468,968        443,412,233        405,106,897        1,662,603,605        1,871,949,977        847,774,289        928,936,117        675,858,105        587,886,652        —          —          4,091,696,107        5,034,348,611   

Other non-current financial assets

    —          30,619        21,751        42,005        488,858,930        496,441,092        3,620        6,687        —          —          —          —          488,884,301        496,520,403   

Other non-current non-financial assets

    —          188,157        326,850        427,860        52,122,099        58,185,573        2,292,399        2,568,364        —          —          —          —          54,741,348        61,369,954   

Trade and other non-current receivables

    —          7,364,933        6,208,472        1,294,740        74,095,449        88,314,071        7,875,015        9,132,062        —          —          —          —          88,178,936        106,105,806   

Non-current accounts receivable from related companies

    —          —          355,485        486,605        —          —          —          —          —          —          —          —          355,485        486,605   

Investments accounted for using the equity method

    462,006,979        541,582,223        15,027        19,612        —          —          29,497,710        32,798,603        —          —          —          —          491,519,716        574,400,438   

Intangible assets other than goodwill

    —          14,613,951        1,856,386        2,463,635        905,374,088        1,055,986,162        16,427,134        17,651,975        9,826,406        6,385,114        —          —          933,484,014        1,097,100,837   

Goodwill

    —          2,240,478        —          —          76,703,162        97,979,622        —          —          —          —          —          —          76,703,162        100,220,100   

Property, plant and equipment

    —          674,156,509        434,628,262        400,372,440        20,960,307        24,072,231        784,307,032        842,119,957        666,031,699        581,501,538        —          —          1,905,927,300        2,522,222,675   

Investment property

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Deferred tax assets

    40,896        292,098        —          —          44,489,570        50,971,226        7,371,379        24,658,469        —          —          —          —          51,901,845        75,921,793   

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    1,531,004,808        1,541,234,585        634,853,693        814,216,073        2,315,945,976        2,460,970,620        1,055,327,964        1,183,232,390        792,229,768        730,818,485        (4,417,595     (13,369,202     6,324,944,614        6,717,102,951   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Distribution  

Country

  Chile     Argentina     Brazil     Colombia     Peru     Eliminations     Total  

LIABILITIES AND EQUITY

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
 

CURRENT LIABILITIES

    418,047,564        244,981,388        431,630,046        739,412,769        552,804,640        382,669,070        247,749,856        337,839,518        192,540,953        165,061,350        (4,417,595)        (13,369,202)        1,838,355,464        1,856,594,893   

Other current financial liabilities

    92,682        133        526,559        6,842,312        134,704,079        78,327,002        34,994,868        1,910,613        35,806,842        32,472,313        —          —          206,125,030        119,552,373   

Trade and other current payables

    293,820        117,620,794        402,486,702        670,451,782        383,345,351        278,869,512        169,494,726        233,909,354        81,443,952        102,523,673        —          —          1,037,064,551        1,403,375,115   

Current accounts payable to related companies

    636,116        111,172,127        1,192,017        1,448,331        32,611,195        3,897,216        16,017,544        76,976,179        26,092,527        8,896,631        (4,417,595     (13,369,202     72,131,804        189,021,282   

Other current provisions

    3,595        71,623        27,424,768        32,678,820        2,144,014        3,335,096        5,380,567        7,377,900        10,926,878        7,784,348        —          —          45,879,822        51,247,787   

Current tax liabilities

    —          4,501,006        —          —          1        1        21,428,954        9,415,281        2,737,460        2,556,173        —          —          24,166,415        16,472,461   

Current provisions for employee benefits

    —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Other current non-financial liabilities

    —          11,615,705        —          27,991,524        —          18,240,243        433,197        8,250,191        35,533,294        10,828,212        —          —          35,966,491        76,925,875   

Liabilities associated with groups of assets or disposal groups held for sale or distribution to owners

    417,021,351        —          —          —          —          —          —          —          —          —          —          —          417,021,351        —     

NON-CURRENT LIABILITIES

    299,654        72,612,722        174,966,573        137,796,785        832,749,665        930,337,149        281,940,695        358,873,770        269,823,997        271,208,226        —          —          1,559,780,584        1,770,828,652   

Other non-current financial liabilities

    —          —          —          —          421,538,033        625,423,679        230,851,899        299,710,462        230,907,835        228,481,670        —          —          883,297,767        1,153,615,811   

Trade and other non-current payables

    —          —          154,803,475        120,497,550        22,852,766        35,029,135        —          —          371,317        —          —          —          178,027,558        155,526,685   

Non-current accounts payable to related companies

    —          —          —          —          157,179,286        —          —          —          —          —          —          —          157,179,286        —     

Other long-term provisions

    —          2,808,816        10,544,604        8,468,074        127,402,352        147,154,456        3,547,501        3,635,352        314,163        241,630        —          —          141,808,620        162,308,328   

Deferred tax liabilities

    —          23,042,447        —          —          —          —          —          —          34,940,876        38,817,394        —          —          34,940,876        61,859,841   

Non-current provisions for employee benefits

    299,654        24,649,613        9,618,494        8,831,161        103,777,228        122,729,879        47,541,295        55,527,956        1,887,226        1,927,989        —          —          163,123,897        213,666,598   

Other non-current non-financial liabilities

    —          22,111,846        —          —          —          —          —          —          1,402,580        1,739,543        —          —          1,402,580        23,851,389   

EQUITY

    1,112,657,590        1,223,640,475        28,257,074        (62,993,481     930,391,671        1,147,964,401        525,637,413        486,519,102        329,864,818        294,548,909        —          —          2,926,808,566        3,089,679,406   

Equity attributable to shareholders of Enersis Américas

    1,112,657,590        1,223,640,475        28,257,074        (62,993,481     930,391,671        1,147,964,401        525,637,413        486,519,102        329,864,818        294,548,909        —          —          2,926,808,566        3,089,679,406   

Issued capital

    367,928,682        367,928,682        47,061,353        61,605,286        312,041,595        398,597,876        2,953,410        3,367,331        130,666,525        40,732,177        —          —          860,651,565        872,231,352   

Retained earnings

    1,225,045,537        1,227,190,356        (20,697,376     (127,076,910     82,104,937        135,984,405        104,750,330        34,989,277        23,507,886        113,007,763        —          —          1,414,711,314        1,384,094,891   

Share premium

    566,302        566,302        —          —          —          —          2,981,182        3,398,995        —          —          —          —          3,547,484        3,965,297   

Other reserves

    (480,882,931     (372,044,865     1,893,097        2,478,143        536,245,139        613,382,120        414,952,491        444,763,499        175,690,407        140,808,969        —          —          647,898,203        829,387,866   

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

    1,531,004,808        1,541,234,585        634,853,693        814,216,073        2,315,945,976        2,460,970,620        1,055,327,964        1,183,232,390        792,229,768        730,818,485        (4,417,595     (13,369,202     6,324,944,614        6,717,102,951   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

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

 

F-154


Table of Contents

Line of Business

  Distribución  

Country

  Chile     Argentina     Brazil     Colombia    

 

    Peru    

 

    Eliminations     Total  

STATEMENT OF COMPREHENSIVE INCOME

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

REVENUES AND OTHER OPERATING INCOME

    —          —          —          607,344,916        371,411,786        528,653,053        1,836,864,322        1,969,226,185        1,634,111,790        884,467,266        982,770,698        852,780,069        562,046,426        478,699,891        413,911,453        —          —          —          3,890,722,930        3,802,108,560        3,429,456,365   

Revenues

    —          —          —          278,475,279        222,534,863        268,473,425        1,606,176,000        1,784,233,025        1,462,498,140        876,948,863        980,294,259        815,252,120        559,556,527        476,564,658        395,765,288        —          —          —          3,321,156,669        3,463,626,805        2,941,988,973   

Energy sales

    —          —          —          261,053,382        204,714,773        252,621,412        1,509,823,358        1,696,855,326        1,388,685,125        723,092,894        808,454,612        697,374,115        528,051,398        447,642,884        370,947,952        —          —          —          3,022,021,032        3,157,667,595        2,709,628,604   

Other sales

    —          —          —          460,133        523,507        361,681        16,073,260        16,820,481        —          217,554        15,149        3,280,645        2,772,195        3,781,787        6,136        —          —          —          19,523,142        21,140,924        3,648,462   

Other services rendered

    —          —          —          16,961,764        17,296,583        15,490,332        80,279,382        70,557,218        73,813,015        153,638,415        171,824,498        114,597,360        28,732,934        25,139,987        24,811,200        —          —          —          279,612,495        284,818,286        228,711,907   

Other operating income

    —          —          —          328,869,637        148,876,923        260,179,628        230,688,322        184,993,160        171,613,650        7,518,403        2,476,439        37,527,949        2,489,899        2,135,233        18,146,165        —          —          —          569,566,261        338,481,755        487,467,392   

RAW MATERIALS AND CONSUMABLES USED

    —          —          —          (157,387,237     (161,995,240     (169,802,328     (1,386,390,872     (1,313,723,580     (1,060,194,360     (500,570,712     (547,593,754     (464,474,672     (379,015,102     (315,115,521     (266,450,403     —          —          —          (2,423,363,923     (2,338,428,095     (1,960,921,763

Energy purchases

    —          —          —          (155,612,243     (160,940,088     (168,486,826     (1,068,487,043     (1,029,857,439     (686,576,752     (375,946,940     (416,564,592     (349,818,265     (351,596,619     (292,686,474     (241,896,637     —          —          —          (1,951,642,845     (1,900,048,593     (1,446,778,480

Fuel consumption

    —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Transportation expenses

    —          —          —          (720,575     (1,055,152     (1,194,862     (63,516,659     (78,999,828     (64,041,259     (82,836,069     (88,136,414     (78,964,131     —          —          —          —          —          —          (147,073,303     (168,191,394     (144,200,252

Other miscellaneous supplies and services

    —          —          —          (1,054,419     —          (120,640     (254,387,170     (204,866,313     (309,576,349     (41,787,703     (42,892,748     (35,692,276     (27,418,483     (22,429,047     (24,553,766     —          —          —          (324,647,775     (270,188,108     (369,943,031

CONTRIBUTION MARGIN

    —          —          —          449,957,679        209,416,546        358,850,725        450,473,450        655,502,605        573,917,430        383,896,554        435,176,944        388,305,397        183,031,324        163,584,370        147,461,050        —          —          —          1,467,359,007        1,463,680,465        1,468,534,602   

Other work performed by the entity and capitalized

    —          —          —          34,701,198        23,153,744        18,108,177        9,135,951        11,202,763        13,079,321        4,448,164        4,446,424        3,809,445        4,282,006        3,300,324        2,798,463        —          —          —          52,567,319        42,103,255        37,795,406   

Employee benefits expense

    (371,072     (254,169     (233,845     (226,741,261     (142,343,373     (121,588,649     (79,431,903     (83,882,323     (80,791,303     (36,740,363     (35,616,518     (33,308,955     (22,398,764     (21,542,237     (20,112,810     —          —          —          (365,683,363     (283,638,620     (256,035,562

Other expenses

    (1,012,453     (995,041     (947,801     (138,623,389     (128,124,044     (118,511,278     (150,045,257     (154,016,112     (135,153,017     (56,460,916     (67,631,351     (55,855,565     (26,536,628     (26,098,988     (21,220,123     —          —          —          (372,678,643     (376,865,536     (331,687,784

GROSS OPERATING RESULT

    (1,383,525     (1,249,210     (1,181,646     119,294,227        (37,897,127     136,858,975        230,132,241        428,806,933        371,052,431        295,143,439        336,375,499        302,950,322        138,377,938        119,243,469        108,926,580        —          —          —          781,564,320        845,279,564        918,606,662   

Depreciation and amortization expense

    —          —          —          (13,229,654     (10,772,411     (12,909,107     (71,857,411     (99,250,848     (86,883,098     (59,475,177     (71,998,972     (61,825,005     (29,074,143     (26,510,068     (24,005,738     —          —          —          (173,636,385     (208,532,299     (185,622,948

Impairment losses (reversal of impairment losses) recognized in profit or loss

    —          —          —          (2,289,187     (2,559,659     (1,951,710     (30,940,802     (28,330,530     (50,553,285     (80,720     (2,401,454     (236,860     (1,598,702     (1,747,322     (816,132     —          —          —          (34,909,411     (35,038,965     (53,557,987

OPERATING INCOME

    (1,383,525     (1,249,210     (1,181,646     103,775,386        (51,229,197     121,998,158        127,334,028        301,225,555        233,616,048        235,587,542        261,975,073        240,888,457        107,705,093        90,986,079        84,104,710        —          —          —          573,018,524        601,708,300        679,425,727   

FINANCIAL RESULT

    (1,116,601     (3,304,228     (577,524     (3,942,519     (38,408,032     (13,178,990     (48,588,988     (174,878,226     (2,582,536     (27,459,741     (26,624,088     (23,123,001     (16,772,560     (11,494,113     (14,976,086     —          2,000,172        (53,882     (97,880,409     (252,708,515     (54,492,019

Financial income

    236,600        2,780        9,491        65,153,401        28,970,378        32,944,854        102,075,187        45,864,512        110,285,525        6,745,819        7,242,116        7,279,595        3,221,357        2,830,626        2,340,150        —          —          —          177,432,364        84,910,412        152,859,615   

Cash and cash equivalents

    236,600        2,780        9,491        1,303,146        532,645        493,354        2,924,921        9,641,862        10,746,703        3,452,375        3,377,089        3,705,481        892,016        1,063,623        493,944        —          —          —          8,809,058        14,617,999        15,448,973   

Other Financial income

    —          —          —          63,850,255        28,437,733        32,451,500        99,150,266        36,222,650        99,538,822        3,293,444        3,865,027        3,574,114        2,329,341        1,767,003        1,846,206        —          —          —          168,623,306        70,292,413        137,410,642   

Financial costs

    (475,563     (16,277     (17,365     (70,851,224     (66,547,390     (45,795,956     (150,058,877     (221,272,601     (113,177,408     (34,773,430     (33,912,253     (30,335,481     (19,294,082     (14,065,160     (16,965,296     —          —          —          (275,453,176     (335,813,681     (206,291,506

Bank borrowings

    (974     —          —          (5,338,424     (3,001,623     (4,858,103     (17,467,056     (7,139,131     (2,131,807     —          (91,262     —          892,016        (1,433,806     (1,582,598     —          —          —          (21,914,438     (11,665,822     (8,572,508

Secured and unsecured obligations

    —          —          —          —          —          —          (49,470,132     (43,100,513     (38,857,338     (26,704,160     (24,014,571     (20,372,526     —          (13,458,940     (9,580,529     —          —          —          (76,174,292     (80,574,024     (68,810,393

Other

    (474,589     (16,277     (17,365     (65,512,800     (63,545,767     (40,937,853     (83,121,689     (171,032,957     (72,188,263     (8,069,270     (9,806,420     (9,962,955     (20,186,098     827,586        (5,802,169     —          —          —          (177,364,446     (243,573,835     (128,908,605

Results from indexed assets and liabilities

    1,240        1,579        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          1,240        1,579        —     

Foreign currency exchange differences

    (878,878     (3,292,310     (569,650     1,755,304        (831,020     (327,888     (605,298     529,863        309,347        567,870        46,049        (67,115     (699,835     (259,579     (350,940     —          2,000,172        (53,882     139,163        (1,806,825     (1,060,128

Positive

    1,475,580        2,252,973        1,908,006        4,114,836        728,964        742,128        1,794,515        833,954        422,873        1,558,367        347,721        103,323        976,614        775,194        804,523        (382,438     (635,440     (600,000     9,537,474        4,303,366        3,380,853   

Negative

    (2,354,458     (5,545,283     (2,477,656     (2,359,532     (1,559,984     (1,070,016     (2,399,813     (304,091     (113,526     (990,497     (301,672     (170,438     (1,676,449     (1,034,773     (1,155,463     382,438        2,635,612        546,118        (9,398,311     (6,110,191     (4,440,981

Share of profit of associates accounted for using the equity method

    —          —          —          34,434        34,721        42,232        —          —          —          752,622        2,561,039        932,917        —          —          —          —          —          —          787,056        2,595,760        975,149   

Other gains (losses)

    —          —          —          113,216        —          —          (6,758,695     —          2,761,811        (128,486     46,514        70,773        602,594        31,910        905,210        —          —          —          (6,171,371     78,424        3,737,794   

Gain (loss) from other investments

    —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     

Gain (loss) from the sale of property, plant and equipment

    —          —          —          113,216        —          —          (6,758,695     —          2,761,811        (128,486     46,514        70,773        602,594        31,910        905,210        —          —          —          (6,171,371     78,424        3,737,794   

Income before tax

    (2,500,126     (4,553,438     (1,759,170     99,980,517        (89,602,508     108,861,400        71,986,345        126,347,329        233,795,323        208,751,937        237,958,538        218,769,146        91,535,127        79,523,876        70,033,834        —          2,000,172        (53,882     469,753,800        351,673,969        629,646,651   

Income tax

    (11,228,559     (7,668,386     (4,503,199     (463,471     3,792,056        (10,685,347     (10,849,463     (18,559,097     (66,562,048     (84,883,204     (82,240,147     (75,302,320     (27,924,718     (19,790,239     (19,520,534     —          —          —          (135,349,415     (124,465,813     (176,573,448

Net income attributable to:

    (13,728,685     (12,221,824     (6,262,369     99,517,046        (85,810,452     98,176,053        61,136,882        107,788,232        167,233,275        123,868,733        155,718,391        143,466,826        63,610,409        59,733,637        50,513,300        —          2,000,172        (53,882     334,404,385        227,208,156        453,073,203   

Shareholders of Enersis Américas

    139,672,809        125,385,213        114,054,872        —          —            —          —            —          —            —              —          —            139,672,809        125,385,213        114,054,872   

Non-controlling interests

    125,944,124        113,163,389        107,792,503        99,517,046        (85,810,452     98,176,053        61,136,882        107,788,232        167,233,275        123,868,733        155,718,391        143,466,826        63,610,409        59,733,637        50,513,300        —          2,000,172        (53,882     474,077,194        352,593,369        567,128,075   

Country

  Chile     Argentina     Brazil     Colombia    

 

    Peru    

 

    Eliminations     Total (*)  

STATEMENT OF CASH FLOW

  12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2015
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Cash flow from (used in) operating activities

    192,068,742        36,094,225        136,491,828        243,657,253        188,056,795        148,438,912        165,632,490        243,585,176        286,604,054        235,309,844        218,066,750        204,679,719        109,115,394        83,447,069        79,288,813        (184,396     91,870        32,942        945,599,327        769,341,885        855,536,268   

Cash flow from (used in) investment activities

    (64,199,658     13,004,063        (25,261,494     (208,791,432     (180,592,386     (126,534,530     (269,722,111     (239,357,913     (152,257,499     (112,561,292     (16,909,564     (103,377,146     (114,212,151     (57,451,165     (60,260,217     (17,922,661     (32,662,053     (20,661,272     (787,409,305     (513,969,018     (488,352,158

Cash flows from (used in) financing activities

    (106,554,830     (64,578,477     (95,280,198     (8,169,660     (9,632,579     (18,504,534     78,329,447        623,587        (112,549,985     (165,636,704     (169,208,067     (115,866,665     (41,319,512     (10,068,877     (5,502,637     18,107,057        32,570,183        20,628,331        (225,244,202     (220,294,230     (327,075,688

 

  (*) See Note 5.1.II.iv for cash flows related to discontinued operations

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

 

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

 

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36. THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS.

 

  36.1 Direct guarantees

 

Creditor

of

Guarantee

  Debtor   Type
of
Guarantee
  Assets Committed     Balance Outstanding as of     Guarantees Released  
      Type   Currency   Carrying
amount
     
  Company   Relationship           Currency     12-31-2015     12-31-2014     2015     Assets     2016     Assets     2017     Assets  

Mitsubishi

  Central Costanera   Creditor   Pledge   Combined cycle plant   ThCh$     10,804,894      ThCh$          35,254,202        73,177,119        —          —          —          —          —          —     

Credit Suisse First Boston

  Central Costanera   Creditor   Pledge   Combined cycle plant   ThCh$     3,098,134      ThCh$          1,183,600        3,033,750        —          —          —          —          —          —     

Citibank N.A.

  Endesa Argentina   Creditor   Pledge   Cash deposit   ThCh$     435,681      ThCh$          435,681        702,470        —          —          —          —          —          —     

Citibank N.A./Santander Rio

  Edesur   Creditor   Pledge   Cash deposit   ThCh$     —        ThCh$          —          —          —          —          —          —          —          —     

Deutsche Bank / Santander Benelux

  Enersis Américas S.A.   Creditor   Deposit account   Deposit account   ThCh$     11,930,477      ThCh$          40,354,434        50,509,024        —          —          —          —          —          —     

Various creditors

  Ampla S.A.   Creditor   Pledge on collection and
others
  Collection accounts   ThCh$     13,927,500      ThCh$          158,335,127        161,031,458        —          —          —          —          —          —     

Various creditors

  Coelce S.A.   Creditor   Pledge on collection and
others
  Collection accounts   ThCh$     8,536,202      ThCh$          60,265,158        77,294,260        —          —          —          —          —          —     

Banco Nacional de Desarrollo Económico y Social

  Cien   Creditor   Mortgage, pledge and
others
  Collection accounts   ThCh$     130,927      ThCh$          3,944,953        —          —          —          —          —          —          —     

As of December 31, 2015, Enersis Américas S.A. had future energy purchase commitments amounting to ThCh$35,079,484,027, of which ThCh$24,532,787,202 corresponds to continuing operations (ThCh$33,344,231,316 as of December 31, 2014).

 

 

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

 

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  36.2 Indirect guarantees

As of December 31, 2015 and 2014, there are no indirect guarantees.

36.3  Lawsuits and Arbitrations Proceedings

As of the date of these Consolidated Financial Statements, the most relevant litigation involving Enersis Américas and its subsidiaries are as follows:

a) Continuing Operations

1.   Law 25,561 on Public Emergency and Reform to the Currency System, enacted on January 6, 2002 by the Argentine authorities, voided certain provisions of the concession agreement of Enersis Américas’ combined entity Edesur. Law 25,561 also required that utility concession agreements be renegotiated within a reasonable timeframe to adjust them to the new conditions. However, the failure to renegotiate Edesur’s concession agreement prompted Enersis Américas S.A. (former Enersis S.A.), Chilectra S.A. (now Chilectra Chile S.A.), Endesa Chile and Elesur S.A. (now part of Chilectra S.A.) (collectively, the “Claimants”) to file an arbitration petition in 2003 under the Treaty for the Promotion and Protection of Chilean-Argentine Investments before the International Center for Settlement of Investment Disputes (ICSID). The statement of claim principally requested that the ICSID declare the investment expropriated for an amount of US$1,306,875,960 (approximately ThCh$928,091,032), and sought compensation for the damages caused to the investment due to lack of fair and equitable treatment, in the amount of US$318,780,600 (approximately ThCh$226,385,231). The Claimants also seek, with respect to both claims, compounded annual interest of 6.9% per annum. The Claimants also claimed the sums resulting from the damages caused from July 1, 2004. Finally, the Claimants also demanded US$ 102,164,683 (approximately ThCh$72,553,271) for Elesur S.A. (now part of Chilectra S.A.) due to a lower price received on the sale of its shares. In 2005, the Argentine authorities and Edesur signed a Letter of Understanding, in which the terms and conditions are established for amendments and supplements to the concession agreement, forecasting tariff modifications, first during a transitional period and then under an Integral Tariff Review, in which the conditions for an ordinary tariff period of 5 years will be set. The arbitration has been suspended since March 2006 in accordance with the terms of the Letter of Understanding, and the appointment of one of the arbitrators, to replace an arbitrator who resigned in 2010 has been suspended. As of December 31, 2015, the parties informed ICSID of their agreement to extend the suspension of the arbitration procedure for 12 months starting on the same date, informing also that any of the parties can request the renewal of the arbitration procedure with 30 calendar days prior notice.

2.   In Brazil, Basilus S/A Serviços, Empreendimentos e Participações (successor to Meridional S/A Serviços, Empreendimentos e Participações from 2008) is the holder of the litigation rights that it acquired from the construction companies Mistral and CIVEL, which had a civil works contract with Centrais Elétricas Fluminense S.A. (CELF). This contract was terminated before CELF’s privatization process. Since CELF’s assets were transferred to Ampla during the privatization process, Basilus (previously Meridional) sued Ampla in 1998, arguing that the transfer of the referred assets was done in detriment of its rights. Ampla only acquired assets from CELF, but is not its legal successor since CELF, a state-owned company, still exists and maintains its legal personality. Basilus demanded payment of pending invoices and contractual penalties for termination of the civil works contract. In March 2009, the court decided in favor of Basilus, and Ampla and the State of Río de Janeiro filed the corresponding appeals. On December 15, 2009, the State Court accepted the appeal and overturned the lower court’s decision obtained by Basilus, in Ampla’s favor. Basilus filed an appeal against the resolution, which was denied. In July 2010, Basilus filed an Appeal under Specific Court Regulations (Agravo Regimental) before the Superior Court of Justice of Brazil, which also rejected the appeal in August 2010. Seeking to overturn such decision, Basilus filed a Petition for Writ of Mandamus (Mandado de Seguranca), which was also rejected. In June 2011, Basilus

 

 

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

 

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filed an Appeal to Amendment of Judgment (Embargos de Declaração) in order to clarify a supposed omission by the Superior Court of Justice in the decision on the Petition for Writ of Mandamus, which was not accepted by the court. Against this decision, Basilus filed an Ordinary Appeal (Recurso Ordinario) before the Superior Court of Justice (in Brasilia). On March 28, 2012 the Reporting Justice decided the Ordinary Appeal in favor of Basilus. Ampla and the State of Río de Janeiro filed an Appeal under Specific Court Regulations against the Reporting Justice’s decision, which was accepted by the First Court Room of the Superior Court of Justice on August 28, 2012, determining that the Ordinary Appeal of the Petition for Writ of Mandamus must be submitted to the decision by an en banc session and not by a single Reporting Justice. Basilus challenged the decision. The decision of August 28, 2012 was published on December 10, 2012, and the Appeal to Amendment of Judgment had been filed by Ampla and the State of Río de Janeiro to remedy the existing error in its publication, in order to avoid future divergence. Basilus filed its arguments and on May 27, 2013, the Appeal to Amendment of Judgment filed by Ampla and the State of Río de Janeiro were accepted and the error corrected. On August 25, 2015, the appeal filed by Basilus was rejected. The decision was published on December 10, 2015, and Basilus filed an appeal to Amendment of Judgment, which is pending resolution. The amount involved in this proceeding is estimated to be approximately R$1,344 million (approximately ThCh$244,430,592).

3.   The Trade Union of Niterói, representing 2,841 employees, filed a labor claim against Ampla, requesting the payment of salary differences of 26.05% retroactive to February 1989, pursuant to the Economic Plan instituted by Law Decree No. 2,335/87. In the court of first instance, the decision was partially unfavorable for Ampla. The court ordered payment of the salary differences requested retroactive to February 1, 1989, and legal fees of 15% of such amount. Ampla filed several appeals, among them an Extraordinary Appeal which is currently pending. A mandatory mediation was unsuccessful. In parallel, Ampla has filed a motion for Advanced Dismissal of Enforcement (Exceção de Pré-Executividade) based on the jurisprudence of the Federal Supreme Court, which has previously declared the non-existence of a right acquired on the URP readjustment of Law Decree No. 2,335/87. In addition, Ampla alleged the exception of the payment for these readjustments and, alternatively, requested the limitation of this readjustment using October 1989 salaries as a baseline. In the court of first instance, Ampla obtained the declaration of unenforceability of legal title, against which the applicant filed an appeal (Agravo de Petição). The decision was partly favorable regarding the exception of payment, but not regarding the limitation of the salary differences, using October 1989 salaries as a baseline. On September 10, 2014, the court rejected the Special Appeals (Agravo de Instrumento) presented by both parties, who filed a Petition for Clarification of the Decision (Embargos de Aclaración) against this judgment. In June 2015, Ampla presented its arguments to the Court regarding the Extraordinary Appeal filed by the Union, which were rejected by the Court. On December 16, 2015, the Extraordinary Appeal was submitted to the Federal Superior Court of Law for its judgment. The amount involved in this proceeding is estimated to be approximately R$63,678,286 (approximately ThCh$11,581,042).

4.   Companhia Brasileira de Antibióticos (Cibran) filed suit against Ampla in order to receive compensation for the loss of products and raw materials, machinery breakdown, among other things that occurred as a consequence of poor service provided by Ampla between 1987 and May 1994 and compensation for moral damages. This litigation is related to other five actions filed by Cibran against Ampla based on power outages allegedly caused by Ampla in the period from 1987 to 1994, 1994 to 1999 and part of 2002. The judge decided to conduct a single expert assessment for these various claims, which was in part adverse to Ampla. Ampla challenged such assessment and requested a new expert assessment. On September 5, 2013, the judge rejected the prior petition, whereupon Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) and subsequently a Special Appeal (Agravo de Instrumento), both of which were rejected by the court. Against the latter, Ampla filed a Special Appeal before the Superior Court of Justice, which is pending review. In September 2014, a first instance judgment in one of these proceedings ordered Ampla to pay compensation of R$ 200,000 (approximately ThCh$ 36,373) for moral damages, in addition to the payment of material damages caused due to failures in supply of service, which have to be assessed

 

 

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

 

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by an expert in the sentence execution stage. Ampla filed a Clarification Attachment against this ruling that was rejected. In December 2014, Ampla filed an appeal, currently pending decision. On June 1, 2015, a judgement in another of the proceedings ordered Ampla to pay moral damages of R$ 80,000 (approximately ThCh$14,534), in addition to material damages for Ampla’s failures in supply of service of R$ 95,465,103 (approximately ThCh$ 17,362,047) (plus price-level restatement and interest). Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) against this judgement, which was rejected by the court. Ampla has filed an appeal. In the remaining proceedings, a first instance court ruling is pending. The amount involved for all these cases is estimated to be approximately R$374 million (approximately ThCh$ 68,021,285).

5.   In December 2001, the Brazilian Federal Constitution was amended to apply the CONFINS tax (Contribuicao para o Financiamento da Seguridade Social), a tax levied on revenues, to electricity energy sales. The Constitution states that the changes on social contributions are effective 90 days after their publication. Ampla started to pay this COFINS tax in April 2002. However, the Brazilian Internal Revenue Service notified Ampla that the 90-day delay of entry into force is applied to statutory amendments, but are not applicable to constitutional amendments, which are effective immediately. In November 2007, the appeal filed before the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, ruled against Ampla. In October 2008, Ampla filed a special appeal that was rejected. On December 30, 2013, Ampla was notified of the decision to reject its position that the COFINS tax payments were not due for the period from December 2001 to March 2002 based on the Constitution providing that legislative changes are effective 90 days after their publication. Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds and was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 20% rather than the previous 30%, of the tax debt and the bond was reduced to € 44 million. Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defense in July 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. The amount involved in this case is estimated to be approximately R$149 million (approximately ThCh$ 27,098,332).

6.   In August 1996, Ampla obtained a favorable ruling granting it an exemption from paying the COFINS tax for the period prior to the 2001 amendment of the Brazilian Federal Constitution which expressly made electric power operations subject to the COFINS tax. Following the definite decision in favor of Ampla issued in 2010, the Brazilian Treasury attempted to overturn the 1996 decision favorable to Ampla through a recission action. Ampla refiled a suit originally filed in 1996 seeking a refund of its COFINS tax payments from April 1992 to June 1996, based on the favorable ruling in the first lawsuit described above. The suit seeking a refund of the COFINS tax had been suspended pending the resolution of the first lawsuit above. In June 2013, Ampla received a favorable decision entitling it to a refund of its COFINS tax payments for the periods requested. The Brazilian Treasury appealed the decision. In October 2014, the Court of the State of Río de Janeiro ordered a new trial since it considered that the Brazilian Treasury did not have the opportunity to appear in the prior decision judgment. In May 2015, the Brazilian Treasury presented its final plea and in July 2015 a new favorable first instance ruling entitling Ampla to a refund of its COFINS tax payments made from 1992 to 1996 was issued. In August 2015, the tax authorities filed an appeal with the Court of the State of Río de Janeiro. The sum Ampla has requested as a tax refund amounts to R$167 million (approximately ThCh$30,371,956).

7.   In order to fund the purchase of Coelce in 1998, Ampla issued long-term debt abroad through securities called Fixed Rate Notes (FRNs) which were governed by a special tax regime whereby interest payments received by non-resident holders were exempt from taxation in Brazil, as long as the debt was issued with a minimum maturity of 8 years. In 2005, the Brazilian Internal Revenue Service (responsible for tax

 

 

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

 

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collection and compliance with tax laws) IRS notified Ampla the special tax regime did not apply based on its understanding that prepayments were made before the stated maturity, due to the fact that Ampla had received financing in Brazil which was allocated to repay the FRN holders. Ampla argues that these two transactions are independent and legally valid. The non-application of the special tax regime means that Ampla would have failed to comply with its obligation to retain the tax and to record it as interest payments made to non-resident holders. The tax resolution was appealed and in 2007 the Taxpayers Council (Consejo de Contribuyentes), the administrative appeals level, annulled it. However, the Brazilian IRS contested this decision before the Superior Chamber of Fiscal Resources (Cámara Superior de Recursos Fiscales), the final administrative appeals level, and on November 6, 2012, it ruled against Ampla. The decision was notified to Ampla on December 21, 2012. On December 28, 2012, Ampla filed a Petition for Clarification of the Decision (Embargo de Aclaración) before the Superior Chamber of Fiscal Resources in order to obtain a final resolution regarding contradictory points of the decision and to incorporate in it the relevant defense arguments that were omitted. The petition was denied. As a consequence, Ampla filed a judicial proceeding to obtain a certification of fiscal good standing in order to continue receiving public funds. Ampla was required to post a bond for the tax debt. Under the new standard on surety bonds published in March 2014, the bond amount must be 20%, rather than the previous 30%, of the tax debt and the bond was reduced to € 331 million. Ampla submitted the new surety bond, complying with the new requirements. The Brazilian Treasury accepted the surety bond and granted the certification of fiscal good standing. The Brazilian Treasury submitted the fiscal execution and Ampla opposed its defense on June 27, 2014. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. A final unfavorable decision of the Superior Chamber of Fiscal Resources could lead to a possible criminal proceeding against some employees and managers of Ampla. The amount involved in this case is estimated to be approximately R$ 1,128 million (approximately ThCh$ 205,147,104).

8.   Coelce bills the “low income” consumer with a social discount that determines a final rate called “baja renta” (low income). The State compensates Coelce for this discount as a state subsidy. The ICMS (a tax similar to the Chilean Value Added Tax) is transferred (deducted) by Coelce over the amount of the normal rate (without the discount). On the other hand, the State of Ceará establishes that the ICMS does not apply to billings that fluctuate between 0 and 140 kW/h. Also, Coelce, in order to calculate the ICMS deductible amount in reference to the total ICMS supported in energy purchases must apply the “pro rata” rule, which uses the percentage that represents revenues subject to ICMS over the total income (whether or not subject to ICMS). Coelce considers, for the purpose of its inclusion in the pro rata denominator, that the revenue not subject to ICM is the result of applying the end sales price of energy (price after the subsidy is discounted) and the Brazilian IRS holds that the income not subject to ICMS is the price of the normal rate (without discounting the subsidy). The Brazilian IRS’s position implies a lower ICMS deduction percentage. The Brazilian Treasury view is that the “ICMS pro rata” calculation should be based on the normal rate value in “low income” energy sales cases, instead of the reduced rate that Coelce uses. The Brazilian Treasury criteria results in a greater ICMS non-recoverable percentage, which results in a higher ICMS payable. Coelce argues that its calculation is correct, since it must be used in the “ICMS pro rata” calculation, reducing the value of the ICMS rate since that is the accurate value of the energy sales transaction (the ICMS’s base is the transaction value of the merchandise sold). In reference to the 2005 and 2006 litigation, after the unfavorable decision in the administrative process, Coelce is waiting for the filing of the State’s judicial execution. However, Coelce has already presented the banking guarantee in order to assure its right to obtain the Regular Tax Certification. In reference to the 2007, 2008 and 2009 litigation, Coelce filed the administration defense, and the decision is pending. In reference to 2010, the proceeding was received in January 2015 and Coelce filed its first instance administrative defense. The next step is to continue with the defense of the judicial and administrative processes. The amount of these claims is R$ 123 million (approximately ThCh$ 22,369,764).

 

 

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

 

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9.-   In 2002, the State of Rio de Janeiro issued a decree stating that the ICMS (a tax similar to the Chilean Value Added Tax) should be paid and filed on the 10th, 20th and 30th days of the same month of the tax accrual. Ampla continued paying ICMS in accordance with the previous system (filing within five days after the end of the month of its accrual) and did not adopt the new system between September 2002 and February 2005 due to cash flow issues. Additionally, Ampla filed a lawsuit to dispute the constitutionality of the new filing requirement. These lawsuits were unsuccessful, and Ampla has filed suit alleging constitutional violations before the Brazilian Supreme Federal Tribune. Since March 2005, Ampla has been paying the ICMS according to the new system. In September 2005, the IRF imposed on Ampla a penalty fee and interests due to the delay in filling the ICMS as set forth in the aforementioned decree of 2002. Ampla appealed the resolution before the Administrative Courts, based on the fiscal Amnesty Laws of the State of Río de Janeiro published in 2004 and 2005 (forgiving interest and penalties if the taxpayer paid the taxes due). Ampla alleges that if the aforementioned tax amnesties are found to be inapplicable to it, the law would punish taxpayers that are delayed only a few days in their tax payments (as in the case of Ampla) more harshly than those who failed to pay their taxes and later formally adopted the various tax amnesties and thus, regulate their tax situation through the filing of overdue unpaid taxes.

On May 9, 2012, the “En Banc Council” (a special body within the Taxpayers Council, representing the last administrative instance) issued a judgment against Ampla. The decision was notified on August 29, 2012. Ampla appealed to the State Public Treasury (Hacienda Pública Estadual) using a special review procedure based on the equity principle, before the Governor of the State of Río de Janeiro. The appeal has not been resolved and, therefore, the tax should be suspended. However, the State of Río de Janeiro recorded the tax due in the Public Register as if demandable and, therefore, on November 12, 2012, Ampla was obliged to post a surety bond in the amount of € 101 million (R$ 293 million) in order to receive a certification of fiscal good standing to continue receiving public funds. On June 4, 2013, in a decision of second instance, the State Public Treasury obtained a ruling against Ampla’s surety bond. In September 2013, Ampla filed a letter of guarantee to substitute for the surety bond rejected by the court. However, Ampla reiterated to the attorney of the State, the petition of review, which is still pending decision. Despite this, the State Public Treasury submitted the fiscal execution and Ampla opposed its defense. It is not necessary to submit a new surety bond since the bond posted to obtain the certification of fiscal good standing can be used for this proceeding. In June 2015, the Supreme Court of Brasilia issued a favorable ruling for Ampla for a lawsuit filed in 2002 to dispute the constitutionality of the new filing requirements. This resolution will lead to the suspension of the collection procedures of penalties and interests, since the tax is already paid. Also, the final decision will mean the release of the guarantee. The decision was published on October 2, 2015 and the Brazilian Treasury has 10 days to appeal. Once the appeal period has elapsed, the letter of resolution becomes final, and at that time the resolution will be presented to the administrative collection body (process). The State Public Treasury did not file an appeal and on October 25, 2015, Ampla presented to the special collection body the favorable resolution issued by the Supreme Court of Brasilia. The amount involved in this proceeding is R$ 285 million (approximately ThCh$ 51,832,380).

10.-   In 1982 under the framework of an electricity supply network expansion in Brazilian rural areas, which was financed principally by international development banks (IDBs), the then-state-owned Companhia Energética do Ceará S.A. (Coelce) signed contracts with 13 cooperatives at the request of the Brazilian government and the IDBs to implement this project. Under the contracts, Coelce operated and maintained the assets and paid a monthly fee, which was price-level restated for inflation. These contracts were of indefinite length and failed to clearly identify the networks that were under their scope due the public nature of Coelce and the fact that they were often repaired, creating confusion between the assets that were operated and maintained by Coelce, and the assets that were owned by it. From 1982 until June 1995 Coelce regularly paid rent for the use of the electric system to cooperatives, adjusted monthly by the relevant rate of inflation. However, from June 1995, Coelce, while it was still state-owned, decided not to continue adjusting the payments for inflation. In 1998 Coelce was privatized and acquired by the Enersis Group, and continued to pay the rent to the network cooperatives in the same manner as before its

 

 

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privatization, that is, without adjusting the rent for inflation. As a consequence, some of these cooperatives have brought legal action against Coelce, including the two actions initiated by Cooperativa de Eletrificacao Rural do V do Acarau Ltda (Coperca), for the payment of the adjustment for inflation as described below. Coelce’s defense is basically grounded on the argument that the adjustment is not applicable, since the assets lacked value due to their much extended useful lives, taking into consideration their depreciation; or, alternatively, if the assets were deemed to have any value, it would be very low since Coelce performed their replacement, extension and maintenance. The amount involved in this litigation is approximately R$ 180 million (approximately ThCh$ 32,660,102).

One of the plaintiffs in this litigation, Coperva, filed a review action requesting expert evaluation of the issue. Once the expert report was delivered, Coelce claimed there were technical inconsistencies therein and requested a new evaluation to be conducted, but the court denied the claim and ruled the “anticipated execution of the decision”, which entails the preliminary determination of the adjusted monthly payments Coelce should have made and ordering the immediate payment of the difference between such adjusted values and the values Coelce actually paid. An appeal has been filed and a precautionary measure has been obtained in favor of Coelce, staying the anticipated execution of the decision. On April 7, 2014 a court of first instance denied Coperva’s claims. Coperva has appealed and the decision is pending. Another plaintiff in the ligation filed a review action in 2007, through which Coperva is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 1% of the value of the asset leased, estimated by Coperva to be at R$ 15.6 million (approximately ThCh$ 2,837,140). This proceeding is in a first instance and has not yet started the evidence presenting stage. The amount involved in this proceeding is estimated to be approximately R$ 94 million (approximately ThCh$ 17,160,998). In Coelce’s case, the review action was filed in 2006 and Coelce is attempting to readjust the lease value of its distribution lines (in the central region of the State of Ceará), to be calculated at 2% of the value of the asset leased. The amount involved in this proceeding is approximately R$ 109 million (approximately ThCh$ 19,756,118). This proceeding, as well as the one for Coperva, has not been advanced by the plaintiff and both are in their first instance.

11.-   In October 2009, Tractebel Energía S.A. sued CIEN claiming an alleged breach of the contract “Purchase & Sale Agreement for 300 MW of Firm Capacity and associated Energy originating from Argentina” signed in 1999 between CIEN and Centrais Geradoras do Sul do Brasil S.A (which is now known as Tractebel Energía). Tractebel Energía asked the court to order CIEN to pay a rescission penalty of R$ 117,666,976 (approximately ThCh$ 21,399,857) plus other fines due to the unavailability of energy. The breach allegedly occurred due to a failure by CIEN to ensure sufficient capacity as contracted with Tractebel Energía during the 20-year period, which allegedly took place beginning in March 2005. In May 2010, Tractebel Energía notified CIEN via a written statement, but not judicially, its intention to exercise step-in rights of Line I (30%). The proceeding is currently at the first instance. CIEN petitioned to join this proceeding with the lawsuit filed by it against Tractebel Energía in 2001, which involves a dispute relative to exchange rates and taxing issues. The petition to join both proceedings was rejected by the court. Subsequently, CIEN filed a request to suspend the proceeding for 180 days in order to avoid potentially divergent decisions. The court ordered the suspension of proceedings for one year pending the outcome of the other lawsuit of CIEN against Tractebel Energía. The court issued a resolution extending this suspension until July 9, 2015. This proceeding has not had any changes to date.

12.-   In 2010, Furnas Centrais Eletricas S.A. filed a suit against CIEN, based on CIEN’s alleged breach of the contract “Firm Capacity Purchase with associated Energy for the purchase of 700 MW of firm capacity with related energy originating from Argentina”, which was signed in 1998 with a term of 20 years beginning in June 2000. In its lawsuit, Furnas requested a compensation of R$ 520,800,659 (approximately ThCh$ 94,716,974) corresponding to a rescission penalty included in the contract, plus adjustments and default interests, from the date of filing of the claim until actual payment. Furnas also requested for additional penalties based on the lack of availability of the “firm power and related energy” and for other

 

 

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damages to be determined upon the final decision. The first trial judgment denied the claims of Furnas for CIEN’s responsibility for breach of its contractual obligations. The Court recognized the existence of force majeure because of the energy crisis in Argentina. The claimant filed an appeal against this sentence. In July 2015, CIEN presented its arguments to the Court regarding the appeal filed by Furnas. Moreover, regarding the foreign language documents presented by CIEN, the judge of first instance determined that those documents would be excluded from the lawsuit, which decision was confirmed by the 12th Civil Section of the State Court. CIEN has filed a Special Appeal (Recurso Especial) against this decision, which will be decided by the Superior Court of Justice. In addition to the foregoing, CIEN received a notice from Furnas, not at the judicial headquarters, indicating that in case of rescission due to CIEN’s breach, Furnas would have the right to acquire 70% of Line I.

13.-   In February 2004, two Brazilian taxes, COFINS and PIS were amended from an accrued regime (rate of 3.65% without credit deduction) to a non-accrued regime (9.25% with credit). According to legislation, long-term assets and service supply agreements performed before October 31, 2003 under “predetermined price” could remain in the accrued regime. Endesa Fortaleza had entered into energy purchase agreements that complied with the requirements, and as a result, the revenues for such agreements were initially taxed under the accrued regime, which is more advantageous. In November 2004, an administrative order was released which defines the concept of “predetermined price”. According to it, CGTF agreements (Endesa Fortaleza) must be subject to the non-accrued regime. In November 2005, a new Law clarified the “predetermined price” concept. On the basis of the 2005 legislation, the regime that should be applied to the agreements was the accrued regimen (more advantageous). The ANEEL issued a (Administrative Law) Technical Note indicating that the agreements entered into by virtue of its standards and with its approval comply with the legislative requirement. PIS and COFINS tax paid in excess under the non-accrued regime by CGTF and CIEN between November 2004 and November 2005 generate tax credits which were used to pay other taxes due. Nevertheless, in 2009 the tax authorities rejected the compensation procedures. In February 2007, the Brazilian tax authorities audited Endesa Fortaleza regarding the payment of PIS/COFINS tax during December 2003 and from February 2004 to November 2004. The audit resulted in a claim alleging differences between the amounts stated in Endesa Fortaleza’s annual tax return (where the PIS/COFINS tax amounts were reported under the new non-accrued regime) and the amounts stated in monthly tax returns (where the amounts due were reported under an older accrual system). On appeal, the Taxpayer’s Council confirmed the validity of the compensations of credits resulting from the regime change of PIS/COFINS. The Brazilian Treasury can file a Special Appeal before the Superior Chamber of Fiscal Resources (Cámara Superior de Recursos Fiscales). The amount involved in this proceeding is R$ 75 million (approximately ThCh$ 13,640,100).

14.-   The Brazilian IRS claims an alleged underreporting of dividends by Enel Brasil than it reported. The Brazilian IRS claims that the total amortization of goodwill (greater value) recorded by Enel Brasil in 2009 in the equity accounts, should have been recorded in the comprehensive income accounts. As a result, the procedure performed was inadequate and a greater profit would have been generated and consequently, a higher amount of dividends distributed. The alleged surplus in dividends was interpreted by the Brazilian IRS as payments to non-residents, which would be subject to a 15% income tax retained at the source. Enel Brasil responded that all the procedures adopted by Enel Brasil were based on the company’s interpretation and in accordance with Brazilian accounting standards (Brazilian GAAP), and confirmed by the external auditor and by a legal opinion from Souza Leão Advogados. Enel Brasil has filed its defence in the administrative first instance and is waiting for an administrative first instance ruling. The amount involved in this proceeding is R$233 million (approximately ThCh$42,375,244).

15.-   In 2001, a lawsuit was filed against Emgesa, as well as the non-related companies, Empresa de Energía de Bogotá S.A. E.S.P. (EEB) and Corporación Autónoma Regional de Cundinamarca (CAR in its Spanish acronym), by the residents of Sibaté, in the Colombian Department of Cundinamarca. This lawsuit seeks to hold the defendants jointly liable for the damages and prejudices derived from the pollution to the

 

 

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El Muñá dam reservoir, resulting from the pumping of polluted waters from the Bogotá River by Emgesa. Emgesa has denied these allegations arguing, among others, that it does not have any responsibility since it receives the waters already contaminated. The plaintiffs’ initial demand was for approximately CPs 3,000 billion (approximately ThCh$ 675,000,000). Emgesa filed a motion for the joinder of numerous public and private entities that dump into the waters of the Bogotá River or that in any way are responsible for the environmental stewardship of the river basin. The Third Section of the State Council has received the petition and ordered certain companies joined as defendants. In January 2013, several of the defendants filed responses to the complaint. In June 2013, a motion to annul the proceedings was denied. The resolving preliminary objections and the summons to a conciliation hearing are currently pending. In June 2015 a resolution was enacted instructing the dismissal of EEB by reason of a nullity defect, as well as the exclusion of those entities that had been identified by the Cundinamarca Administrative Court as defendants for having polluted the waters of Bogotá River, which had been confirmed by the State Council. A motion for reversal was filed against this decision, or an appeal. The resolution of such actions is pending.

16.-   CAR, through Resolution 506, enacted on March 28, 2005 and Resolution 1189, enacted on July 8, 2005, imposed on Emgesa, EEB and Empresa de Acueducto y Alcantarillado de Bogotá (EAAB) the execution of construction work on the El Muña dam reservoir, whose effectiveness, among others things, depends on maintaining Emgesa’s water concession. Emgesa filed an action for annulment and reestablishment of Law against these resolutions before the Administrative Court of Law of Cundinamarca, Section One. The first instance court denied the nullity of these resolutions. Appeals were filed by Emgesa, EEB and EAAB, which are pending a decision.

Emgesa filed another action for annulment and reestablishment against CAR for annulment of Article 2 of Resolution 1318 of 2007 and Article 2 of Resolution 2000 of 2009, both of which required Emgesa to implement a Contingency Plan and to carry out study on “Air Quality” for the potential suspension of water pumping in the dam reservoir. This action seeks to annul the administrative acts imposed due to impracticability of anticipating the “Air Quality” and implementing the Contingency Plan. In this action a favorable accountant expert report was presented, for which it was requested clarification to Emgesa. Clarification of previous expert report and a second expert report to value the works anticipated by the company is still pending. The amount at issue is undetermined.

17.-   A class action lawsuit has been filed by residents of the Colombian Municipality of Garzón, alleging that the construction of the El Quimbo hydroelectric project has caused the plaintiffs’ income from handicrafts or entrepreneurial activities to decrease by an average of 30%. The lawsuit claims the decrease was not considered when the project’s social-economic impact report was drafted. Emgesa has denied these allegations on the basis that (i) the social-economic impact report complied with all methodological criteria, including giving all interested parties the opportunity to be registered in the report, (ii) the plaintiffs are not residents and therefore, compensation is allowed only for those whose revenues are, in their majority, coming from of their activity in the direct area of influence of the El Quimbo hydroelectric project and (iii) compensation must not go beyond the “first link” of the production chain and must be based on the status of the income indicators of each affected person. A proceeding was filed in parallel by 38 inhabitants of the Municipality of Garzón, who are claiming compensation for being affected by the El Quimbo hydroelectric project since they were not included in the social-economic impact report. A mandatory settlement hearing was unsuccessful. The court ordered a test, which is currently in the preliminary phase. In the parallel proceeding, an exception previous of pending lawsuit was filed, based on the existence of the principal proceeding. The proposed exception is pending ruling. The amount involved in this proceeding is estimated to be approximately CPs 93 billion (approximately ThCh$20,925,000).

18.-   In February 2015, Emgesa was notified of a Popular Action filed by Comepez S.A. and other fish farming companies located near the Betania dam, on the grounds of protection of the right to a healthy environment, public health and food safety in order to prevent, in the opinion of the plaintiffs, the danger of a massive fish mortality among other damages from the filling of the reservoir for the El Quimbo

 

 

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hydroelectric project dam, also located at the basin of the Magdalena River. Regarding the status of the proceeding, the Huila administrative court issued in February 2015 a preliminary injunction that prevents the filling of the El Quimbo dam reservoir until the river has reached the optimal flow, among other requirements. Emgesa filed a motion for reversal against this decision requesting a probation order and the release of such measure, which motion was denied by the court. The appeal filed by Emgesa was granted only in the remand effect. The preliminary injunction was amended, allowing Emgesa to start filling the dam reservoir. Nevertheless the Regional Environmental Authority (CAM) in Resolution No. 1503 issued on July 3, 2015 directed Emgesa to temporarily stop filling the El Quimbo dam reservoir. The legal actions to be adopted are under analysis by Emgesa, notwithstanding the filling procedure continues normally. The appeal is pending. The Colombian government, through Decree 1979 has requested the lifting of the generation suspension and reported that Emgesa must abide by such Decree. On December 15, 2015, the Constitutional Court decided that Decree 1979 was unenforceable, and as a result, Emgesa suspended at midnight of that date the generation of energy at El Quimbo. Emgesa presented the corresponding arguments.

On December 24, 2015, the Colombian Ministry of Energy and Mining and the National Authority of Aquaculture and Fishing (“AUNAP”) filed a writ of protection of constitutional rights to the Civil Courts of Circuito de Neiva as a transitional mechanism to avoid irreparable damage, while the Huila administrative court decides on releasing the precautionary measure, and requested that the generation of energy at El Quimbo be permitted. They have requested such generation to be authorized as an interim measure until a ruling on the writ of protection is made. On January 8, 2016, Emgesa was notified of the decision of the Civil Court of Circuito de Neiva which authorized Emgesa to immediately restore the generation of energy as a transitional measure until the Huila administrative court decides on releasing the precautionary measure. The amount involved on this proceeding is undetermined.

19.-   In Colombia, upon creating an electrical distribution subsidiary, Codensa, in 1997, EEB contributed all public lighting infrastructures and other sale and distribution assets to Codensa in exchange for 51.5% of Codensa’s shares. However, there was no certainty regarding the inventory of lights in Bogotá and this generated subsequently differences regarding invoicing and settlement of the energy value that Codensa supplied to the municipality. In 2005, a geo-reference inventory of the lights was performed, which resulted in 8,661 fewer lights than those that Codensa considered in its billing and settlement to the Federal District of Bogotá (the District). In order to solve the conflict, the parties carried out round-table discussion to come to an agreement. However, in 2009 a private citizen filed a derivative action in which he requests that the court of law: (i) declare the rights of the administrative morality and public property violated; (ii) order Codensa to carry out the settlement that includes delinquent interest due to the higher values paid between 1998 and 2004; and (iii) recognize the incentive due to administrative morality for the claimant (15% of the amount the District recovered). The first instance judgment, confirmed by the second instance judgment, ordered the Administrative Special Public Utilities Unit (the UAESP) and Codensa to, within a time period of two months starting from the date of issuance of the judgment, carry out all necessary negotiations to establish in a definitive manner the balances either in favor or against Codensa, duly adjusted, plus additional interest. If no agreement is reached, the UAESP itself may make a unilateral judgment within two months and deliver it to Codensa for its consideration. Codensa may also exercise remedies through the relevant government channels and, in the event of non-payment, must proceed to execute the judgment. On September 6, 2013, the Comptroller sent a communication to Codensa announcing future control actions against the company and the UAESP for an alleged detriment to the District of CPs 95,142,786,544 (approximately ThCh$ 21,407,126), due to payments owed to the District for public lighting between 1998 and 2004. On September 20, 2013, Codensa responded, disagreeing with the amount and proposing a technical group to resolve the issue. This resulted in several meetings being held. Based on Codensa’s documents and the declarations presented, the Comptroller issued a new report that supports the figure obtained by common accord by UAESP and Codensa of CPs 14,432,754,679 (approximately ThCh$ 3,247,369). The Comptroller recommended in its report that UAESP send the agreement for judicial review

 

 

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in order to resolve the lawsuit with Codensa, which occurred on December 13, 2013. Subsequently, the Comptroller, in Bogotá, issued a report questioning the agreement with the UAESP; such report was presented at Court. It is pending resolution from the Tenth Administrative Court of Bogotá, either for notifying the report or issuing final decision on the agreement subscribed between Codensa and the UAESP.

20.-   A class action was filed in Colombia against Codensa in which plaintiffs seek reimbursement for excess charges for not applying the tariff benefit that according to them would have applied to them as users of the Voltage One Level and owners of the infrastructure, as established by Resolution No. 082 of 2002, amended by Resolution No. 097 of 2008. Regarding the proceeding status, Codensa filed a plea against the lawsuit rejecting it entirely. A conciliation hearing was effected between the parties, without success. The writ of proof is pending. The estimated amount is approximately CPs 337,626,840,000 (approximately ThCh$75,966,039).

21.-   To counter the impact in prices as a result of the climate phenomena “El Niño”, the Colombian Energy and Gas Regulatory Commission (CREG), through Resolution CREG No. 168 of 2008 establishes the Optional Tariff, which allows deferral of the increase in the electrical energy tariff for up to two years, mitigating the impact of the increase to end users. Codensa voluntarily ended the Optional Tariff it was applying and must determine the difference between the actual values of the tariff and the invoiced valued from the Optional Tariff, based on the balances and the historical values transferred to the tariff for end users, in compliance with Resolution CREG No. 168 of 2008. The resulting difference of comparing tariffs must be returned to the end users since the Optional Tariff values, as accumulated balances, are always higher than the values that would have been invoiced had Codensa not opted for that alternative. In terms of process status, it was notified the demand on October 1, 2015 which was answered on November 23, 2015. The conciliation hearing date has not yet been fixed. National regulations do not establish the mechanism to return the money from the Optional Tariff to end users; however, Codensa has previously decided to return it. There is a difference between the amounts that Codensa expects to return and the amount that the CREG expects. The estimated amount is approximately CPs 163,000,000,000 (ThCh$36,675,000).

22.-   The fiscal authority in Peru, the Superintendencia Nacional de Administración Tributaria (SUNAT), questioned Edegel in 2001 regarding the manner in which it was accounting for the valuation of its depreciating assets. Edegel had conducted a voluntary reevaluation for the 1996 fiscal year, and as a result of such reevaluation it recorded a reduction of goodwill with respect to assets. This depreciation was recorded as an expense. The amount rejected by SUNAT is related to financial interest paid during the construction phase of the power plants. SUNAT claims (i) that Edegel has not demonstrated that it was necessary to obtain financing to build the power plants and (ii) that such financing was actually incurred. Edegel has responded that SUNAT cannot request such evidence because the reevaluation assigns the assets a market value when the reevaluation was performed, instead of the historical value of the assets. In this case, the methodology considered that the power plants of such scale were built with financings. In addition, Edegel claimed that if SUNAT disagreed with the valuation, it should have conducted its own appraisal, which it failed to do. On February 2, 2012, the Tax Court (TF) issued a ruling for the 1999 fiscal year in favor of two of Edegel’s power plants, and against four power plants, based on the fact that a verified financing was only evidenced for the first two power plants. Consequently, the TF ordered SUNAT to recalculate the taxes payable by Edegel, which amounted to ThCh$8,474,708 (€11 million) that were paid by Edegel in June 2012. This amount will be recovered if Edegel obtains favorable rulings in the following claims it has subsequently filed:

 

  i) an administrative contentious claim before the Judicial System against the TF’s ruling, filed in May 2012 (which would result in a complete recovery of the taxes).; and

 

  ii) a partial appeal against the recalculation that SUNAT performed according to TF’s ruling, on the basis that the recalculation was incorrect, filed in July 2012 (which would result in a partial recovery of the taxes).

 

 

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In August 2013, Edegel received notice of an unfavorable ruling with respect to claim i). Edegel filed an annulment appeal against the ruling, since the resolution violates its motivation right and it is untimely. In May 2015, Edegel received notice of the resolution of the Court of Appeal which: (i) annulled the resolution from the Justice Department (“JD”) which rejected the petitions of the demand of the company; (ii) declared admitted the claims previously rejected; and (iii) ordered the JD to return to the stage of determination of the controversy points. In June 2015, Edegel received notice from the JD that it declared admitted the claims previously rejected and it had submitted to the attorney general’s office a request for issuance of a new pronouncement (in Peru when the Government is engaged as a party in a judicial process an attorney general designated by the Public Ministry must be involved, in order for him to be informed and to opine regarding the controversy, which opinion is not binding on the judge or the Court that must resolve the litigation).

For the 2000 to 2001 fiscal years, Edegel paid the equivalent of ThCh$3,852,140 and made a provision of ThCh$770,428.

In November 2015, Edegel was notified of Resolution No. 15281-8-2014, stating that the TF had ruled with respect to the indicated appeal by which was declared annulled the Resolution which the SUNAT objected the loss deductions related to the financial derivative instruments. The TF ruling also revoked the objections related to the non-deductibility of depreciation of the non-accredited technical assistance services rendered to Generandes and the financial interests accrued on the loans for the acquisition of treasury shares. It is important to note that, although the TF’s resolution revoked the objections related to the excess in depreciation of the revalued assets; however, stated that the SUNAT shall apply what is resolved in the company’s appeal of Income Taxes filed for the fiscal year 1999 (Exp. No. 10099 to 2012), which is still pending resolution.

In December 2015, the TF’s submission of the case to the SUNAT in order for it to recalculate the debt based on the established criteria was still pending.

For the 1999 fiscal year it is expected that the Judicial System will enact a new resolution on the Edegel lawsuit and that the TF will decide on the partial appeal filed by Edegel. For the 2000 and 2001 fiscal years, Edegel filed new evidence in order to reduce amount that could be paid from ThCh$4,622,568 to ThCh$1,001,556; however, the TF could determine that the evidence is inadmissible as untimely. In December 2014, the TF enacted a resolution on the appeal filed by Edegel.

The amount involved in these proceedings is S/.63,944,287 (approximately ThCh$ 13,305,207), which is divided between the assets amount of S/.59,819,819 (approximately ThCh$ 12,447,008) and the liabilities amount of S/. 4,124,468 (approximately ThCh$ 858,198).

23.-   In September 2012, Enersis Américas received notice from the Chilean Internal Revenue Service (SII in its Spanish acronym) on a settlement and resolution related to withholding taxes on dividends paid in fiscal years 2008 and 2009 (tax years 2009 and 2010) to non-Chilean resident or domiciled shareholders of Enersis Américas. Despite the fact that there is no differences in owed taxes, and no fines have been applied, the SII is requesting Enersis Américas to correct the calculation methodology used for its tax return. In addition, the SII notified Enersis Américas on settlements and resolutions for the same concept for fiscal years 2010 and 2011 (tax years 2011 and 2012). The position of the tax authority is that the methodology used by the company to determine the difference between the final tax credit and the provisional tax credit was incorrect, because Enersis Américas should pay the total amount of the tax credit used in the calculation of the provisional withholding and only the shareholders may request refunds from the amount paid in excess by the Chilean company. The position of Enersis Américas is that the interpretation of the SII is based on the wording of an article in the tax law that seems to require the “payment of credits in excess”, but it did not consider the existence of a Resolution issued by the SII indicating the description of this process with which Enersis Américas has complied. Moreover, if the methodology of the SII is used, the amount to be paid on behalf of the shareholders would be the same as the amount that the shareholders would request to the SII for refund. The difference is that the amounts paid to the SII are price-level restated

 

 

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

 

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by CPI and interests (1.5%), while the amounts that the SII will reimburse are only price-level restated by CPI. On March 13, 2014, the Company filed a tax claim with the Tax and Customs Court (“TTA” in its Spanish acronym) in first instance for fiscal years 2008 and 2009. On August 18, 2014, a tax claim was filed for fiscal year 2010 (tax year 2011), and lastly, on August 29, 2014, a tax claim was filed for fiscal year 2011 (tax year 2012). The three tax claims are pending of response from the SII, and on October 10, 2014, Enersis Américas requested their consolidation, which was granted by the Court on October 16, 2014. On September 21, 2015, the TTA open the evidence period. On October 15, 2015, Enersis Américas presented its evidence. On December 31, 2015, the TTA issued an unfavorable ruling against Enersis Américas. On January 4, 2016, Enersis Américas received notice of the resolution. Enersis Américas filed an appeal to the Appeal Court of Santiago. The amount involved in this proceeding is ThCh$45,566,682.

b) Discontinued Operations

1.-   In 2005, three lawsuits were filed against Endesa Chile, the Chilean Treasury and the Chilean Water Authority (DGA, in its Spanish acronym), which are currently being treated as a single proceeding, requesting that DGA Resolution No. 134, which established non-consumptive water rights in favor of Endesa Chile to build the Neltume hydroelectric power plant project be declared null as a matter of public policy, with compensation for damages. Alternatively, the lawsuits request the compensation for damages for the losses allegedly sustained by the plaintiffs due to the loss of their status as riparian owners along Pirihueico Lake, as well as due to the devaluation of their properties. The defendants have rejected these allegations, contending that the DGA Resolution complies with all legal requirements, and that the exercise of this right does not cause any detriment to the plaintiffs, among other arguments. The sums involved in these suits are undetermined. This case was joined with two other cases: the first one is captioned “Arrieta v. the State and Others” in the 9th Civil Court, docket 15279-2005 and the second is captioned “Jordán v. the State and Others,” in the 10th Civil Court, docket 1608-2005. With regard to these cases, an injunction has been ordered against entering into any acts and contracts concerning Endesa Chile’s water rights related to the Neltume project. On September 25, 2014, the Court of Law issued an unfavorable ruling against Endesa Chile that in essence declared the right to use water established by DGA Resolution No. 134 illegal and orders its cancellation in the corresponding Water Rights Register of the correspondent Real Estate Registrar. Endesa Chile filed an appeal and cassation resources with the Santiago Court of Appeals, which are still pending.

2.-   On May 24, 2011, Endesa Chile was served with a lawsuit filed by 19 riparian owners along the Pirihueico Lake, seeking to nullify DGA Resolution No. 732, which authorized the relocation of water rights collection for the Neltume power plant, from the Pirihueico Lake drainage 900 meters downstream along the Fui River. The plaintiffs seek to have this annulment annotated at the margin of the notarized instrument that memorialized DGA Resolution No. 732, which approved the transfer of the collection. The plaintiffs also seek to have the recording of the deed struck from the Water Rights Register, if entered, and to require the Chilean Treasury, the DGA and Endesa Chile to pay damages to the plaintiffs as a result of the challenged DGA Resolution. The plaintiffs seek to reserve their right to indicate the type and amount of damages in a subsequent legal proceeding. The claim is for an undetermined amount because the plaintiffs have requested that damages be determined in another suit, once the DGA Resolution is nullified. The discussion period has ended and the evidence action has been determined, which after notification was subject to a motion of reversal filed by the plaintiff, and to a nullity incidental plea filed by Endesa Chile, which were both rejected. The proceeding was suspended by mutual agreement until March 9, 2013, after which it was immediately restarted. On August 20, 2013 the pending conciliation hearing took place without success. After the end of the ordinary, extraordinary and special periods of evidence on January 22, 2015, the parties were summoned to acknowledge the ruling, and on April 23, 2015, the Court issued a ruling accepting the complaint, declaring DGA Resolution No. 732 null as public legislation. Endesa Chile, in turn, filed a writ of appeal and reversal in the form before the Santiago Court of Appeals, which are still pending of resolution.

 

 

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

 

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3.-   In August 2013, the Chilean Superintendency of the Environment (SMA) filed charges against Endesa Chile alleging several violations of Exempt Resolution No. 206, dated August 2, 2007 and its supplementary and explanatory resolutions that environmentally certified the Bocamina Thermal Power Plant Extension Project. These alleged violations are related to the cooling system discharge channel, an inoperative Bocamina I desulphurizer, non-compliance with information delivery obligations, surpassing CO limits, failures in the acoustic perimeter fence of Bocamina I, excessive noise levels and having no technological barriers that prevent the massive entry of biomass in the intake of the central power plant. Endesa Chile submitted a compliance program that was not approved. On November 27, 2013, SMA added two additional violations to its charges. Endesa Chile presented its defense in December 2013, partially recognizing some of these violations (which could reduce the fine by 25% in case of recognition) and contesting the remainder. On August 11, 2014, the SMA passed Resolution No. 421 that fined Endesa Chile 8,640.4 UTA for environmental non-compliances that are the subject matter of the sanction proceeding. Endesa Chile filed an illegality claim against the SMA before the Third Environmental Court of Valdivia, which on March 27, 2015 issued a ruling that partially annulled the sanctions imposed by the SMA, instructing it to consider aggravating circumstances evidenced in connection with the calculation of the fine imposed. The company filed a writ of reversal in substance before the Chilean Supreme Court, which was rejected, and the sanction imposed was confirmed. As of December 31, 2015, the amount has been paid.

4.-   On May 12, 2014, Compañía Eléctrica Tarapacá S.A., (Celta) formally filed an arbitration claim against Compañía Minera Doña Inés de Collahuasi, requesting that the Arbitration Court of Law declare that through the contracts entered into in 1995 and 2001, the parties have established a long-term contractual relation, characterized by the economic balance that there must be in their reciprocal services supplied and that, due to the above, greater costs corresponding to the investment that must be made to comply with the emission standard contained in DS (Supreme Decree) (MMA) No. 13, 2011 must be shared by the parties. Based on this, the defendant should start paying up to the maturity of the contract, a fixed monthly charge that through March 31, 2020 would amount to US$72,275,000 (approximately ThCh$51,326,814) in the aggregate for the proportional part of the investments that the defendant must pay due to the Supreme Decree mentioned above.

The claim was notified on July 3, 2014. On August 8, 2014 Collahuasi contested Celta’s claim and filed a counterclaim against Celta requesting that the Court declare that Celta has violated the prohibition to call on as precedent what was agreed to in the modifications of the 2009 supply contracts, reserving the right to discuss and prove the amount of damages. On August 26, 2014, Celta filed its response to the main claim and contested the counterclaim. On September 11, 2014, Collahuasi filed its rejoinder to the main claim and its response to the counterclaim. On October 1, 2014, Celta filed its response to the counterclaim. Additionally, the Arbitration Judge formulated a questionnaire with questions separately to each of the parties and also with common questions for both.

Once the parties responded to the questions, the arbitrator gave the parties a deadline of January 16, 2015 to contest or observe the answers provided and the documents attached specifying the contrary. The arbitrator gave the parties for their study a base for an agreement.

The management of Enersis Américas S.A. considers that the provisions recorded in the Consolidated Financial Statements are adequate to cover the risks resulting from litigation described in this Note. It does not consider there to be any additional liabilities other than those specified.

Given the characteristics of the risks covered by these provisions, it is not possible to determine a reasonable schedule of payment dates if there are any.

 

36.4 Financial restrictions

A number of the company’s loan agreements, and those of some of its subsidiaries, include the obligation to comply with certain financial ratios, which is normal in contracts of this nature. There are also affirmative

 

 

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

 

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and negative covenants requiring the monitoring of these commitments. In addition, there are restrictions in the events-of-default clauses of the agreements which require compliance.

 

  1. Cross Default

Some of the financial debt contracts of Enersis Américas and of Endesa Chile contain cross default clauses. The credit line agreements governed by Chilean law, which Endesa Chile signed in February 2013 and Enersis Américas in April 2013, stipulate that cross default arises only in the event of non-compliance by the borrower itself, with no reference made to its subsidiaries, i.e. Enersis Américas or Endesa Chile, respectively. In order to accelerate payment of the debt in these credit lines due to cross default originating from other debt, the amount overdue of a debt must exceed US$50 million, or the equivalent in other currencies, and other additional conditions must be met such as the expiry of grace periods. Since being signed, these credit lines have not been disbursed. They mature in February 2016 and April 2016, respectively. Endesa Chile’s international credit line governed by New York State law, which was signed in July 2014 and expires in July 2019, also makes no reference to its subsidiaries, so cross default arises only in the event of non-compliance by the borrower itself. For the repayment of debt to be accelerated under this facility due to cross default on another debt, the amount in default should exceed US$50 million or its equivalent in other currencies. It must also meet other conditions, including the expiration of any grace periods, and a formal notice of intent to accelerate the debt repayment must have been served by creditors representing more than 50% of the amount owed or committed in the contract. This line of credit has not currently been used.

Regarding the bond issues of Enersis Américas and Endesa Chile registered with the United States Securities and Exchange Commission (the SEC), commonly called “Yankee bonds”, a cross default can be triggered by another debt of the same company or of any of their Chilean subsidiaries, for any amount overdue provided that the principal of the debt giving rise to the cross default exceeds US$30 million or its equivalent in other currencies. Debt acceleration due to cross default does not occur automatically but has to be demanded by the holders of at least 25% of the bonds of a certain series of Yankee bonds. In addition, events of bankruptcy or insolvency of foreign subsidiaries have no contractual effects on the Yankee bonds of Enersis Américas or Endesa Chile. The Enersis Américas Yankee bonds mature in 2016 and 2026, and those of Endesa Chile do so in 2024, 2027, 2037 and 2097. For the specific Yankee Bond that was issued in April 2014 and matures in 2024, the threshold for triggering cross default increased to US$50 million or its equivalent in other currencies.

The Enersis Américas and Endesa Chile bonds issued in Chile state that cross default can be triggered only by the default of the issuer when the amount in default exceeds 3% of total consolidated assets in the case of Enersis Américas, and US$50 million or its equivalent in other currencies in the case of Endesa Chile. Debt acceleration requires the agreement of at least 50% of the holders of the bonds of a certain series.

 

  2. Financial covenants

Financial covenants are contractual commitments with respect to minimum or maximum financial ratios that the company is obliged to meet at certain periods of time (quarterly, annually, etc.). Most of the financial covenants of the Group limit the level of indebtedness and evaluate the ability to generate cash flows in order to service the companies’ debts. Various companies are also required to certify these covenants periodically. The types of covenants and their respective limits vary according to the type of debt.

The Series B2 domestic bonds of Enersis Américas includes the following financial covenants, whose definitions and calculation formulas are set out in the respective contract:

 

    Consolidated Equity: Minimum Equity must be maintained of Ch$628,570 million, a limit adjusted at the end of each year as established in the indenture. Equity is the sum of Equity attributable to the

 

 

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

 

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shareholders of Enersis Américas and minority interests. As of December 31, 2015, Enersis Américas equity was Ch$8,189,808 million.

 

    Debt Ratio: A debt ratio, defined as Total liabilities to Equity, should be no more than 2.24. Total liabilities are the sum of Total current liabilities and Total non-current liabilities, while Equity is the sum of Equity attributable to the shareholders of Enersis Américas and non-controlling interests. As of December 31, 2015, the Debt Ratio was 0.89.

 

    Unsecured Assets: The ratio of Unsecured assets to Unsecured total liabilities must be at least 1. Total Unsecured or free assets is the difference between Total assets and Total secured assets. Total unsecured or free assets consists of Total assets less the sum of Cash, Bank balances, Accounts receivable from related entities, current, Payments made in advance, current, Non-current accounts receivable from related entities, and Identifiable intangible assets, gross, while Total secured assets relates to assets pledged in guarantee. On the other hand, Total unsecured liabilities consist of the sum of Total current liabilities and Total non-current liabilities, less liabilities secured by collateral. As of December 31, 2015, this ratio was 1.88.

It is important to note that the undisbursed credit line in Chile includes other covenants such as leverage and debt repayment capacity ratios (Debt/EBITDA), while the Yankee bonds are not subject to financial covenants.

As of December 31, 2015, the most restrictive financial covenant for Enersis Américas was the Debt/EBITDA ratio with respect to local credit lines early closed on January 18, 2016.

The Endesa Chile bonds issued in Chile include the following financial covenants whose definitions and calculation formulas are established in the respective indentures:

Series H

 

    Consolidated Debt Ratio: The consolidated debt ratio, which is Financial debt to Capitalization, must be no more than 0.64. Financial debt is the sum of interest-bearing loans, current; Interest-bearing loans, non-current; Other financial liabilities, current; Other financial liabilities, non-current; and Other obligations guaranteed by the issuer or its subsidiaries; while Capitalization is the sum of Financial liabilities, Equity attributable to the shareholders of Enersis Américas and Non-controlling interests. As of December 31, 2015, the ratio was 0.19.

 

    Consolidated Equity: A minimum Equity of Ch$761,661 million must be maintained; this limit is adjusted at the end of each year as established in the indenture. Equity corresponds to Equity attributable to the shareholders of Enersis Américas. As of December 31, 2015, the equity of Endesa Chile was Ch$2,648,190 million.

 

    Financial Expense Coverage: A financial expense coverage ratio of at least 1.85 must be maintained. Financial expense coverage is the quotient between i) the gross margin plus Financial income and dividends received from associated companies, and ii) Financial expenses; both items refer to the period of four consecutive quarters ending on the quarter being reported. For the year ended December 31, 2015, this ratio was 8.21.

 

    Net Asset Position with Related Companies: A Net asset position must be maintained with related companies of no more than a hundred million dollars. The Net asset position with related companies is the difference between i) the sum of Accounts receivable from related entities, current, Accounts receivable from related entities, non-current, less transactions in the ordinary course of business at less than 180 days term, short-term transactions of associates of Endesa Chile in which Enersis Américas has no participation, and long-term transactions of associates of Endesa Chile in which Enersis Américas has no participation; and ii) the sum of Accounts payable to related entities, current; Accounts payable to related entities, non-current, less transactions in the ordinary course of business at

 

 

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

 

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less than 180 days term; short-term transactions of associates of Endesa Chile in which Enersis Américas has no participation; and long-term transactions of associates of Endesa Chile in which Enersis Américas has no participation. As of December 31, 2015, using the exchange rate prevailing on that date, the Net asset position with related companies was a negative US$341.86 million, indicating that Enersis Américas is a net creditor of Endesa Chile rather than a net debtor.

Series M

 

    Consolidated Debt Ratio: The consolidated debt ratio, which is Financial debt to Capitalization, must be no more than 0.64. Financial debt is the sum of Interest-bearing loans, current; Interest-bearing loans, non-current; Other financial liabilities, current; and Other financial liabilities, non-current; while Capitalization is the sum of Financial liabilities, Equity attributable to the shareholders of Enersis Américas and Non-controlling interests. As of December 31, 2015, the debt ratio was 0.19.

 

    Consolidated Equity: Same as for Series H.

 

    Financial Expense Coverage Ratio: Same as for Series H.

The rest of Endesa Chile’s debt and the undisbursed credit lines include other covenants such as leverage and debt coverage ratios (debt/EBITDA ratio), while the Yankee bonds are not subject to financial covenants.

In the case of Endesa Chile, the most restrictive financial covenant as of December 31, 2015 was the Debt Ratio requirement for the credit line under Chilean law, which was early closed on January 18, 2016.

In Peru, the debt of Edelnor only has one covenant, a Debt Ratio with respect to the local bonds whose final maturity is in January 2033. On the other hand, the debt of Edegel includes the following covenants: Debt Ratio and Debt Coverage (Debt/EBITDA). As of December 31, 2015, the most restrictive financial covenant for Edegel was the Debt/EBITDA ratio corresponding to the financial leasing agreement with Banco Scotiabank that expires in March 2017. Piura’s debt includes the following covenants: Debt Coverage and Level of Indebtedness. As of December 31, 2015, the most restrictive covenant on Piura debt was the indebtedness covenant from the Reserva Fría plant construction leasing agreement with Banco de Crédito del Peru which expires in June 2020.

In Brazil, the debt of Coelce includes compliance with the following covenants: Debt Coverage (Debt/EBITDA), Level of Indebtedness, and the Interest Coverage ratio (EBITDA/financial expenses). As of December 31, 2015, Coelce’s most restrictive financial covenant was the Debt/EBITDA ratio for the 3rd local bond issue with a final maturity in October 2018. The debt corresponding to Ampla includes the following covenants: Debt Coverage (the Debt/EBITDA ratio), the Indebtedness ratio and the Interest Coverage Ratio (EBITDA/financial expenses). As of December 31, 2015, the most restrictive financial covenant for Ampla was the Debt/EBITDA ratio on the loan with the Banco Nacional do Desenvolvimiento Economico e Social (“BNDES”), whose final maturity is June 2021. Cien’s debt includes covenants on Debt Coverage (Debt/EBITDA) and the Debt Ratio on a loan with BNDES maturing in June 2020. As of December 31, 2015, its most restrictive covenant was the Debt ratio.

In Argentina, Costanera has just one covenant, the maximum debt, corresponding to a loan from Credit Suisse First Boston International which matures in February 2016. The debt of El Chocón includes covenants related to Maximum Debt, Net consolidated equity, Interest Coverage, Debt Coverage (debt/EBITDA) and the leverage ratio. As of December 31, 2015, the most restrictive covenant was the leverage ratio for the syndicated loan maturing in September 2016.

In Colombia, the debt of Emgesa has only one convenant, Net Debt/EBITDA, for the loan with the Bank of Tokyo with a final maturity in June 2017. However, the obligation to comply with this covenant is subject to a downgrade in the credit rating of Emgesa that could result in losing is Investment Grade quality, as stated in the debt agreement. As of December 31, 2015, the covenant was not triggered. On the other hand, the

 

 

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

 

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debt of Codensa is not subject to compliance with financial covenants, a situation that also applies to the debt of the rest of the companies not mentioned in this note.

Lastly, in most of the contracts, debt acceleration for non-compliance with these covenants does not occur automatically but is subject to certain conditions, such as a cure period.

As of December 31, 2015 and 2014, neither Enersis Américas nor any of its subsidiaries were in default under their financial obligations summarized here or other financial obligations whose defaults might trigger the acceleration of their financial commitments, with the exception of our Argentine generation subsidiaries Hidroeléctrica El Chocón at the close of December 2014.

This situation does not represent a risk of cross default or a breach for Enersis Américas.

As of December 31, 2015, all assets and liabilities related to the distribution business and the generation and transmission business in Chile has been classified as non-current assets held for distribution to owners (See Note 5.1).

 

36.5 Other Information

Central Costanera S.A.

- On July 17, 2015, and in force as of the economic transactions corresponding to February 2015, Resolution S.E. Nº 482/2015 was enacted which, among other aspects updated the remuneration of the MEM’s generating agents of thermal conventional type or hydraulic national (with the exception of the hydraulic bi-national), replacing to this end Schedules I, II, III, IV and V of Resolution S.E. Nº 529/14, and including a new remuneration concept that is the Investment Writ FONINVEMEM 2015-2018, which application is from February 2015 until December 2018, for those generating companies participating in investment projects approved or to be approved by the Secretary of Energy. In this sense, each generation unit built within the framework of the FONINVEMEM 2015-2018 investments is granted a Direct FONINVEMEM 2015-2018 Remuneration equal to 50% the Direct Additional Remuneration for a period of up to 10 years from its commercial implementation.

On June 5, 2015, our generating subsidiaries in Argentina entered into the “Agreement of Management and Operation of Projects to Increase the Availability of Thermal Generation and Adjustment of the Generation Remuneration 2015-2018”, hereinafter FONINVEMEM 2015-2018, and adhered to all the terms established in such agreement on July 2, 2015. Adhering includes the irrevocable commitment to participate in the formation of FONINVEMEM 2015-2018, undertaking according to point 3.2.v of the Agreement to contribute with the Sales Statements with a Maturity to be defined (LVFVD) and/or Collectibles accrued or to be accrued during the entire period between February 2015 and December 2018 not previously committed to similar programs, together with all unused Collectibles. Both the Secretary of Energy and the generating agents that adhered to the Agreement maintain the right to consider this Agreement lawfully terminated if during the 90 days indicated in point 9 of the Agreement the corresponding supplementary agreements are not entered into.

By adhering to such Agreement generating companies will participate, together with other Generating Agents, in the construction of a Combined Cycle of about 800 MW +/- 15%, which shall generate both with natural gas and with gasoil and biodiesel. The new combined cycle will be subject to a bidding in order to be implemented no longer than 34 months after the work is granted.

Notwithstanding the above, our subsidiary in Argentina Central Costanera still shows a deficit in its working capital, causing difficulties to its financial balance in the short term which compromise its future capability to continue operating as a company and to recover assets. Central Costanera expects to revert the current situation provided that there is a favorable resolution on the requests made to the National Government of Argentina.

 

 

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

 

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- On March 18, 2015, the Undersecretary of Electric Energy issued its Note SS.EE. 476/2015, which establishes the procedure to coordinate the remuneration according to Resolution SE Nº 95/2013 and the Availability Agreements for Combined Cycles and Turbosteam entered into between Central Costanera and CAMMESA, as from February 2014. As established in the above, Central Costanera shall temporarily relinquish to receive the Additional Remuneration Trust established Res. SE. Nº 95/2013, its amendments and supplements which were already undertaken, as well as the Remuneration for Non Recurrent Maintenance as established in Res. SE Nº 529/2014, its amendments and supplements.

The procedure implies the reversal of the deductions made and applied to the Company as established in notes S.E. Nº 7594/2013 and Nº 8376/2013, as from the validity of this standard. Since the economic transaction in the month of January, 2015, the concepts relinquished by the Company shall be applied to the compensation funds transferred by CAMMESA to the Company as of that date to perform the tasks provided for in the agreements. In case the amount accrued for this concept it not enough to offset the total funds transferred by CAMMESA to the Company, they shall be accrued in a special account “Available Agreements Account”. In order to materialize the conditions established above, the Company and CAMMESA should enter into the corresponding addendum to the agreements.

On July 3, 2015, the Company entered into the addendum with CAMMESA to the Availability Agreements for Combined Cycles and Turbosteam. These Agreements regulations plus the amendments introduced by the addendum regulate the agreement between the parties and they shall be understood as entirely valid until the validity term established in such agreements expires.

As a consequence of the above, during the fiscal year 2015 a decrease of Ch$1,021 million was recognized in the revenues for sales and other operational income / expense of Ch$4,193 million.

On November 25, 2010, our principal generating subsidiaries in Argentina, Endesa Costanera, El Chocón and DockSud, entered into the “Agreement of Management and Operation of Projects to Increase the Availability of Thermal Generation and Adjustment of the Generation Remuneration 2008-2011” (the “Agreement”) with the Argentine Secretary of Energy. Under this Agreement, our subsidiaries were required to contribute their receivables from uncollected energy sales, known as Sales Settlements with Unspecified Due Dates (“LVFVD” in its Spanish acronym), between January 2008 and December 2011 to a trust for the construction of new generation plants. These receivables would be paid once the applicable tax rate defined in Article 3 of SE Resolution No. 406/03 is applied and converted into U.S. dollars (or “dollarized”) at the exchange rate of the date on which the Agreement was executed and would be repaid in 120 equal monthly installments starting with the first day of commercial operations with interest at a rate of 30-day LIBOR plus 5%.

Under an agreement dated May 11, 2011, the generating companies organized Central Vuelta de Obligado S.A. (“VOSA”), with an initial capital of Ar$ 500 thousand.

On October 24, 2012, VOSA entered into a turnkey contract for the supply and construction of the VOSA power plant with General Electric International Inc. and General Electric International Inc. Argentina branch (collectively, “GE”). On August 26, 2013, GE and the VOSA power plant trust amended the turnkey contract to provide for the supply, construction, start of operations and maintenance of a combined-cycle plant.

During the second half of 2015, after having finalized the corresponding tests, the operations of an open-cycle power plant with two gas turbine units of 270 MW each started. After several delays in the construction, the combined-cycle plant is expected to be completed in the forthcoming months, following a settlement agreement reached with GE.

According a recent technical report issued by VOSA in December 2015, the gas turbines of the open-cycle power plant had passed all the operational tests and their operating performance was outstanding. At 2015 year end it only remained pending a few components and equipment to be imported in order to finish the

 

 

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

 

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second stage of the construction (combined-cycle power plant). Therefore, the Company concluded that it was virtually certain the whole project was to be fully completed.

Therefore, given the certainty that the combined-cycle will be operational in the near future, the Company concluded that recognition of the asset was appropriate because it was probable that the future economic benefits would flow to the entity.

In this sense, the Company recorded the effects of the dollarization of the LVFVD obligations in 2015. The income recorded was related to the following concepts:

 

    An update for the dollarization of the LVFVD obligations considering the exchange rate applicable at the date of the Agreement for a total of ThCh$ 141,559,960.

 

    Accrued interest on the dollarized LVFVD obligations, after the addition of interest rates referred to above, at a 30-day LIBOR rate plus 5%, amounting to ThCh$ 57,079,871.

- On July 25, 1990, the Italian Government authorized MedioCredito Centrale to grant a financial loan to the Government of the Republic of Argentina of up to US$ 93,995,562 aimed to finance the acquisition of assets and the delivery of services of Italian origin, used in the restoration of four groups at the thermal station owned by Servicios Eléctricos del Gran Buenos Aires (“SEGBA”) (Electric Services for Great Buenos Aires). This credit financed the acquisition of assets and services included in the Work Order Nº 4322 (the “Order”) issued by SEGBA in favor of a consortium headed by Ansaldo S.p.A. from Italy.

According to the terms of the “Contract related to the Work Order Nº 4322”: (i) SEGBA granted to Central Costanera S.A. a power to manage the execution of the services contained in the Order, and it performed the works and services that according to the Order corresponded to SEGBA; and (ii) Central Costanera S.A. undertook to pay to the Secretary of Energy of the Nation (the “Secretary of Energy”) the capital instalments plus interests originated by the loan granted by MedioCredito Centrale, at an annual rate of 1.75% (the “Contract”).

As a collateral for the compliance with the economic obligations undertaken by Central Costanera S.A., the buyers set up a pledge over the total shares owned by them. In the event of non-compliance which provokes the execution of the collateral, the Secretary of Energy will be entitled to immediately proceed with the sale of the pledged shares through a public bid, and it could exercise the political rights corresponding to the pledged shares.

By reason of application of Law Nº 25.561, Decree Nº 214/02 and its regulatory stipulations, the payment obligation by Central Costanera S.A. resulting from the Contract and subject to the Argentinian legislation was mandatorily converted into pesos, at a ratio of one peso equivalent to one dollar of the United States, plus the application of the stabilization reference coefficient (“CER”), maintaining the original interest rate of the obligation.

On January 10, 2003, the National Executive Power enacted Decree Nº 53/03 which amended Decree Nº 410/02 by incorporating a paragraph j) in its first article. By means of this standard, the obligation to deliver funds in foreign currency to the province states, municipalities, companies of the public and private sector and the National Government originated by subsidiary or other nature loans and guarantors originally financed by multilateral credit organizations, or originated by liabilities assumed by the National Treasury and refinanced with external creditors is exempt from the mandatory conversion into pesos.

Central Costanera S.A. considers that the loan resulting from the Contract does not match with any of the assumptions provided for in Decree Nº 53/03, and even if it did, there are solid grounds to consider Decree Nº 53/03 unconstitutional since it evidently violates the principle of equality and the right of property as established in the National Constitution.

On May 30, 2011, the Company repaid the last instalment of the loan’s capital and notified this fact to the Secretary of Energy and to the Secretary of Finance and, even if as of the date of these financial statements the Secretary of Energy has not made any claim for the payments effected by Central Costanera S.A., on

 

 

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

 

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October 22, 2015 we received a letter from the Secretary of Finance – Directorate for the Administration of the Public Debt, which indicates that the Ministry of Economy and Public Finance included the balance of the debt for the financial credit with MedioCredito Centrale in the agreement entered into with the Club of Paris creditors on April 30, 2014. According to the letter, the Secretary also claims from Costanera the reimbursement of US$5,472,703.76 without providing grounds for such request.

As a result, Costanera rejected the indicated requirement indicating, among other, that (i) it does not have a debt related to the Contract since on May 30, 2011, the Company repaid the last instalment of it and notified such circumstance to the Secretary of Energy and to the Secretary of Finance, (ii) the creditor has not expressed any caution to the Contract payments derived from the mandatory conversion into pesos imposed by the Argentinian legislation, and (iii) notwithstanding the fact that the Company does not acknowledge the terms of the agreement entered into with the Club of Paris creditors, the decisions of the Argentinian Government regarding the debt with such organization are unrelated to the Company.

The Secretary of Finance, due to the rejection from Costanera, submitted the DADP Note No. 2127/2015 attaching Resolution DGAJ No. 257501 from the Ministry of Economy and Public Finance, insisting in the existence of the debt and requesting the Company to pay the claimed amounts. The Company filed a hierarchy appeal so as to the Minister of Economy and Public Finance revoke the petition of the note due to lack of legitimacy.

Edesur S.A.

On March 11, 2015, the Secretary of Energy issued Resolution No. 32/2015, which among other things: (i) approves a transitory revenue increase for Edesur with validity as from February 1, 2015 exclusively to pay for the energy acquired from the electricity market, salaries and assets and services supply; such increase, on account of the Integral Tariff Review (RTI), which to date has not been defined, arises from the difference between a theoretical tariff framework and the tariff framework in force for each category of user, according to the calculations of the Ente Nacional Regulador de la Electricidad (ENRE), which increase shall not be converted into tariff but will be covered by means of transfers from CAMMESA to Edesur with funds of the Argentine National Government; (ii) provided that as from February 1, 2015 the funds of the Program for Rational Use of Electric Energy (PUREE) shall be considered part of Edesur’s revenues, also on account of the RTI; (iii) confirms the procedure of the Cost Monitoring Mechanism (MMC) until January 31, 2015; and (iv) instructs CAMMESA to issue LVFVD in the amounts determined by the ENRE by virtue of the higher salary costs of the Company originated by the application of Resolution No. 836/2014 of the Secretary of Labor. In addition, Resolution No. 32/2015 allows for payment of remaining balances in favor of the Wholesale Electricity Market (MEM) by means of a payment plan to be defined and instructs ENRE to initiate actions prior to the RTI process. As a consequence of the above, during the year ended December 31, 2015, revenues were recognized for Ch$ 352,108 million, which are presented in the statement of comprehensive income as follows: for item (i), Ch$ 264,987 million in the line item “Other operating income” and Ch$ 644 million in the line “Financial income”; for item (ii), Ch$ 33,972 million within “Revenues” (Energy Sales); and for items (iii) and (iv), Ch$ 52,505 million in “Other operating income”. Although Resolution SE No. 32/2015 represents a first step towards the improvement of the Edesur’s economic situation, investments will continue being financed through agreements with CAMMESA, as mechanisms allowing for repayment of the remaining balances in favor of the MEM have not been developed, and increases in revenues that contemplate future increases in the operational costs have not as yet been approved.

On the other hand and regarding the above, on June 29, 2015 the SE released its Note N° 1,208 by which it instructs CAMMESA on the method to calculate the debts maintained by Edesur with the MEM for the economic transaction of energy accrued as of January 31, 2015 and their offsetting with the credits arising from the application of the MMC. As a result, during the year ended December 31, 2015 net financial

 

 

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

 

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income was recognized amounting to Ch$27,216 million. As of the date of these financial statements the indicated instructions is being implemented.

In accordance with Article 5 of Resolution No. 32/2015, the transitory increase approved was subsequently updated through Notes SE No. 2097 and 2157, on November 12 and 16 of 2015, respectively, as a result of the periodic monitoring performed by the ENRE over the operational cost trends of the Company.

Likewise, Edesur requested to the ENRE, the modification of the tariff table in the terms established in Articles No. 46 and 47 of Law 24,065 in order to reflect the amounts imposed of by Resolution of the Secretary of Labor (ST) No. 1906/2012 and the minute of meeting subscribed on February 26, 2013 with the national authorities and the Ministry of Labor, which defined the increases in the remuneration requested by the “Luz y Fuerza” Union for its own employees and those of the subcontractors. The ENRE rejected both requests; however, stated to intervene with the SE in the terms established in Resolution MPFIPyS No. 2000/2006, which is still pending of notice.

Lastly, on December 16, 2015, the new national authorities declared through Decree 134/2015, the emergency at the National Electrical Sector effective until December 31, 2017. The Decree instructed to the Ministry of Energy and Mining to elaborate and implement an action plan with the necessary activities for the generation, transmission and distribution segments within national jurisdiction, aimed to adapt the quality and safety of the energy supply and to ensure the rendering of electrical public services under appropriate technical and economic conditions.

The delay in compliance with certain milestones established in the Agreement Act had an impact in the liquidity ratio. The Company believes that the adverse effects as a result of the lack in timely application of the rights for adjustment in its revenues will be reversed with the tariffs resetting.

- On July 12, 2012, the E.N.R.E. through Resolution N° 183/2012 appointed Luis Miguel Barletta as observer in Edesur, in charge of overseeing and controlling the current administrative actions and delivery related to the normal service rendering by the Company. The appointed observer would be in office for a 45-day renewable term. On July 20, 2012 the Company filed a writ of reconsideration with appeal against Resolution E.N.R.E. Nº 183/2012. The same has rejected the grounds of the Resolution, stating and showing the financial and economic constraints to which Edesur has been subject for years by the E.N.R.E. and other authorities due to their denial to reflect in tariffs the greater costs or the values that must derive from an integral tariff review, or to offer other revenues for the service. The observer function was extended by means of Resolutions E.N.R.E. Nº 246/2012, N° 337/2012 and N° 34/2013, the Decision E.N.R.E. N° 25/2013, Resolution E.N.R.E. N° 243/13 and the Decision E.N.R.E. N° 2/2014 dated January 9, 2014, that extends such appointment for another 90 administrative working days, extendable. On January 30, 2014 the E.N.R.E. issues Resolution N° 31/2014 which given the new Board of Directors at the entity that appointed the engineer Ricardo Alejandro Martínez Leone as Chairman, also appoints the latter as observer at Edesur, in replacement of engineer Luis Miguel Barletta, for a 90 administrative working day term, extendable. The Decision E.N.R.E. N° 36/2014, dated June 17, 2014, extends for another 90 administrative working day term, extendable the appointment of engineer Martínez Leone as observer at Edesur. Decision E.N.R.E. N° 244/2014, dated September 3, 2014 appoints the accountant Rubén Emilio Segura to replace the engineer Martínez Leone as observer at Edesur, for a 90 administrative working day term, extendable. On April 22, 2015 the E.N.R.E. released Resolution N° 128/2015 extending such appointment for 90 administrative working day term. The writ of reconsideration and appeal filed against the mentioned resolution is maintained and extends to the resolutions by which the effects of the observer were extended.

On January 25, 2016, the Ministry of Energy and Mining (“MEyM” in its Spanish acronym) issued Resolution No. 6/2016 which approved the Summer Quarterly Re-scheduling (“Reprogramación Trimestral de Verano”) applicable to the Wholesale Electricity Market (“MEM” in its Spanish acronym) and established the seasonal reference prices for energy and capacity for the February-April 2016 period.

Additionally, in order to move towards proper management of demand through incentives for saving and

 

 

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

 

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rational use of electricity of residential end users (“Plan Estímulo”), implemented through the MEM, an incentive system that will result in a mechanism of decreasing energy prices as counterpart of the effort of each residential user to reduce unnecessary consumption, which will be determined by comparing the monthly energy consumption with the one recorded in the same month of 2015.

Moreover, given the social significance of the electricity service, the previously mentioned Resolution defines an energy volume at a price named Social Tariff (“Tarifa Social”), to be transferred at a minimum price to those included in the population of end users who, based on the criteria of classification communicated by the Ministry of Social Development of the Nation (“Ministerio de Desarrollo Social de la Nación”), lacks sufficient payment capacity to afford the general established prices.

Access to reduced wholesale prices for Social Tariff and incentive for saving are subject to the compliance with, in the case of distribution companies, the payment obligations in the MEM due from the effective date of this Resolution. Likewise, those distribution companies with outstanding debts with CAMMESA as of issuance date of the Resolution, as in the case of Edesur, shall agree to, in no less than 30 business days, a payment plan for the past due debt and, also, to ensure payment of its purchases in the MEM through transferring its accounts receivables or other equivalent alternative mechanism at CAMMESA’s satisfaction, so as to ensure both the collection on current billing and the payment of the installments in the agreement to sign related to the past due debt.

As of the date of issuance of these financial statements, the Company is assessing the effects of Resolution MEyM No. 6/2016.

Subsequently, on January 27, 2016, it was issued Resolution MEyM No. 7/2016 instruction E.N.R.E. to:

i. Adjust the VAD in the tariff tables of the Company, on account of the RTI within the framework of the Transitional Tariff Regime established in the Agreement Act (“Acta Acuerdo”).

ii. Apply a Social Tariff to the population of end users resulting from the application of certain eligibility criteria, namely: be a retiree or pensioner for an amount equivalent to twice minimum salary; employed persons in a dependency relationship earning a gross remuneration lower or equal to two minimum salaries; be beneficiary in social programs; be enrolled in the Social Monotributo Regime; be incorporated in the Social Security Special Regime for domestic service workers; receiving unemployment insurance; or have a disability certificate, being excluded from the benefit those owners of more than real estate, motor vehicles whose models are up to 15 years old, or luxury aircrafts and boats.

iii. Include in the tariff tables the saving of electrical energy plan as stated in Resolution MEyM No. 6/2016.

iv. Carry out all necessary activities to proceed to the RTI, which must be effective before December 31, 2016.

In order for users to improve their household finances, the ENRE shall have the necessary means in terms of implementing the monthly payments for the distribution public service rendered by the Company.

Furthermore, Resolution MEyM N° 7/2016 annulled the Energy Efficiency Program (“PUREE” in its Spanish acronym) from the effective date of the new tariff values and will cease the application of the planned projects financing mechanism by mutual loans with CAMMESSA.

Finally, the Resolution established that the dividend distribution must agree the Agreement Act, which subordinate to verification from the ENRE of compliance with the investment plan.

 

 

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

 

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Centrales Hidroeléctricas de Aysén, S.A.

In May, 2014, the Committee of Ministers revoked the Environmental Qualification Resolution (RCA) of Hidroaysén project in which our subsidiary, Endesa Chile, participates by accepting some of the claims filed against this project. It is of public knowledge that this decision was resorted before the environmental courts of Valdivia and Santiago. On January 28, 2015, it was made public that the water rights request made by Centrales Hidroeléctricas de Aysén S.A. (hereinafter “Hidroaysén”) had been partially denied in 2008. Endesa Chile has expressed its intention to thrive at Hidroaysén the defense for water rights and the environmental qualification granted to the project in the corresponding instances, continuing with the judicial actions already started or implementing new administrative or judicial actions that are necessary to this end, and it maintains the belief that hydric resources of Aysén region are important for the energy development of the country. Nevertheless, given the current situation, there is uncertainty on the recovery of the investment made so far at Hidroaysén, since it depends both from judicial decisions and from definitions in the energy agenda which cannot be foreseen at present, consequently the investment is not included in the portfolio of Endesa Chile’s immediate projects. Consequently, at closing of Fiscal Year 2014, Endesa Chile recorded a provision for impairment of its participation in Hidroaysén S.A. amounting to Ch$ 69,066 million (approximately US$ 121 million). See note 14.1.a). The financial and accounting effects for Enersis Américas of the impairment provision at Endesa Chile for its ownership interest in Hidroaysén resulted into a charge against net income from discontinued operations of Ch$ 41,426 million (approximately US$ 73 million).

37. PERSONNEL FIGURES.

Enersis Américas personnel, including that of subsidiaries and jointly-controlled companies in the five Latin American countries where the Group is present, is distributed as follows as of December 31, 2015 and 2014:

 

     12-31-2015         

Country

   Managers
and Main
Executives
     Professionals
and
Technicians
     Workers
and
Others
     Total      Average for
the Period
 

Chile

     68         1,911         266         2,245         2,364   

Argentina

     46         3,609         1,168         4,823         4,724   

Brazil

     26         2,174         459         2,659         2,686   

Peru

     42         889         —           931         941   

Colombia

     36         1,480         28         1,544         1,633   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     218         10,063         1,921         12,202         12,348   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     12-31-2014         

Country

   Managers
and Main
Executives
     Professionals
and
Technicians
     Workers
and
Others
     Total      Average for
the Period
 

Chile

     101         2,113         310         2,524         2,503   

Argentina

     29         3,335         1,109         4,473         4,223   

Brazil

     28         2,395         272         2,695         2,648   

Peru

     18         792         141         951         944   

Colombia

     34         1,568         30         1,632         1,613   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     210         10,203         1,862         12,275         11,931   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

It is important to note that Enersis Américas’ operations in Chile, beginning on February 1, 2016, are part of the new company named Enersis Chile (See Note 3.k, 5.1 and 41), which is being held for distribution to owners.

 

 

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

 

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38. SANCTIONS.

There are no sanctions that could materially affect the financial statements for the years ended December 31, 2015, 2014 and 2013.

39. ENVIRONMENT.

Environmental expenses for the years ended December 31, 2015, 2014 and 2013, are as follows:

 

Company

Incurring the

Cost

  Project  

Description

  Project
Status
  12-31-2015
ThCh$
    12-31-2014
(As
adjusted)(*)

ThCh$
 
        Costs
incurred
    Capitalized
Cost
    Expense
amount
    Costs to be
incurred in
the future
    Estimate
date of
incurring
cost
    Total
Expenditures
    Costs
incurred
prior period
 

EMGESA

  El Quimbo hydro
electrical plant project
  Environmental management - El Quimbo plant construction   In progress     135,659        135,659        —          —          —          135,659        —     
  Environmental
resource management
HIDRA
  Plants environmental resource management   In progress     45,987,062        45,987,062        —          72,259,750        12-31-2020        118,246,812        45,490,454   

EDEGEL

  Preventing activities   Biodiversity protection, sewage water treatment   Finalized     100,570        —          100,570        —          12-31-2015        100,570        76,405   
  Environmental
monitoring
  Air and climate protection, noise reduction, protection from radiation   Finalized     205,882        —          205,882        —          12-31-2015        205,882        156,570   
  Waste management   Hazardous waste management   Finalized     189,528        —          189,528        —          12-31-2015        189,528        206,909   
  Environmental studies   Enviromental studies   Finalized     21,373        —          21,373        —          12-31-2015        21,373        16,722   
  Mitigation and
restoration
  Soil and water protection and recovery   Finalized     2,549        —          2,549        —          12-31-2015        2,549        8,045   
  Impact compensations   Compensations, increasing gardens   Finalized     144,590        —          144,590        —          12-31-2015        144,590        6,823   

CHINANGO

  Preventing activities   Biodiversity protection, sewage water treatment   Finalized     71,560        —          71,560        —          12-31-2015        71,560        5,974   
  Landscaping and
gardens
  Gardens, landscaping and fauna maintenance   Finalized     8,487        —          8,487        —          12-31-2015        8,487        5,935   
  Environmental
monitoring
  Air and climate protection, noise reduction, protection from radiation   Finalized     277,223        —          277,223        —          12-31-2015        277,223        239,904   
  Waste management   Hazardous waste management   Finalized     34,960        —          34,960        —          12-31-2015        34,960        31,460   
  Environmental studies   Enviromental studies   Finalized     19,703        —          19,703        —          12-31-2015        19,703        5,229   

EDESUR

  Contaminating
material
  Contaminating material management   In progress     44,281        —          44,281        —          —          44,281        18,018   
  Transformers
recovery
  Project to invest in environment   In progress     30,005        30,005        —          —          —          30,005        —     

CODENSA

  PCBS dismantling   Dismantling transformers with PCb residues   In progress     489,659        489,659        —          —          —          489,659        811,655   
  Nueva Esperanza
archaeological rescue
  Environmental compensation for construction of Nueva Esperanza substation   Finalized     458,328        458,328        —          —          12-31-2015        458,328        1,933,259   
  Nueva esperanza
environmental
compensation
  Rescue of archaeological B.C. remains of culture Herrera at substation Nueva Esperanza construction site.   In progress     432,514        432,514        —          —          —          432,514        —     
       

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total

          48,653,933        47,533,227        1,120,706        72,259,750          120,913,683        49,013,362   
       

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

(*) See Note 5.1.II.iii

 

 

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

 

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Company

Incurring the

Cost

  Project    

Description

  Project
Status
  12-31-2014
(As adjusted)(*)
ThCh$
    12-31-2013
(As
adjusted)(*)

ThCh$
 
        Costs
incurred
    Capitalized
Cost
    Expense
amount
    Costs to be
incurred in
the future
    Estimate
date of
incurring
cost
    Total
Expenditures
    Costs
incurred
prior period
 

EMGESA

   
 
El Quimbo hydro
electrical plant project
  
  
  Environmental management - El Quimbo plant construction   In progress     38,445,602        38,445,602        —          7,044,852        31-12-2015        45,490,454        —     
   
 
 
Environmental
resource management
HIDRA
  
  
  
  Plants environmental resource management   In progress     389,008        389,008        —          —          —          389,008        —     

EDEGEL

   
 
Environmental
monitoring
  
  
  Biodiversity protection, sewage water treatment   Finalized     156,570        —          156,570        —          31-12-2014        156,570        74,967   
    Waste management      Hazardous waste management   Finalized     206,909        —          206,909        —          31-12-2014        206,909        160,183   
   
 
Environmental
studies
  
  
  Environmental studies   Finalized     16,722        —          16,722        —          31-12-2014        16,722        56,975   
   
 
Mitigation and
restoration
  
  
  Soil and water protection and restoration   Finalized     8,045        —          8,045        —          31-12-2014        8,045        —     
   
 
Impact
compensations
  
  
  Compensations, increasing gardens   Finalized     6,823        —          6,823        —          31-12-2014        6,823        —     
   
 
Landscaping and
gardens
  
  
  Gardens, landscaping and fauna maintenance   Finalized     177,830        —          177,830        —          31-12-2014        177,830        —     
    Preventing activities      Biodiversity protection, sewage water treatment   Finalized     76,405        —          76,405        —          31-12-2014        76,405        125,841   

CHINANGO

    Preventing activities      Biodiversity protection, sewage water treatment   Finalized     5,974        —          5,974        —          31-12-2014        5,974        —     
   
 
Landscaping and
gardens
  
  
  Gardens, landscaping and fauna maintenance   Finalized     5,935        —          5,935        —          31-12-2014        5,935        —     
   
 
Environmental
monitoring
  
  
  Air and climate protection, noise reduction, protection from radiation   Finalized     239,904        —          239,904        —          31-12-2014        239,904        —     
    Waste management      Hazardous waste management   Finalized     31,460        —          31,460        —          31-12-2014        31,460        —     
   
 
Environmental
studies
  
  
  Enviromental studies   Finalized     5,229        —          5,229        —          31-12-2014        5,229        —     
   
 
Mitigation and
restoration
  
  
  Soil and water protection and recovery   Finalized     4,398        —          4,398        —          31-12-2014        4,398        —     
   
 
Impact
compensations
  
  
  Compensations, increasing gardens   Finalized     49,390        —          49,390        —          31-12-2014        49,390        —     

EDESUR

   
 
Contaminating
material management
  
  
  Contaminating material management   In progress     18,018        —          18,018        —          —          18,018        —     

CODENSA

 

    PCBS dismantling      Dismantling transformers with PCb residues   In progress     811,655        —          811,655        —          —          811,655        —     
   
 
Nueva Esperanza
archaeological rescue
  
  
  Rescue of archaeological B.C. remains of culture Herrera at substation Nueva Esperanza construction site.   In progress     1,933,259        1,933,259        —          —          —          1,933,259        —     
       

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total

          42,589,136        40,767,869        1,821,267        7,044,852          49,633,988        417,966   
       

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

(*) See Note 5.1.II.iii

 

 

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

 

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40. FINANCIAL INFORMATION ON SUBSIDIARIES, SUMMARIZED.

As of December 31, 2015 and 2014, summarized financial information of our principal subsidiaries prepared under IFRS is as follows:

 

    12-31-2015  
    Type of
Financial
Statements
  Current
Assets

ThCh$
    Non-current
assets

ThCh$
    Total Assets

ThCh$
    Current
Liabilities

ThCh$
    Non-current
liabilities

ThCh$
    Equity
ThCh$
    Total
Liabilities
and Equity
ThCh$
    Revenue
ThCh$
    Raw materials
and
consumables
used

ThCh$
    Contribution
Margin

ThCh$
    Gross
operating
income
ThCh$
    Operating
income

ThCh$
    Financial
results

ThCh$
    Income before
taxes

ThCh$
    Income taxes
ThCh$
    Gain (loss)
ThCh$
    Other
comprehensive
income
ThCh$
    Total
Comprehensive
Income
ThCh$
 

Continuing Operations:

                                     

Inversiones Distrilima S.A.

  Separate     18,246,316        50,156,404        68,402,720        325,792        —          68,076,928        68,402,720        —          —          —          (5,028     (5,028     959,095        21,003,199        (266,930     20,736,269        1,311,144        22,047,413   

Empresa de Distribución Eléctrica de Lima Norte S.A.A.

  Separate     98,125,347        675,858,105        773,983,452        192,215,161        269,823,997        311,944,294        773,983,452        562,046,426        (379,015,102     183,031,324        138,377,938        107,705,092        (16,772,560     91,535,126        (27,924,718     63,610,408        6,877,338        70,487,746   

Endesa Argentina S.A.

  Separate     1,814,204        32,328,045        34,142,249        616,318        —          33,525,931        34,142,249        —          —          —          (64,074     (64,074     1,023,419        959,344        (336,372     622,972        (10,352,540     (9,729,568

Central Costanera S.A.

  Separate     27,559,412        142,918,106        170,477,518        102,001,988        53,611,202        14,864,328        170,477,518        100,856,664        (4,598,130     96,258,534        41,604,328        20,372,179        (24,944,190     (4,012,455     3,013,645        (998,809     (4,729,767     (5,728,576

Hidroeléctrica El Chocón S.A.

  Separate     44,240,854        240,460,115        284,700,969        71,433,902        63,908,193        149,358,874        284,700,969        40,004,655        (4,574,336     35,430,319        28,820,101        27,009,175        141,308,348        169,850,815        (59,047,935     110,802,880        (44,667,506     66,135,374   

Emgesa S.A. E.S.P.

  Separate     172,918,511        1,803,546,987        1,976,465,498        349,736,334        831,187,906        795,541,258        1,976,465,498        778,768,426        (321,664,855     457,103,571        412,046,148        372,828,429        (39,872,136     332,845,961        (120,949,697     211,896,264        (91,252,276     120,643,988   

Generandes Peru S.A.

  Separate     1,945,582        225,170,087        227,115,669        1,364,513        —          225,751,156        227,115,669        —          —          —          (32,396     (32,396     172,406        42,094,142        (50,002     42,044,140        4,890,902        46,935,042   

Edegel S.A.A.

  Separate     111,421,412        723,995,979        835,417,391        117,775,269        188,814,672        528,827,450        835,417,391        343,761,564        (143,234,611     200,526,953        164,344,988        116,593,374        (9,260,148     122,550,483        (31,389,446     91,161,037        4,059,334        95,220,371   

Chinango S.A.C.

  Separate     7,647,526        112,688,111        120,335,637        8,369,365        40,621,719        71,344,553        120,335,637        39,114,967        (8,235,270     30,879,697        26,280,972        23,095,212        (1,057,861     22,037,351        (6,827,262     15,210,089        (708,295     14,501,794   

Enel Brasil S.A.

  Separate     110,127,302        736,398,772        846,526,074        51,310,987        15,859,063        779,356,024        846,526,074        —          —          —          (21,299,668     (21,417,232     26,840,323        122,982,000        (8,959,080     114,022,920        (194,845,796     (80,822,876

Central Generadora Termoeléctrica Fortaleza S.A.

  Separate     36,820,903        114,401,115        151,222,018        35,746,585        638,562        114,836,871        151,222,018        159,051,928        (111,228,593     47,823,335        40,544,633        34,866,986        3,245,644        38,112,630        (13,299,903     24,812,727        (26,130,490     (1,317,763

Centrais Elétricas Cachoeira Dourada S.A.

  Separate     43,483,356        77,906,552        121,389,908        33,306,336        3,370,881        84,712,691        121,389,908        91,563,206        (17,395,858     74,167,348        66,975,312        61,972,753        3,514,857        65,487,610        (22,519,731     42,967,879        (13,348,590     29,619,289   

Compañía de Interconexión Energética S.A.

  Separate     29,310,056        185,030,817        214,340,873        57,239,098        30,170,820        126,930,955        214,340,873        55,533,872        (3,125,790     52,408,082        45,152,292        34,319,511        15,559,865        49,879,377        (17,387,165     32,492,212        (27,600,284     4,891,928   

Compañía de Transmisión del Mercosur S.A.

  Separate     13,944,906        934,689        14,879,595        10,880,864        17,896,009        (13,897,278     14,879,595        1,644,146        —          1,644,146        922,095        770,315        (17,579,292     (16,801,955     (998,283     (17,800,238     4,199,017        (13,601,221

Compañía Energética Do Ceará S.A.

  Separate     267,538,669        569,364,164        836,902,833        219,528,371        223,842,286        393,532,176        836,902,833        810,184,252        (581,689,470     228,494,782        136,443,771        100,911,453        (12,650,857     85,012,938        (12,997,078     72,015,860        (97,029,555     (25,013,695

EN-Brasil Comercio e Servicios S.A.

  Separate     2,673,792        1,448,487        4,122,279        3,234,058        —          888,221        4,122,279        5,603,633        (3,041,559     2,562,074        (614,126     (782,696     136,846        (645,849     (735,808     (1,381,657     (163,062     (1,544,719

Ampla Energía E Servicios S.A.

  Separate     385,803,702        1,016,536,280        1,402,339,982        333,276,269        608,907,379        460,156,334        1,402,339,982        1,026,680,070        (804,701,402     221,978,668        93,688,470        26,422,575        (35,938,130     (13,026,593     2,147,615        (10,878,978     (139,016,506     (149,895,484

Compañía Distribuidora y Comercializadora de Energía S.A.

  Separate     207,553,184        841,585,897        1,049,139,081        247,749,853        281,940,697        519,448,531        1,049,139,081        884,467,266        (500,570,712     383,896,554        295,143,439        235,587,544        (27,459,741     207,999,316        (84,883,205     123,116,111        (61,679,252     61,436,859   

Inversora Codensa S.A.

  Separate     491        63        554        3        —          551        554        —          —          —          (189     (189     —          (189     (9     (198     (91     (289

Empresa Distribuidora Sur S.A.

  Separate     191,441,460        443,412,232        634,853,692        431,630,045        174,966,573        28,257,074        634,853,692        607,344,916        (157,387,237     449,957,679        119,294,227        103,775,386        (3,942,519     99,980,518        (463,471     99,517,047        (8,266,492     91,250,555   

Generalima, S.A.C.

  Separate     5,697,317        50,472,490        56,169,807        20,328,170        8,150,819        27,690,818        56,169,807        —          —          —          (375,459     (376,682     (2,233,357     (412,472     (285,187     (697,659     727,779        30,120   

Endesa Cemsa, S.A.

  Separate     22,954,619        91,195        23,045,814        21,098,368        —          1,947,446        23,045,814        2,269,586        (1,017,940     1,251,646        (1,206,493     (1,255,814     897,816        (357,998     (1,466,245     (1,824,243     (626,380     (2,450,623

Grupo Dock Sud, S.A.

  Consolidated     46,722,732        126,188,103        172,910,835        25,736,485        67,304,445        79,869,905        172,910,835        69,962,810        (43,265,695     26,697,115        14,806,741        3,309,477        53,770,197        57,229,446        (18,102,752     39,126,694        (24,156,874     14,969,820   

Eléctrica Cabo Blanco, S.A.C.

  Consolidated     54,357,844        81,815,037        136,172,881        19,831,659        47,845,465        68,495,757        136,172,881        58,092,640        (26,124,119     31,968,521        23,168,206        17,663,200        (5,755,667     12,013,783        (4,166,389     7,847,394        720,031        8,567,425   

Grupo Distrilima

  Consolidated     116,371,663        675,858,105        792,229,768        192,540,953        269,823,997        329,864,818        792,229,768        562,046,426        (379,015,102     183,031,324        138,372,910        107,700,064        (15,813,466     92,489,193        (28,191,648     64,297,545        7,349,620        71,647,165   

Grupo Enel Brasil

  Consolidated     796,102,019        1,994,170,372        2,790,272,391        653,756,270        725,006,817        1,411,509,304        2,790,272,391        2,016,488,833        (1,385,921,254     630,567,579        363,360,618        238,408,123        (36,592,248     195,064,201        (76,715,148     118,349,053        (370,529,946     (252,180,893

Grupo Generandes Peru

  Consolidated     120,047,319        808,405,916        928,453,235        126,541,945        229,436,392        572,474,898        928,453,235        382,452,709        (151,046,058     231,406,651        190,593,564        139,656,190        (10,145,603     133,321,519        (38,266,710     95,054,809        (9,131,696     85,923,113   

Grupo Endesa Argentina

  Consolidated     73,348,681        385,562,798        458,911,479        173,663,474        115,955,351        169,292,654        458,911,479        140,398,933        (9,172,466     131,226,467        70,334,513        47,291,438        117,190,764        165,754,140        (56,407,124     109,347,016        (50,970,094     58,376,922   

Discontinued Operations:

                                     

Chilectra S.A.

  Consolidated     764,264,413        766,740,395        1,531,004,808        363,516,173        54,831,044        1,112,657,591        1,531,004,808        1,257,732,164        (983,732,902     273,999,262        185,114,892        149,293,693        12,669,568        176,628,861        (36,956,051     188,750,734        (111,222,756     77,527,978   

Grupo Servicios Informaticos e Inmobiliarios Ltda.

  Consolidated     54,816,036        11,561,339        66,377,375        5,586,878        1,305,133        59,485,364        66,377,375        8,660,778        —          8,660,778        (397,888     (511,775     2,260,216        6,041,979        (765,180     5,276,799        (76,578     5,200,221   

Empresa Nacional de Electricidad S.A.

  Separate     563,422,232        3,601,559,005        4,164,981,237        807,918,132        1,027,287,096        2,329,776,009        4,164,981,237        1,407,824,978        (1,061,507,980     346,316,998        225,230,207        143,639,730        (126,334,330     246,255,964        (32,834,204     213,421,760        (92,076,119     121,345,641   

Empresa Eléctrica Pehuenche S.A.

  Separate     63,745,589        201,366,300        265,111,889        64,820,897        51,972,920        148,318,072        265,111,889        193,189,705        (28,569,912     164,619,793        159,244,283        150,615,199        2,049,116        152,664,316        (34,647,895     118,016,421        33,526        118,049,947   

Compañía Eléctrica Tarapacá S.A.

  Separate     82,875,363        509,275,829        592,151,192        115,138,485        44,379,433        432,633,274        592,151,192        230,852,534        (139,555,849     91,296,685        73,665,446        64,306,244        24,323,943        88,341,669        (18,079,279     70,262,390        (624     70,261,766   

Grupo Endesa Chile

  Consolidated     4,412,561,440        2,866,208,895        7,278,770,335        2,527,875,495        1,207,004,760        3,543,890,080        7,278,770,335        1,543,810,316        (880,891,223     662,919,093        516,860,724        401,818,817        (114,252,182     300,487,081        (76,655,819     635,020,813        (347,578,686     287,442,127   

Grupo Inversiones GasAtacama Holding Ltda.

  Consolidated     245,456,212        207,236,190        452,692,402        24,048,629        49,959,438        378,684,335        452,692,402        183,015,183        (110,330,364     72,684,819        57,943,644        46,360,426        10,304,578        56,660,371        (10,444,811     46,215,560        (3,059,806     43,155,754   

 

 

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

 

F-182


Table of Contents
    12-31-2014  
    Type of
Financial
Statements
  Current
Assets

ThCh$
    Non-current
assets

ThCh$
    Total Assets
ThCh$
    Current
Liabilities

ThCh$
    Non-current
liabilities

ThCh$
    Equity
ThCh$
    Total
Liabilities
and
EquityThCh$
    Revenue
ThCh$
    Raw materials
and
consumables
used

ThCh$
    Contribution
Margin

ThCh$
    Gross
operating
income

ThCh$
    Operating
income

ThCh$
    Financial
results

ThCh$
    Income before
taxes

ThCh$
    Income taxes
ThCh$
    Gain (loss)
ThCh$
    Other
comprehensive
income
ThCh$
    Total
Comprehensive
Income
ThCh$
 

Continuing Operations:

                                     

Inversiones Distrilima S.A.

  Separate     15,272,519        48,854,638        64,127,157        76,273        —          64,050,884        64,127,157        —          —          —          (12,705     (12,705     1,212,945        18,308,552        (361,797     17,946,755        2,959,092        20,905,847   

Empresa de Distribución Eléctrica de Lima Norte S.A.A.

  Separate     127,665,327        587,886,652        715,551,979        164,991,090        271,208,225        279,352,664        715,551,979        478,699,891        (315,115,521     163,584,370        119,243,469        90,986,079        (11,494,112     79,523,877        (19,790,239     59,733,638        13,438,385        73,172,024   

Endesa Argentina S.A.

  Separate     1,924,047        42,081,267        44,005,314        749,815        —          43,255,499        44,005,314        —          —          —          (57,903     (57,903     588,091        530,188        (189,589     340,599        (5,299,756     (4,959,157

Central Costanera S.A.

  Separate     31,868,372        154,649,134        186,517,506        108,956,607        56,967,994        20,592,905        186,517,506        75,193,639        (6,777,139     68,416,500        29,619,143        13,701,504        46,699,311        60,497,602        (14,964,948     45,532,654        3,989,198        49,521,852   

Hidroeléctrica El Chocón S.A.

  Separate     22,930,536        137,891,546        160,822,082        31,540,350        46,058,232        83,223,500        160,822,082        30,173,576        (8,427,057     21,746,519        16,090,917        14,338,493        2,101,221        16,965,869        (5,929,047     11,036,822        (8,763,212     2,273,610   

Emgesa S.A. E.S.P.

  Separate     329,672,209        1,782,307,979        2,111,980,188        500,414,812        883,041,284        728,524,092        2,111,980,188        753,385,348        (220,460,069     532,925,279        494,084,840        449,490,365        (34,591,411     414,973,137        (126,151,739     288,821,398        (73,145,883     215,675,515   

Generandes Peru S.A.

  Separate     3,473,185        219,325,990        222,799,175        3,148,425        —          219,650,750        222,799,175        —          —          —          (116,329     (116,329     2,240        46,503,610        —          46,503,610        12,303,680        58,807,290   

Edegel S.A.A.

  Separate     110,164,628        720,449,664        830,614,292        85,724,692        235,667,176        509,222,424        830,614,292        319,346,826        (127,881,082     191,465,744        161,105,457        121,654,584        (6,281,794     131,544,215        (25,404,816     106,139,399        23,688,400        129,827,799   

Chinango S.A.C.

  Separate     8,439,096        111,912,667        120,351,763        7,433,439        39,382,244        73,536,080        120,351,763        34,656,130        (6,061,046     28,595,084        23,773,307        19,619,464        (987,683     18,631,781        (3,620,360     15,011,421        3,041,428        18,052,849   

Enel Brasil S.A.

  Separate     198,803,856        728,752,116        927,555,972        6,224,235        18,531,060        902,800,677        927,555,972        —          —          —          (10,160,775     (10,314,474     27,502,175        188,852,384        (24,686,207     164,166,177        17,806,175        181,972,351   

Central Generadora Termoeléctrica Fortaleza S.A.

  Separate     87,327,393        134,284,880        221,612,273        63,772,100        746,476        157,093,697        221,612,273        210,793,165        (158,318,428     52,474,737        43,685,496        36,994,098        (427,163     36,566,936        (12,676,193     23,890,743        3,336,545        27,227,288   

Centrais Elétricas Cachoeira Dourada S.A.

  Separate     47,664,376        100,003,024        147,667,400        37,718,853        1,171,987        108,776,560        147,667,400        158,965,069        (72,988,916     85,976,153        78,633,209        71,852,510        6,953,799        78,806,309        (7,617,686     71,188,623        (212,540     70,976,083   

Compañía de Interconexión Energética S.A.

  Separate     44,361,955        230,817,235        275,179,190        107,201,716        6,527,878        161,449,596        275,179,190        67,700,328        (3,343,111     64,357,217        54,518,387        40,083,633        13,131,369        53,215,002        (19,092,627     34,122,375        2,426,463        36,548,837   

Compañía de Transmisión del Mercosur S.A.

  Separate     15,584,323        2,421,427        18,005,750        10,519,818        18,458,001        (10,972,069     18,005,750        1,622,003        —          1,622,003        1,169,376        1,017,867        (10,464,633     (9,446,765     (718,950     (10,165,715     238,183        (9,927,532

Compañía Energética Do Ceará S.A.

  Separate     268,129,640        669,313,258        937,442,898        167,577,487        341,179,908        428,685,503        937,442,898        876,944,301        (606,422,198     270,522,103        171,230,201        117,379,884        (68,220,958     49,158,926        8,091,449        57,250,375        6,084,384        63,334,759   

EN-Brasil Comercio e Servicios S.A.

  Separate     6,136,466        1,893,079        8,029,545        5,162,409        2,266,733        600,403        8,029,545        5,537,295        (2,649,496     2,887,799        611,350        508,118        262,046        770,164        (754,491     15,673        56,856        72,529   

Ampla Energía E Servicios S.A.

  Separate     320,891,004        1,104,657,097        1,425,548,101        215,091,583        589,157,241        621,299,277        1,425,548,101        1,092,281,884        (707,301,383     384,980,501        257,576,731        183,845,670        (106,657,268     77,188,402        (26,650,546     50,537,856        6,281,883        56,819,739   

Compañía Distribuidora y Comercializadora de Energía S.A.

  Separate     254,295,501        922,713,629        1,177,009,130        337,839,513        358,873,769        480,295,848        1,177,009,130        982,770,698        (547,593,754     435,176,944        336,375,500        261,975,074        (26,624,088     235,397,500        (82,240,147     153,157,353        (49,593,528     103,563,825   

Inversora Codensa S.A.

  Separate     853        72        925        86        —          839        925        —          —          —          (49     (49     —          (49     (8     (57     (54     (111

Empresa Distribuidora Sur S.A.

  Separate     409,109,176        405,106,897        814,216,073        739,412,769        137,796,785        (62,993,481     814,216,073        371,411,786        (161,995,239     209,416,547        (37,897,127     (51,229,198     (38,408,033     (89,602,510     3,792,056        (85,810,454     (5,608,787     (91,419,240

Generalima, S.A.C.

  Separate     5,388,518        47,434,910        52,823,428        18,110,685        7,052,044        27,660,699        52,823,428        —          —          —          (1,029,910     (1,031,105     (1,029,672     (1,157,449     —          (1,157,449     2,137,860        980,411   

Endesa Cemsa, S.A.

  Separate     28,225,495        873,712        29,099,207        24,701,137        —          4,398,070        29,099,207        1,280,939        (203,349     1,077,590        (803,614     (834,067     456,221        (377,846     36,614        (341,232     (594,259     (935,491

Inversora Dock Sud, S.A.

  Separate     27,292,922        72,509,102        99,802,024        19,318,481        15,583,458        64,900,085        99,802,024        61,606,091        (34,976,794     26,629,297        15,187,192        9,464,772        (27,337,694     (17,833,553     (6,292,935     (24,126,488     6,343,207        (17,783,281

Eléctrica Cabo Blanco, S.A.C.

  Consolidated     43,338,830        80,059,964        123,398,794        13,222,522        47,895,051        62,281,221        123,398,794        50,848,925        (20,916,046     29,932,879        23,494,631        17,583,296        (5,339,890     12,252,291        (3,166,090     9,086,201        4,030,841        13,117,042   

Grupo Distrilima

  Consolidated     142,931,833        587,886,652        730,818,485        165,061,351        271,208,225        294,548,909        730,818,485        478,694,847        (315,115,521     163,579,326        119,230,764        90,973,374        (10,281,167     80,724,117        (20,152,036     60,572,081        14,254,102        74,826,183   

Grupo Enel Brasil

  Consolidated     854,733,662        2,303,015,000        3,157,748,662        481,334,130        959,822,163        1,716,592,369        3,157,748,662        2,269,559,959        (1,405,383,543     864,176,416        598,417,264        442,290,345        (145,647,045     296,643,299        (85,139,697     211,503,602        23,085,739        234,589,342   

Grupo Generandes Peru

  Consolidated     121,446,538        816,077,565        937,524,103        95,676,185        275,049,420        566,798,498        937,524,103        353,794,700        (133,734,610     220,060,090        184,762,435        141,157,719        (7,267,237     140,375,290        (29,025,176     111,350,114        23,873,097        135,223,211   

Grupo Endesa Argentina

  Consolidated     56,074,841        297,050,238        353,125,079        140,459,888        101,749,459        110,915,732        353,125,079        105,265,323        (15,204,196     90,061,127        45,630,444        27,960,381        49,186,700        77,616,469        (21,104,876     56,511,593        (5,660,609     50,850,984   

Discontinued Operations:

                                     

Chilectra S.A.

  Consolidated     300,765,618        1,240,468,967        1,541,234,585        244,981,389        72,612,724        1,223,640,472        1,541,234,585        1,127,892,544        (855,757,751     272,134,793        181,011,575        152,857,560        5,623,543        186,967,506        (36,244,349     150,723,157        (3,602,592     147,120,565   

Inmobiliaria Manso de Velasco Ltda.

  Consolidated     47,631,734        12,103,210        59,734,944        3,605,662        526,608        55,602,674        59,734,944        12,596,339        (2,146,800     10,449,539        5,567,964        5,359,685        587,792        27,044,615        (1,232,550     25,810,957        (39,600     25,771,357   

ICT Servicios Informáticos Ltda.

  Separate     2,214,084        555,542        2,769,626        3,005,476        1,069,158        (1,305,008     2,769,626        4,978,226        —          4,978,226        (1,498,309     (1,541,569     68,519        (1,473,050     229,202        (1,243,848     (162,551     (1,406,399

Empresa Nacional de Electricidad S.A.

  Separate     560,876,230        3,507,579,867        4,068,456,097        773,846,300        917,950,372        2,376,659,425        4,068,456,097        1,180,478,031        (1,062,428,719     118,049,312        17,064,677        (135,048,532     (83,048,732     164,538,279        5,198,626        169,736,905        (101,261,071     68,475,835   

Empresa Eléctrica Pehuenche S.A.

  Separate     75,414,557        209,069,274        284,483,831        59,142,217        53,952,811        171,388,803        284,483,831        227,886,302        (34,362,209     193,524,093        188,824,599        180,521,784        955,150        181,476,935        (51,863,681     129,613,254        (51,043     129,562,210   

Compañía Eléctrica Tarapacá S.A.

  Separate     77,067,775        450,573,978        527,641,753        110,849,007        30,918,614        385,874,132        527,641,753        318,959,142        (196,105,061     122,854,081        107,687,954        91,702,959        18,891,133        110,594,093        (27,733,975     82,860,118        (604     82,859,513   

Soc. Concesionaria Túnel El Melón S.A.

  Separate     19,183,735        7,107,942        26,291,677        3,709,123        1,789,703        20,792,851        26,291,677        10,484,435        (3,751     10,480,684        9,152,206        6,547,832        82,925        6,630,757        (298,947     6,331,810        (12,156     6,319,654   

Grupo Endesa Chile

  Consolidated     1,038,057,559        6,199,614,342        7,237,671,901        1,392,737,593        2,321,047,965        3,523,886,343        7,237,671,901        2,446,534,314        (1,119,458,198     1,327,076,116        1,094,981,140        875,320,583        (68,781,874     857,125,255        (238,152,509     618,972,747        (103,941,898     515,030,849   

Grupo Inversiones GasAtacama Holding Ltda.

  Consolidated     197,276,197        216,893,717        414,169,914        29,892,670        48,748,663        335,528,581        414,169,914        179,474,707        (99,313,387     80,161,320        59,020,205        46,178,851        (4,406,559     41,772,291        (21,542,230     20,230,061        51,288,697        71,518,759   

41. SUBSEQUENT EVENTS.

ENERSIS AMÉRICAS

- On January 29, 2016, pursuant to the agreements approved at the Extraordinary Shareholders’ Meeting (“ESM”) of Enersis S.A. (“the Company” or “Enersis”) held on December 18, 2015, the Board of Directors of Enersis S.A. was informed that the condition precedent for the spin-off of Enersis to be effective was met and, consequently, the public deed entitled “Public Deed of Compliance of the Condition of the Spin-Off of Enersis” was issued which established that the condition precedent has been met on January 29, 2016.

Accordingly, and pursuant to what was approved at the ESM, the spin-off of Enersis S.A. became effective on Tuesday, March 1, 2016, a date as of which the new company Enersis Chile S.A. (“Enersis Chile”) began to exist and the reduction of capital and other statutory reforms of the current Company was verified, and the continuing company changed its name to “Enersis Américas S.A.”

Also, as agreed by the aforementioned ESM, the Board of Directors of Enersis Chile requested the registration of Enersis Chile and its respective shares in the Securities Registry of the Superintendency of Securities and Insurance and the Stock Exchanges where the shares of Enersis are currently traded. The physical distribution and delivery of shares issued by Enersis Chile shall be carried out on the date established by Enersis Chile’s Board of

 

 

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

 

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Directors, once the registration thereof is completed and its shares registered in the Securities Registry of the Superintendency of Securities and Insurance and Chilean Stock Markets and when legal and regulatory requirements are met.

At the OSM held on April 28, 2016, our new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 29, 2016, the directors agreed to appoint Mr. Domingo Cruzat A., Mr. Patricio Gómez S. and Mr. Hernán Somerville S. as members of the Directors’ Committee. Additionally, Mr. Somerville was appointed as Financial Expert of the Directors’ Committee.

The members of our new Board of Directors are as follows:

 

    Mr. Francisco de Borja Acha B. (Chairman)

 

    Mr. José Antonio Vargas L. (Vice Chairman)

 

    Mr. Domingo Cruzat A.

 

    Mr. Livio Gallo

 

    Mr. Patricio Gómez S.

 

    Mr. Hernán Somerville S.

 

    Mr. Enrico Viale

ENERSIS CHILE

At the Board of Directors Meeting held on April 14, 2016 has agreed the following:

1. To announce that, on April 13, 2016, the Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, “SVS”) proceeded to record Enersis Chile and its shares in the Securities Registry, according to a certificate issued by this entity, and that it has made the respective listings in the Santiago Stock Exchange, the Valparaíso Stock Exchange, the Chile Electronic Stock Exchange and the New York Stock Exchange of United States of America, all in accordance with the decision made at the Extraordinary Shareholders’ Meeting of Enersis Américas S.A. (formerly Enersis S.A.) held on December 18, 2015. Therefore, the shares of the divided equity of Enersis Chile should be distributed free of any payment to the shareholders of Enersis Américas S.A. entitled to receive them.

2. The Board of Directors of Enersis Chile agreed to carry out the distribution and delivery of a total of 49,092,772,762 shares issued by Enersis Chile, all nominative, of a unique and single series and without nominal value, on April 21, 2016, to the shareholders of Enersis Américas that were listed in its shareholders’ registry at the midnight of the day before April 21, 2016.

3. This distribution to the shareholders of Enersis Américas S.A. will be carried out by delivering one (1) share of Enersis Chile for each share of Enersis Américas S.A. that will be registered under its name in the registry at the midnight of the day before April 21, 2016. From April 21, 2016 onwards, the shares issued by Enersis Chile may be officially quoted in the stock markets aforementioned.

4. Representative titles of the shares in Enersis Chile will be available for shareholders of Enersis Américas S.A. to be withdrawn on April 21, 2016 at DCV Registros S.A. offices, located in Huérfanos 770, 22nd floor, Santiago, Monday to Thursday from 9:00 am to 5:00 pm, and Friday from 9:00 am to 4:00 pm.

At the OSM held on April 28, 2016, our new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 29, 2016, the directors agreed to appoint Mr. Pablo Cabrera G., Mr. Fernán Gazmuri P. and Mr. Gerardo Jofré M. as members of the Directors’ Committee. Additionally, Mr. Gazmuri was appointed as Financial Expert of the Directors’ Committee.

 

 

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

 

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The members of our new Board of Directors are as follows:

 

    Mr. Herman Chadwick P. (Chairman)

 

    Mr. Giulio Fazio (Vice Chairman)

 

    Mr. Salvatore Bernabei

 

    Mr. Pablo Cabrera G.

 

    Mr. Fernán Gazmuri P.

 

    Mr. Gerardo Jofré M.

 

    Mr. Vicenzo Ranieri

ENDESA

- On January 8, 2016, Endesa Chile informed as a Significant Event that it has resolved the illegal occupation perpetrated by three people on the first high-tension pylon which supports the 154 kV and 220 kV circuits owned by Transelec S.A. and serve the Company’s Bocamina power plant. Consequently, the Bocamina power plant resumed its operations. The financial effects due to the illegal occupation that Endesa Chile assumed during the interruption of the transmission of electrical energy were ThCh$2,698,608 (U.S. $3.8 million) decrease in the contribution margin between November 23, 2015 and January 7, 2016.

At the electrical system level, this situation increased the global costs of supplying demand, increasing spot prices and the anticipated use of hydroelectric reserves, which in the coming months will not be available.

- On January 29, 2016, Endesa Chile informed as a Significant Event that on January 28, 2016, pursuant to the agreements approved at the Extraordinary Shareholders’ Meeting (“ESM”) of Endesa Chile held on December 18, 2015, the Board of Directors of Endesa Chile was informed that the condition precedent for the spin-off Enersis to be effective was met and, consequently, it was issued the public deed entitled “Public Deed of Compliance of the Condition of the Spin-Off of Empresa Nacional de Electricidad S.A.” which established that the condition precedent has been met on January 29, 2016.

Accordingly, and pursuant to what was approved at the ESM, the spin-off of Endesa Chile became effective on Tuesday, March 1, 2016, a date as of which the new company Endesa Américas S.A. began to exist and the reduction of capital and other statutory reforms of Endesa Chile.

Additionally, as a result of formalization of Endesa Chile’s spin-off, it was triggered on that date the obligation for Endesa Chile was triggered to pay taxes in Peru for a total amount of $558.2 million of nuevos soles (ThCh$112,187,442 approximately). This tax, that will be paid during March 2016, is applicable under the Peruvian Income Tax Law to the transfer of the ownership interests that Endesa Chile held in that country that were transfered to Endesa Américas S.A. The tax is calculated as the difference between the disposal value and the acquisition cost of the ownership interests previously mentioned.

Also, as agreed by the aforementioned ESM, the Board of Directors of Endesa Américas requested the registration of Endesa Américas and its respective shares in the Securities Registry of the Superintendency of Securities and Insurance and the Stock Exchanges where the shares of Endesa Chile are currently traded. The physical distribution and delivery of shares issued by Endesa Américas S.A. shall be carried out on the date established by Endesa Américas S.A.’s Board of Directors, once the registration thereof is completed and its shares registered in the Securities Registry of the Superintendency of Securities and Insurance and Chilean Stock Markets and when legal and regulatory requirements are met. The amount of issued capital allocated to Endesa Américas was ThCh$778,936,764.

At the OSM held on April 27, 2016, our new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 28, 2016, the

 

 

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

 

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directors agreed to appoint Mr. Jorge Atton P., Mr. Enrique Cibié B. and Mr. Julio Pellegrini V. as members of the Directors’ Committee. Additionally, Mr. Cibié was appointed as Financial Expert of the Directors’ Committee.

The members of our new Board of Directors are as follows:

 

    Mr. Giuseppe Conti (Chairman)

 

    Mr. Francesco Giorgianni (Vice Chairman)

 

    Mr. Jorge Atton P.

 

    Mr. Francesco Buresti

 

    Mr. Enrique Cibié B.

 

    Mr. Mauro Di Carlo

 

    Mr. Luca Noviello

 

    Mr. Umberto Magrini

 

    Mr. Julio Pellegrini V.

- On January 29, 2016 Empresa Nacional de Electricidad S.A. reported through the significant event that in compliance with the agreement reached at the Extraordinary Shareholders’ Meeting of Endesa held on December 18, 2015 (hereinafter “Meeting”), the Board of Directors of Endesa acknowledges that the condition precedent regarding the spin-off of Endesa has been met as of January 28, 2016, and accordingly has also arranged to grant the public deed that declares the completion of the condition precedent, entitled “Public Deed of Compliance of the Condition of the Spin-Off of Empresa Nacional de Electricidad S.A.”, effective on the same date.

Consequently, and pursuant to what was approved at the Meeting, the Endesa’s Spin-Off became effective on Tuesday, March 1, 2016, whereupon the new corporation, Endesa Américas S.A. (“Endesa Américas”), began to exist, and verifies the capital decrease and the other amendments to the by-laws of Endesa Chile that have been approved.

It is noted that, as agreed to at the Meeting, the Board of Directors of Endesa Américas, proceeds in due time to request the registration of Endesa Américas S.A. and its respective shares in the Securities Registry of the Superintendence of Securities and Insurance and in the Stock Exchanges where the shares of Endesa Chile are currently traded. The distribution, and the material delivery of the shares issued by Endesa Américas S.A. will take place at a date established by the Board of Directors of Endesa Américas S.A., once the shares registration in the Securities Registry of the Superintendence of Securities and Insurance and Chilean Stock Exchanges are complete, and when the legal and regulatory requirements have been fulfilled. The paid-in capital allocated to Endesa Américas S.A. amounted to ThCh$ 778,936,764.

- As of April 13, 2016, the Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, “SVS”) proceeded to record Endesa Américas and its shares in the Securities Registry, according to a certificate issued by this entity, and that it has made the respective listings in the Santiago Stock Exchange, the Valparaĺso Stock Exchange, the Chile Electronic Stock Exchange and the New York Stock Exchange of United States of America, all in accordance with the decision made at the Extraordinary Shareholders’ Meeting of Empresa Nacional de Electricidad S.A. held on December 18, 2015. Therefore, the shares of the divided equity of Endesa Américas were distributed free of any payment to the shareholders of Endesa Chile entitled to receive them as of April 21, 2016 and began to be traded.

- At the OSM held on April 27, 2016, our new Board of Directors was elected for a term of three years starting from the date of the meeting. At the Board of Directors meeting held on April 28, 2016, the directors agreed to appoint Mr. Hernán Cheyre V., Mr. Eduardo Novoa C. and Ms. Marĺa Loreto Silva R. as members of the Directors’ Committee. Additionally, Mr. Cheyre was appointed as Financial Expert of the Directors’ Committee.

 

 

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

 

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The members of our new Board of Directors are as follows:

 

    Mr. Rafael Fauquié Bernal (Chairman)

 

    Mr. Vittorio Vagliasindi (Vice Chairman)

 

    Mr. Francesco Buresti

 

    Mr. Hernán Cheyre V.

 

    Mr. Mauro Di Carlo

 

    Mr. Luca Noviello

 

    Mr. Eduardo Novoa C.

 

    Mr. Umberto Magrini

 

    Ms. Marĺa Loreto Silva R.

CHILECTRA

- On January 29, 2016, the public deed entitled “Public Deed of Compliance of the Condition of the Spin-Off of Chilectra” was issued, pursuant to which the complete fulfillment was declared of the condition precedent for the spin-off of Chilectra S.A. as agreed to at the Extraordinary Shareholders’ Meeting (“ESM”) of Chilectra S.A. held on December 18, 2015, which required to the minutes of each the shareholders’ meetings where the spin-offs were approved of Empresa Nacional de Electricidad S.A and Enersis S.A. were duly registered as public deeds, and their corresponding extracts were, duly and timely, registered and published in accordance with the law.

In accordance with the ESM, the spin-off of Chilectra, and as a result of the incorporation of a new entity named Chilectra Américas S.A. (“Chilectra Américas”), will be effective for all legal, operational, accounting and tax purposes beginning on February 1, 2016. Consequently, from that date on, the allocated assets and liabilities pursuant to the spin-off, were transferred to Chilectra Américas without any necessary declaration or additional formality, notwithstanding the necessary or convenient activities needed to register before the corresponding legal bodies about the allocation of all assets that are being transferred and the final novation of the liabilities transferred pursuant to the Company’s spin-off.

Additionally, as a result of formalization of Chilectra’s spin-off, on that date the obligation was triggered for Chilectra to pay taxes in Peru for a total amount of $81.6 million of soles (ThCh$16,235,406 approximately). This tax, that will be paid during March 2016, is applicable under the Peruvian Income Tax Law to the transfer of the ownership interests that Chilectra held in that country that were transfered to Chilectra Américas S.A.. The tax is calculated as the difference between the disposal value and the acquisition cost of the ownership interests previously mentioned.

Also, as agreed by the aforementioned ESM, the Board of Directors of Chilectra Américas requested the registration of Chilectra Américas and its respective shares in the Securities Registry of the Superintendency of Securities and Insurance and the Stock Exchanges. The physical distribution and delivery of shares issued by Chilectra Américas S.A. shall be carried out on the date established by Chilectra Américas S.A.’s Board of Directors, once the registration thereof is completed and its shares registered in the Securities Registry of the Superintendency of Securities and Insurance and Chilean Stock Markets and when legal and regulatory requirements are met.

At the OSM held on April 27, 2016, a new Board of Directors was elected for a period of three years starting from the date of the meeting. At the Board of Directors meeting held on the same date, Mr. Gianluca Caccialupi was appointed as Chairman of the Board and Mrs. Francesca Romana Napolitano was appointed as Vice Chairman.

 

 

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

 

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The members of our new Board of Directors are:

 

    Gianluca Caccialupi (Chairman)

 

    Francesca Romana Napolitano (Vice Chairman)

 

    Mónica Hodor

 

    Iris Boeninger von Kretschmann

 

    Hernán Felipe Errázuriz Correa

CHILECTRA AMÉRICAS

On February 15, 2016, at the Extraordinary Board of Directors’ Session No. 1, Mr. Livio Gallo was appointed as Chairman of the Board, and Mr. Gianluca Caccialupi as Vice-Chairman. Also, at the same session, Mr. Andreas Gebhardt Strobel was appointed as Chief Executive Officer of Chilectra Américas.

At the same Board of Directors’ Session, it was agreed to stablish the customary transactions general policy in accordance with Article 147 paragraph b) of Law 18,046.

The Board of Directors unanimously agreed to establish the customary transactions general policy, as it relates to those ordinary transactions in terms of the business purpose and that entails to the principal activity of the company. For that purpose, it must be taken in to consideration that Chilectra Américas S.A. is a holding company with few employees, and as such, in order to operate it has to sign a number of service contracts that would allow it to perform its corporate purpose activities. Consequently, the following transactions are related to the ordinary and customary corporate purpose activities of Chilectra Américas S.A.:

1. Commercial current account between Chilectra Américas S.A. and its related parties, by which one of the parties shall remit to the other or receive from it amounts of money or other securities, without application to a particular use or obligation to have an amount of equivalent value, but to accredit to the remitter for its remittances, to settle them within the conveyed dates, to compensate them at once until concurrence of debit and credit and to pay the balance.

2. Contract to render Legal Services and Board of Directors (“the Board”) Secretariat, which includes, inter alia, to legally assist the Board of Chilectra Américas S.A., its Chief Executive Officer and the other key executives, to prepare and manage in legal related-matters the Board meetings, to assits the Company for compliance with regulations related to corporations, stock markets, free competition, environmental, commercial, labor and other applicable regulations and to manage litigations affecting the Company.

3. Contract to render the following services: i) Network commercial operations; ii) Network developments; iii) Network Technology; iv) Health, Safety, Quality and Environment; and v) Operation and Maintenance.

4. Contract to render the following services: i) Human Resources and Organization; ii) Communications; iii) Taxes; iv) Finance and Accounting; v) Internal Audit; vi) Insurance, y vii) Treasury.

5. Contracts related to services of agency communications, infrastructure, innovation, administration and finance, legal and other related services aimed to fulfill the corporate purpose of the Company.

Finally, it is important to note that the entire text of the customary general policy will be available to the shareholders at the corporate offices and in the website of the Company.

At the OSM held on April 27, 2016, a new Board of Directors was elected for a period of three years starting from the date of the meeting. At the Board of Directors meeting held on the same date, Mr. Gianluca Caccialupi was appointed as Chairman of the Board and Mrs. Francesca Romana Napolitano was appointed as Vice Chairman.

 

 

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

 

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The members of our new Board of Directors are:

 

    Gianluca Caccialupi (Chairman)

 

    Francesca Romana Napolitano (Vice Chairman)

 

    Mónica Hodor

 

    Iris Boeninger von Kretschmann

 

    Hernán Felipe Errázuriz Correa

EDESUR

On January 25, 2016, the Ministry of Energy and Mining (“MEyM” in its Spanish acronym) issued Resolution No. 6/2016 which approved the Summer Quarterly Re-scheduling (“Reprogramación Trimestral de Verano”) applicable to the Wholesale Electricity Market (“MEM” in its Spanish acronym) and established the seasonal reference prices for energy and capacity for the February-April 2016 period.

Additionally, in order to move towards proper management of demand through incentives for saving and rational use of electricity of residential end users (“Plan Estímulo”), implemented through the MEM, an incentive system that will result in a mechanism of decreasing energy prices as counterpart of the effort of each residential user to reduce unnecessary consumption, which will be determined by comparing the monthly energy consumption with the one recorded in the same month of 2015.

Moreover, given the social significance of the electricity service, the previously mentioned Resolution defines an energy volume at a price named Social Tariff (“Tarifa Social”), to be transferred at a minimum price to those included in the population of end users who, based on the criteria of classification communicated by the Ministry of Social Development of the Nation (“Ministerio de Desarrollo Social de la Nación”), lacks sufficient payment capacity to afford the general established prices.

Access to reduced wholesale prices for Social Tariff and incentive for saving are subject to the compliance with, in the case of distribution companies, the payment obligations in the MEM due from the effective date of this Resolution. Likewise, those distribution companies with outstanding debts with CAMMESA as of issuance date of the Resolution, as in the case of Edesur, shall agree to, in no less than 30 business days, a payment plan for the past due debt and, also, to ensure payment of its purchases in the MEM through transferring its accounts receivables or other equivalent alternative mechanism at CAMMESA’s satisfaction, so as to ensure both the collection on current billing and the payment of the installments in the agreement to sign related to the past due debt.

Subsequently, on January 27, 2016, it was issued Resolution MEyM No. 7/2016 instruction E.N.R.E. to:

i. Adjust the VAD in the tariff tables of the Company, on account of the RTI within the framework of the Transitional Tariff Regime established in the Agreement Act (“Acta Acuerdo”).

ii. Apply a Social Tariff to the population of end users resulting from the application of certain eligibility criteria, namely: be a retiree or pensioner for an amount equivalent to twice minimum salary; employed persons in a dependency relationship earning a gross remuneration lower or equal to two minimum salaries; be beneficiary in social programs; be enrolled in the Social Monotributo Regime; be incorporated in the Social Security Special Regime for domestic service workers; receiving unemployment insurance; or have a disability certificate, being excluded from the benefit those owners of more than real estate, motor vehicles whose models are up to 15 years old, or luxury aircrafts and boats.

iii. Include in the tariff tables the saving of electrical energy plan as stated in Resolution MEyM No. 6/2016.

iv. Carry out all necessary activities to proceed to the RTI, which must be effective before December 31, 2016.

 

 

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

 

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In order for users to improve their household finances, the ENRE shall have the necessary means in terms of implementing the monthly payments for the distribution public service rendered by the Company.

Furthermore, Resolution MEyM N° 7/2016 annulled the Energy Efficiency Program (“PUREE” in its Spanish acronym) from the effective date of the new tariff values and will cease the application of the planned projects financing mechanism by mutual loans with CAMMESSA.

Finally, the Resolution established that the dividend distribution must agree the Agreement Act, which subordinate to verification from the ENRE of compliance with the investment plan.

In line with above, on January 29, 2016, the ENRE issued Resolutions No. 1/2016 y No. 2/2016. The former approves the values of the tariff table of the Company to be effective upon invoicing the corresponding meter readings after midnight of February 1, 2016, while the latter terminates, effective on January 31, 2016, the actual trust scheme (“FOCEDE” in its Spanish acronym) for managing the funds from the application of Resolution ENRE N° 347/2012.

The resolutions indicated above assumed significant effects throughout the businesses activities of the Company. In addition to a potential increase in invoicing amounts and potential increase in past due receivables ratios, etc., it also leads to a significant effect in the value updates of the fines, which the Company is currently quantifying and in discussions with the ENRE to agree the next steps.

There are no other subsequent events that have occurred between January 1, 2016 and the issuance date of these financial statements.

 

 

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

 

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APPENDIX 1 ENERSIS AMÉRICAS GROUP ENTITIES:

This appendix is part of Note 2.4, “Subsidiaries.”

It presents the Group’s percentage of control in each company.

 

Taxpayer ID
No. (RUT)

 

Company

(in alphabetical order)

 

Currency

  Percentage of control as of
12/31/2015
    Percentage of control as of
12/31/2014
   

Type of

Relationship

  Country  

Activity

      Direct     Indirect     Total     Direct     Indirect     Total        

96.773.290-7

  Aguas Santiago Poniente S.A. (5)   Chilean peso     0.00     0.00     0.00     0.00     0.00     0.00   Subsidiary   Chile   Sanitation services

Foreign

  Ampla Energía E Serviços S.A.   Brazilian real     13.68     85.95     99.63     13.68     85.95     99.63   Subsidiary   Brazil   Electric energy production, transportation and distribution

Foreign

  Atacama Finance Co (3)   U.S. dollar     0.00     0.00     0.00     0.00     0.00     0.00   Subsidiary   Cayman Islands   Finance company

Foreign

  Centrais Elétricas Cachoeira Dourada S.A.   Brazilian real     0.00     99.61     99.61     0.00     99.61     99.61   Subsidiary   Brazil   Generation and sale of electricity

Foreign

  Central Dock Sud, S.A.   Argentine peso     0.00     69.99     69.99     0.00     69.99     69.99   Subsidiary   Argentina   Electric energy generation, transmission and distribution

76.003.204-2

  Central Eólica Canela S.A.   Chilean peso     0.00     75.00     75.00     0.00     75.00     75.00   Subsidiary   Chile   Promotion and development of renewable energy projects

Foreign

  Central Generadora Termoeléctrica Fortaleza S.A.   Brazilian real     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Brazil   Development of a thermoelectric project

99.573.910-0

  Chilectra Inversud S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Portfolio company

96.800.570-7

  Chilectra S.A.   Chilean peso     99.08     0.01     99.09     99.08     0.01     99.09   Subsidiary   Chile   Ownership interest in companies of any nature

Foreign

  Chinango S.A.C.   Peruvian nuevo sol     0.00     80.00     80.00     0.00     80.00     80.00   Subsidiary   Peru   Electric energy generation, sales and distribution

Foreign

  Compañía de Interconexión Energética S.A.   Brazilian real     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Brazil   Electric energy production, transportation and distribution

Foreign

  Compañía de Transmisión del Mercosur S.A.   Argentine peso     0.00     99.99     99.99     0.00     99.99     99.99   Subsidiary   Argentina   Electric energy production, transportation and distribution

Foreign

  Compañía Distribuidora y Comercializadora de energía S.A. (7)   Colombian peso     21.14     36.01     57.15     21.14     36.01     57.15   Subsidiary   Colombia   Electric energy distribution and sales

96.770.940-9

  Compañía Eléctrica Tarapacá S.A.   Chilean peso     3.78     96.21     99.99     3.78     96.21     99.99   Subsidiary   Chile   Complete electric energy cycle

Foreign

  Compañía Energética Do Ceará S.A.   Brazilian real     15.18     58.87     74.05     15.18     58.87     74.05   Subsidiary   Brazil   Complete electric energy cycle

96.764.840-K

  Constructora y Proyectos Los Maitenes S.A. (5)   Chilean peso     0.00     0.00     0.00     0.00     0.00     0.00   Subsidiary   Chile   Construction and facilities

Foreign

  Distrilec Inversora S.A.   Argentine peso     27.19     24.31     51.50     27.19     24.31     51.50   Subsidiary   Argentina   Portfolio company

Foreign

  Edegel S.A.A   Peruvian nuevo sol     0.00     83.60     83.60     0.00     83.60     83.60   Subsidiary   Peru   Electric energy generation, sales and distribution

Foreign

  Electrica Cabo Blanco, S.A.C.   Peruvian nuevo sol     80.00     20.00     100.00     80.00     20.00     100.00   Subsidiary   Peru   Portfolio company

Foreign

  Emgesa S.A. E.S.P. (7)   Colombian peso     21.60     34.83     56.43     21.60     34.83     56.43   Subsidiary   Colombia   Electric energy generation

Foreign

  Emgesa Panama S.A. (7)   U.S. dollar     0.00     56.43     56.43     0.00     56.43     56.43   Subsidiary   Panama   Purchase/sale of electric energy

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A   Peruvian nuevo sol     24.00     51.68     75.68     24.00     51.68     75.68   Subsidiary   Peru   Electric energy distribution and sales

Foreign

  Empresa Distribuidora Sur S.A.   Argentine peso     16.02     83.43     99.45     16.02     83.43     99.45   Subsidiary   Argentina   Electric energy distribution and sales

96.783.910-8

  Empresa Eléctrica de Colina Ltda.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Complete energy cycle and related supplies

Foreign

  Empresa Eléctrica de Piura, S.A.   Peruvian nuevo sol     0.00     96.50     96.50     0.00     96.50     96.50   Subsidiary   Peru   Electric energy production (thermal and natural gas)

96.504.980-0

  Empresa Eléctrica Pehuenche S.A.   Chilean peso     0.00     92.65     92.65     0.00     92.65     92.65   Subsidiary   Chile   Complete electric energy cycle

91.081.000-6

  Empresa Nacional de Electricidad S.A   Chilean peso     59.98     0.00     59.98     59.98     0.00     59.98   Subsidiary   Chile   Complete electric energy cycle

Foreign

  Endesa Argentina S.A.   Argentine peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Argentina   Portfolio company

Foreign

  Enel Brasil S.A.   Brazilian real     50.09     49.91     100.00     50.09     49.91     100.00   Subsidiary   Brazil   Portfolio company

Foreign

  Endesa Cemsa S.A.   Argentine peso     55.00     45.00     100.00     55.00     45.00     100.00   Subsidiary   Argentina   Wholesale purchase and sale of electric energy

 

 

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

 

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Taxpayer ID
No. (RUT)

 

Company

( in alphabetical order)

  Currency   Ownership Interest as of
12/31/2015
    Ownership Interest as of
12/31/2014
   

Type of

Relationship

 

Country

 

Activity

      Direct     Indirect     Total     Direct     Indirect     Total        

Foreign

  Central Costanera S.A.   Argentine peso     0.00     75.68     75.68     0.00     75.68     75.68   Subsidiary   Argentina   Electric energy generation and sales

Foreign

  En-Brazil Comercio e Servicios S.A.   Brazilian real     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Brazil   Services in general for the electricity and other sectors

Foreign

  Eólica Fazenda Nova-Geracao e Comercializacao de Energia S.A.   Brazilian real     0.00     99.95     99.95     0.00     99.95     99.95   Subsidiary   Brazil   Energy generation, transmission, distribution and sales

Foreign

  Energex Co (3)   U.S. dollar     0.00     0.00     0.00     0.00     0.00     0.00   Subsidiary   Cayman Islands   Portfolio company

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1)   U.S. dollar     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Natural gas transportation

9.830.980-3

  GasAtacama S.A.   U.S. dollar     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Exploitation, generation, transmission and distribution of electric energy and natural gas

78.932.860-9

  GasAtacama Chile S.A.   U.S. dollar     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Company management

77.032.280-4

  Gasoducto TalTal S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Natural gas transportation, sale and distribution

78.952.420-3

  Gasoducto Atacama Argentina S.A.   U.S. dollar     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Natural gas exploitation and transportation

Foreign

  Generalima, S.A.C.   Peruvian nuevo sol     100.00     0.00     100.00     100.00     0.00     100.00   Subsidiary   Peru   Portfolio company

Foreign

  Generandes Peru S.A. (2)   Peruvian nuevo sol     39.00     61.00     100.00     39.00     61.00     100.00   Subsidiary   Peru   Portfolio company

76.676.750-8

  GNL Norte S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Energy and fuel production, transportation and distribution

Foreign

  Hidroeléctrica El Chocón S.A.   Argentine peso     0.00     67.67     67.67     0.00     67.67     67.67   Subsidiary   Argentina   Electric energy production and sales

Foreign

  Hidroinvest S.A.   Argentine peso     0.00     96.09     96.09     0.00     96.09     96.09   Subsidiary   Argentina   Portfolio company

76.107.186-6

  Servicios Informáticos e Inmobiliarios Ltda. (4)   Chilean peso     99.00     1.00     100.00     99.00     1.00     100.00   Subsidiary   Chile   Information Technology services

Foreign

  Ingendesa do Brazil Ltda.   Brazilian real     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Brazil   Project engineering consulting

79.913.810-7

  Inmobiliaria Manso de Velasco Ltda. (4)   Chilean peso     99.99     0.00     99.99     99.99     0.00     99.99   Subsidiary   Chile   Construction and works

Foreign

  Inversiones Distrilima S.A.   Peruvian nuevo sol     34.99     50.21     85.20     34.99     50.21     85.20   Subsidiary   Peru   Portfolio company

Foreign

  Inversora Dock Sud, S.A.   Argentine peso     57.14     0.00     57.14     57.14     0.00     57.14   Subsidiary   Argentina   Portfolio company

Foreign

  Inversora Codensa S.A.S.   Colombian peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Colombia   Investment in domestic public energy services

96.800.460-3

  Luz Andes Ltda.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Energy and fuel transportation, distribution and sales

96.905.700-K

  Progas S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Chile   Purchase, production, transportation and commercial distribution of natural gas

77.047.280-6

  Sociedad Agrícola de Cameros Ltda.   Chilean peso     0.00     57.50     57.50     0.00     57.50     57.50   Subsidiary   Chile   Financial investments

96.671.,360-7

  Sociedad Concesionaria Túnel El Melón S.A. (6)   Chilean peso     0.00     0.00     0.00     0.00     100.00     100.00   Subsidiary   Chile   Execution, construction and operation of the El Melón tunnel

Foreign

  Sociedad Portuaria Central Cartagena S.A.   Colombian peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Colombia   Investment, construction and maintenance of public or private wharves and ports

Foreign

  Southern Cone Power Argentina S.A.   Argentine peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Argentina   Portfolio company

Foreign

  Transportadora de Energía S.A.   Argentine peso     0.00     100.00     100.00     0.00     100.00     100.00   Subsidiary   Argentina   Electric energy production, transportation and distribution

 

(1) On April 22, 2014, Endesa Chile acquired the remaining 50% equity interest in Inversiones GasAtacama Holding Limitada, (See Note 6).
(2) On September 3, 2014, Enersis Américas acquired 100% ownership interest of Inkia Holdings (Acter) Limited, Southern Cone Power Ltd., Latin American Holding I Ltd., Latin American Holding II Ltd. and Southern Cone Power Peru S.A.A.. On December 31, 2014, Inkia Holdings was merged with Generandes Peru S.A., with the latter absorbing entities of Inkia Group.
(3) On September 17, 2014, Atacama Finance Co and Energex Co were dissolved.
(4) On December 31, 2014, Inmobiliaria Manso de Velasco was merged with ICT, the latter being the legal successor company under the name of Servicios Informáticos e Inmobiliarios Ltda.
(5) On 30 December 2014, the companies Aguas Santiago Poniente SA and Constructora y Proyectos los Maitenes SA were sold.
(6) On January 9, 2015, Sociedad Concesionaria Túnel el Melón S.A. was sold (See Note 2.4.1)
(7) See Note 2.4.2

 

 

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

 

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APPENDIX 2 CHANGES IN THE SCOPE OF CONSOLIDATION:

This appendix is part of Note 2.4.1 “Changes in the scope of consolidation”.

Incorporation into the scope of consolidation:

 

Company

  Ownership Interest     Ownership Interest
  December 31, 2015     December 31, 2014
  Direct     Indirect     Total     Consolidation Method     Direct     Indirect     Total     Consolidation Method

Inversiones GasAtacama Holding Ltda.

    —          —          —          —          —          100.00     100.00   Full integration

Atacama Finance Co. (1)

    —          —          —          —          —          —          —        Full integration

Energex Co. (1)

    —          —          —          —          —          —          —        Full integration

GasAtacama S.A.

    —          —          —          —          —          100.00     100.00   Full integration

GasAtacama Chile S.A.

    —          —          —          —          —          100.00     100.00   Full integration

Gasoducto TalTal S.A.

    —          —          —          —          —          100.00     100.00   Full integration

Gasoducto Atacama Argentina S.A.

    —          —          —          —          —          100.00     100.00   Full integration

GNL Norte S.A.

    —          —          —          —          —          100.00     100.00   Full integration

Progas S.A.

    —          —          —          —          —          100.00     100.00   Full integration

See Note 2.4.1.

(1) On 17 September 2014, Atacama Finance Co and Energex Co were dissolved.

Companies eliminated from the scope of consolidation:

 

Company

  Ownership Interest     Ownership Interest
  December 31, 2015     December 31, 2014
  Direct     Indirect     Total     Consolidation Method     Direct     Indirect     Total     Consolidation Method

Aguas Santiago Poniente S.A.

    —          —          —          —          —          78.88     78.88   Full integration

Constructora y Proyectos Los Maitenes S.A.

    —          —          —          —          —          55.00     55.00   Full integration

Sociedad Concesionaria Túnel El Melón S.A.

    —          100.00     100.00     Full integration        —          —          —        —  

 

 

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

 

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APPENDIX 3 ASSOCIATED COMPANIES AND JOINT VENTURES:

This appendix is part of Note 3.i, “Investments accounted for using the equity method”.

 

Taxpayer ID No.
(RUT)

  

Company

(in alphabetical order)

   Currency    Ownership Interest as of
12/31/2015
    Ownership Interest as of
12/31/2014
    Type of
Relationship
   Country   

Activity

         Direct     Indirect     Total     Direct     Indirect     Total          

96.806.130-5

   Electrogas S.A.    U.S. dollar      0.00     42.50     42.50     0.00     42.50     42.50   Associate    Chile    Portfolio company

76.418.940-K

   GNL Chile S.A.    Chilean peso      0.00     33.33     33.33     0.00     33.33     33.33   Associate    Chile    Promotion of liquefied natural gas supply project

76.788.080-4

   GNL Quintero S.A.    U.S. dollar      0.00     20.00     20.00     0.00     20.00     20.00   Associate    Chile    Development, design and supply of liquid natural gas regasifying terminal

Foreign

   Sacme S.A.    U.S. dollar      0.00     50.00     50.00     0.00     50.00     50.00   Associate    Argentina    Monitoring and Control of an Electric System

Foreign

   Yacylec S.A.    Argentine peso      22.22     0.00     22.22     22.22     0.00     22.22   Associate    Argentina    Electric energy transportation

76.652.400-1

   Centrales Hidroeléctricas De Aysén S.A.    Chilean peso      0.00     51.00     51.00     0.00     51.00     51.00   Joint venture    Chile    Development and operation of a hydroelectric plant

76.041.891-9

   Aysén Transmisión S.A.    Chilean peso      0.00     51.00     51.00     0.00     51.00     51.00   Joint venture    Chile    Development and operation of a hydroelectric plant

76.091.595-5

   Aysén Energía S.A.    Chilean peso      0.00     51.00     51.00     0.00     51.00     51.00   Joint venture    Chile    Development and operation of a hydroelectric plant

Foreign

   Distribuidora Eléctrica de Cundinamarca S.A.    Colombian peso      0.00     49.00     49.00     0.00     49.00     49.00   Joint venture    Colombia    Electric energy distribution and sales

Foreign

   Empresa de Energía de Cundinamarca S.A.    Colombian peso      0.00     49.00     49.00     0.00     49.00     49.00   Joint venture    Colombia    Electric energy distribution and sales

77.017.930-0

   Transmisora Eléctrica de Quillota Ltda.    Chilean peso      0.00     50.00     50.00     0.00     50.00     50.00   Joint venture    Chile    Electric energy transportation and distribution

Foreign

   Central Termica Manuel Belgrano    Argentine peso      0.00     25.60     25.60     0.00     25.60     25.60   Associate    Argentina    Electric energy generation and sales

Foreign

   Central Térmica San Martin    Argentine peso      0.00     25.60     25.60     0.00     25.60     25.60   Associate    Argentina    Electric energy generation and sales

Foreign

   Central Vuelta Obligada S.A.    Argentine peso      0.00     40.90     40.90     0.00     40.90     40.90   Associate    Argentina    Electric energy generation and sales

 

 

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

 

F-194


Table of Contents

APPENDIX 4 ADDITIONAL INFORMATION ON FINANCIAL DEBT:

This appendix is part of Note 20, “Other financial liabilities.” The following tables present the contractual undiscounted cash flows by type of financial debt:

a) Bank borrowings

Summary of bank borrowings by currency and maturity

 

Country

  Currency     Nominal
Interest

Rate
    Current     Non-current     Current           Non-current
Maturity
             
      Maturity     Total
Current as of
12/31/2015
    Maturity     Total Non-
current as of
12/31/2015
    Maturity     Total
Current as of
12/31/2014
    One to
two years
      More than
five years
    Total Non-
current as of
at 12/31/2014
 
      One to
three
months
    Three to
twelve
months
      One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More
than

five years
      One to three
months
    Three to
twelve
months
        Two to
three years
    Three to
four years
    Four to
five years
     
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

    US$       5.98     —          —          —          —          —          —          —          —          —          20,269        1,020,576        1,040,845        —          —          —          —          —          —     

Chile

    Ch$       0.00     —          —          —          —          —          —          —          —          —          714        —          714        —          —          —          —          —          —     

Peru

    US$       2.40     26,707,131        3,241,137        29,948,268        4,229,306        19,295,795        299,648        —          —          23,824,749        2,914,574        9,996,364        12,910,938        40,274,383        18,781,256        16,391,794        256,394        —          75,703,827   

Peru

   
 
Peruvian
nuevo sol
  
  
    5.20     12,864,568        1,001,767        13,866,335        3,285,202        23,309,058        —          —          —          26,594,260        326,274        978,819        1,305,093        1,305,094        3,209,741        22,772,683        —          —          27,287,518   

Argentina

    US$       13.13     3,901,216        —          3,901,216        —          —          —          —          —          —          2,808,939        12,054,341        14,863,280        1,039,398        —          —          —          —          1,039,398   

Argentina

    Ar$       37.06     2,290,653        6,194,569        8,485,222        1,162,844        —          —          —          —          1,162,844        8,287,625        12,035,817        20,323,442        7,968,912        188,784        —          —          —          8,157,696   

Colombia

    CP       14.53     35,832,030        84,128,905        119,960,935        43,831,876        12,832,869        12,194,900        11,556,930        30,842,974        111,259,549        1,401,291        4,203,875        5,605,166        10,766,379        15,367,075        14,619,719        13,872,363        48,015,897        102,641,433   

Brazil

    Real       6.46     12,842,515        24,480,763        37,323,278        42,171,314        37,904,161        33,637,009        —          —          113,712,484        1,856,705        5,570,115        7,426,820        7,426,820        27,647,361        25,171,755        22,696,148        —          82,942,084   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        94,438,113        119,047,141        213,485,254        94,680,542        93,341,883        46,131,557        11,556,930        30,842,974        276,553,886        17,616,391        45,859,907        63,476,298        68,780,986        65,194,217        78,955,951        36,824,905        48,015,897        297,771,956   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-195


Table of Contents

Identification of bank borrowings by company

 

Tax

ID Number

  Company     Country    

Financial Institution

  Currency     Effective
interest
rate
    Nominal
interest
rate
    December 31, 2015     December 31, 2014  
              Current     Non-current     Current     Non-current  
              Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
current
    Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More
than five
years
    Total
Non
-current
 
Foreign     Ampla Energía S.A.        Brazil      Banco do Brasil     Real        13.58     13.71     816,511        2,449,533        3,266,044        11,051,818        9,963,136        8,874,455        —          —          29,889,409        831,094        2,493,282        3,324,376        3,324,376        13,139,191        12,031,066        10,922,940        —          39,417,573   
Foreign     CGTF S.A.        Brazil      IFC - C   US$          12.18     12.32     —          —          —          —          —          —          —          —          —          132        —          132        —          —          —          —          —          —     
Foreign     Chinango S.A.C.        Peru      Banco Scotiabank   US$          3.98     3.96     —          —          —          —          —          —          —          —          —          353,913        1,051,014        1,404,927        1,376,324        1,347,722        15,345,293        —          —          18,069,339   
Foreign     Chinango S.A.C.        Peru      Banco de Credito del Peru   US$          2.17     2.06     296,974        884,973        1,181,947        1,166,085        18,073,119        —          —          —          19,239,204        —          —          —          —          —          —          —          —          —     
Foreign     Chinango S.A.C.        Peru      Bank Of Nova Scotia   US$          3.25     3.07     468,030        1,384,969        1,852,999        1,802,011        —          —          —          —          1,802,011        411,404        1,217,828        1,629,232        1,585,546        1,541,859        —          —          —          3,127,405   
Foreign     Chinango S.A.C.        Peru      Bank Of Nova Scotia   US$          3.48     3.40     328,549        971,195        1,299,744        1,261,210        1,222,676        299,648        —          —          2,783,534        289,876        857,071        1,146,947        1,113,465        1,079,983        1,046,501        256,394        —          3,496,343   
Foreign     Codensa        Colombia      Citibank Colombia   $ Col        4.40     4.32     —          —          —          —          —          —          —          —          —          1,025,611        3,076,833        4,102,444        4,102,444        14,508,170        13,140,689        11,773,208        —          43,524,511   
Foreign     Coelce S.A.        Brazil      Banco Itaú Brasil     Real        14.39     14.68     980,672        2,942,017        3,922,689        12,030,283        10,722,720        9,415,157        —          —          32,168,160        —          —          —          —          —          —          —          —          —     
Foreign     Coelce S.A.        Brazil      Banco do Brasil     Real        13.72     13.97     1,870,908        19,089,213        20,960,121        19,089,213        17,218,305        15,347,397        —          —          51,654,915        —          —          —          —          —          —          —          —          —     
Foreign     Coelce S.A.        Brazil      Banco Santander     Real        13.80     15.76     9,174,424        —          9,174,424        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Edegel S.A.A        Peru      Banco Continental   US$          3.44     3.36     —          —          —          —          —          —          —          —          —          1,807,054        6,713,471        8,520,525        14,284,700        14,811,692        —          —          —          29,096,392   
Foreign     Edegel S.A.A        Peru      Bank Nova Scotia   US$          1.08     1.06     25,613,578        —          25,613,578        —          —          —          —          —          —          52,327        156,980        209,307        21,914,348        —          —          —          —          21,914,348   
Foreign     Edelnor S.A.A.        Peru      Banco de Interbank     Peruvian nuevo sol        6.90     6.73     35,470        106,410        141,880        2,091,393        —          —          —          —          2,091,393        34,654        103,961        138,615        138,615        2,043,262        —          —          —          2,181,877   
Foreign     Edelnor S.A.A.        Peru      Banco de Interbank     Peruvian nuevo sol        5.83     5.71     63,633        190,899        254,532        254,532        4,409,519        —          —          —          4,664,051        62,168        186,505        248,673        248,674        248,674        4,308,038        —          —          4,805,386   
Foreign     Edelnor S.A.A.        Peru      Banco Continental     Peruvian nuevo sol        5.10     5.01     39,574        118,722        158,296        158,296        3,185,312        —          —          —          3,343,608        38,673        116,018        154,691        154,691        154,691        3,112,021        —          —          3,421,403   
Foreign     Edelnor S.A.A.        Peru      Banco Continental     Peruvian nuevo sol        5.10     5.01     65,973        197,919        263,892        263,892        5,308,880        —          —          —          5,572,772        64,454        193,361        257,815        257,815        257,815        5,186,700        —          —          5,702,330   
Foreign     Edelnor S.A.A.        Peru      Banco Continental     Peruvian nuevo sol        5.10     5.01     63,317        189,952        253,269        253,269        5,096,497        —          —          —          5,349,766        61,860        185,579        247,439        247,438        247,438        4,979,205        —          —          5,474,081   
Foreign     Edelnor S.A.A.        Peru      Banco Continental     Peruvian nuevo sol        5.10     5.01     65,955        197,865        263,820        263,820        5,308,850        —          —          —          5,572,670        64,465        193,395        257,860        257,861        257,861        5,186,719        —          —          5,702,441   
Foreign     Edelnor S.A.A.        Peru      Banco de Interbank     Peruvian nuevo sol        4.67     4.59     12,530,646        —          12,530,646        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Edesur S.A.        Argentina      Banco Ciudad de Buenos Aires   $ Arg        34.64     30.07     —          —          —          —          —          —          —          —          —          1,216,089        2,519,698        3,735,787        —          —          —          —          —          —     
Foreign     Edesur S.A.        Argentina      Banco Provincia de Buenos Aires   $ Arg        35.36     30.67     85,423        —          85,423        —          —          —          —          —          —          457,020        —          457,020        —          —          —          —          —          —     
Foreign     Edesur S.A.        Argentina      Banco Itaú Argentina   $ Arg        38.20     32.79     —          —          —          —          —          —          —          —          —          249,211        658,584        907,795        —          —          —          —          —          —     
Foreign     Edesur S.A.        Argentina      Banco Santander Río   $ Arg        29.74     26.91     —          —          —          —          —          —          —          —          —          810,407        750,273        1,560,680        —          —          —          —          —          —     
Foreign     Edesur S.A.        Argentina      Banco Santander Río   $ Arg        45.20     37.88     184,364        277,164        461,528        —          —          —          —          —          —          576,612        —          576,612        —          —          —          —          —          —     
Foreign     Edesur S.A.        Argentina      ICBC Argentina   $ Arg        34.06     29.50     —          —          —          —          —          —          —          —          —          310,712        —          310,712        —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      Banco Corpbanca   $ Col        8.39     8.22     —          —          —          —          —          —          —          —          —          373,517        1,120,552        1,494,069        2,847,830        4,052,184        3,852,974        3,653,765        12,622,968        27,029,721   
Foreign     Emgesa S.A. E.S.P.        Colombia      BBVA Colombia   $ Col        8.27     8.11     894,845        6,064,899        6,959,744        9,982,170        9,504,920        9,027,670        8,550,419        22,787,755        59,852,934        1,027,774        3,083,323        4,111,097        7,918,549        11,314,891        10,766,745        10,218,598        35,392,929        75,611,712   
Foreign     Emgesa S.A. E.S.P.        Colombia      Banco de Bogota   $ Col        8.30     8.14     301,348        2,105,951        2,407,299        3,488,668        3,327,949        3,167,230        3,006,511        8,055,219        21,045,577        —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      AV VILLAS   $ Col        6.06     5.93     11,145,579        —          11,145,579        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      Citibank Colombia   $ Col        5.57     6.01     5,233,163        —          5,233,163        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      BBVA Colombia   $ Col        6.30     6.16     438,046        28,712,649        29,150,695        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      Banco de Bogota   $ Col        6.84     6.66     13,683,505        —          13,683,505        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      Banco de Crédito del Peru   $ Col        5.87     5.70     295,055        20,873,617        21,168,672        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      Banco de Crédito del Peru   $ Col        5.93     5.76     198,385        13,892,621        14,091,006        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      Banco de Crédito del Peru   $ Col        5.65     5.50     149,881        10,882,356        11,032,237        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      The Bank Of Tokyo   $ Col        7.02     6.90     532,271        1,596,812        2,129,083        30,361,038        —          —          —          —          30,361,038        —          —          —          —          —          —          —          —          —     
Foreign     Emgesa S.A. E.S.P.        Colombia      Banco Davivienda   $ Col        6.30     6.15     2,959,952        —          2,959,952        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
Foreign     Endesa Argentina S.A.        Argentina      Citibank   $ Arg        34.23     32.75     29,771        445,358        475,129        —          —          —          —          —          —          749,636        —          749,636        —          —          —          —          —          —     
91.081.000-6     Endesa Chile S.A.        Chile      B.N.P. Paribas   US$          6.32     5.98     —          —          —          —          —          —          —          —          —          20,269        1,020,576        1,040,845        —          —          —          —          —          —     
91.081.000-6     Endesa Chile S.A.        Chile      Banco Santander   Ch$          6.00     6.00     —          —          —          —          —          —          —          —          —          582        —          582        —          —          —          —          —          —     
Foreign     Central Costanera S.A.        Argentina      Banco Galicia   $ Arg        51.46     42.24     214,270        583,114        797,384        276,664        —          —          —          —          276,664        308,554        836,632        1,145,186        990,314        —          —          —          —          990,314   
Foreign     Central Costanera S.A.        Argentina      Banco Itaú Argentina   $ Arg        55.07     44.68     80,256        225,731        305,987        128,627        —          —          —          —          128,627        119,500        337,442        456,942        390,884        27,716        —          —          —          418,600   
Foreign     Central Costanera S.A.        Argentina      Banco Santander Río   $ Arg        44.16     37.14     50,253        140,581        190,834        79,542        —          —          —          —          79,542        70,593        200,874        271,467        236,632        17,012        —          —          —          253,644   
Foreign     Central Costanera S.A.        Argentina      Banco Supervielle   $ Arg        49.96     41.21     81,254        224,941        306,195        125,511        —          —          —          —          125,511        112,554        319,053        431,607        372,729        26,615        —          —          —          399,344   
Foreign     Central Costanera S.A.        Argentina      Citibank   $ Arg        45.10     37.81     263,796        734,081        997,877        412,453        —          —          —          —          412,453        347,807        998,639        1,346,446        1,199,174        87,541        —          —          —          1,286,715   
Foreign     Central Costanera S.A.        Argentina      Credit Suisse International   US$          14.84     13.92     1,214,284        —          1,214,284        —          —          —          —          —          —          122,704        2,324,204        2,446,908        1,039,398        —          —          —          —          1,039,398   
Foreign     Central Costanera S.A.        Argentina      ICBC Argentina   $ Arg        51.97     42.59     89,832        249,669        339,501        140,047        —          —          —          —          140,047        132,215        371,509        503,724        425,630        29,900        —          —          —          455,530   
Foreign     H. El Chocón S.A.        Argentina      Deutsche Bank   US$          13.50     12.86     1,339,210        —          1,339,210        —          —          —          —          —          —          1,331,375        4,844,938        6,176,313        —          —          —          —          —          —     
Foreign     H. El Chocón S.A.        Argentina      Standard Bank   US$          13.50     12.86     673,817        —          673,817        —          —          —          —          —          —          667,376        2,425,364        3,092,740        —          —          —          —          —          —     
Foreign     H. El Chocón S.A.        Argentina      Banco Itau   US$          13.50     12.86     673,905        —          673,905        —          —          —          —          —          —          687,484        2,459,835        3,147,319        —          —          —          —          —          —     
Foreign     H. El Chocón S.A.        Argentina      Banco Macro   $ Arg        34.46     31.10     75,083        1,113,612        1,188,695        —          —          —          —          —          —          1,522,852        —          1,522,852        —          —          —          —          —          —     
Foreign     H. El Chocón S.A.        Argentina      Banco Santander -Sindicado IV   $ Arg        40.59     35.54     266,203        516,165        782,368        —          —          —          —          —          —          306,765        1,185,867        1,492,632        1,023,289        —          —          —          —          1,023,289   
Foreign     H. El Chocón S.A.        Argentina      Banco Itau- Sindicado IV   $ Arg        40.59     35.54     241,619        464,727        706,346        —          —          —          —          —          —          273,493        1,057,510        1,331,003        912,706        —          —          —          —          912,706   
Foreign     H. El Chocón S.A.        Argentina      Banco Galicia - Sindicado IV   $ Arg        40.59     35.54     228,411        442,424        670,835        —          —          —          —          —          —          262,403        1,014,727        1,277,130        875,846        —          —          —          —          875,846   
Foreign     H. El Chocón S.A.        Argentina      Banco Hipotecario -Sindicado IV   $ Arg        40.59     35.54     73,221        144,361        217,582        —          —          —          —          —          —          86,271        335,251        421,522        290,454        —          —          —          —          290,454   
Foreign     H. El Chocón S.A.        Argentina      Banco Ciudad -Sindicado IV   $ Arg        40.59     35.54     30,708        59,481        90,189        —          —          —          —          —          —          34,894        135,536        170,430        117,383        —          —          —          —          117,383   
Foreign     H. El Chocón S.A.        Argentina      ICBC Argentina   $ Arg        40.59     35.54     296,189        573,160        869,349        —          —          —          —          —          —          340,037        1,314,222        1,654,259        1,133,871        —          —          —          —          1,133,871   
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Totales                    94,438,113        119,047,141        213,485,254        94,680,542        93,341,883        46,131,557        11,556,930        30,842,974        276,553,886        17,616,391        45,859,907        63,476,298        68,780,986        65,194,217        78,955,951        36,824,905        48,015,897        297,771,956   
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-196


Table of Contents

b) Secured and unsecured liabilities

d. Summary of secured and unsecured liabilities by currency and maturity

 

Country

  Currency     Nominal
Interest
Rate
    Current     Non-current     Current     Non-current  
      Maturity     Total
Current as of
12/31/2015
    Maturity     Total Non-
current as of
12/31/2015
    Maturity     Total
Current as of
12/31/2014
    Maturity     Total Non-
current as of
12/31/2014
 
      One to
three
months
    Three to
twelve
months
      One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
      One to
three
months
    Three to
twelve
months
      One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
   
      ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

    US$        7.00     3,015,734        186,297,709        189,313,443        39,170        39,170        39,170        39,170        843,993        1,000,673        11,857,865        152,626,256        164,484,121        188,522,289        25,581,811        25,581,811        25,581,811        734,182,951        999,450,673   

Chile

    U.F.        5.75     654,291        5,230,040        5,884,331        5,728,780        5,564,286        5,390,333        5,206,378        7,441,327        29,331,104        9,168,367        35,341,359        44,509,726        43,719,963        42,919,926        42,109,023        52,020,539        441,830,545        622,599,996   

Peru

    US$        6.50     624,775        15,786,095        16,410,870        1,659,369        8,362,538        6,637,571        7,807,914        10,086,341        34,553,733        4,424,492        1,630,232        6,054,724        14,072,738        1,443,269        7,173,013        5,691,115        15,362,941        43,743,076   

Peru

    Peruvian nuevo sol        6.44     13,029,793        18,645,206        31,674,999        33,667,892        12,316,415        55,639,169        36,169,256        166,145,520        303,938,252        8,992,510        33,040,637        42,033,147        30,115,012        32,058,804        11,190,625        39,655,619        189,474,327        302,494,387   

Colombia

    $ Col        15.64     55,700,572        67,624,004        123,324,576        206,126,573        182,198,785        143,062,230        109,340,794        709,356,051        1,350,084,433        86,056,574        65,385,741        151,442,315        121,885,126        217,675,920        191,934,482        150,687,586        877,507,340        1,559,690,454   

Brazil

    Real        10.81     10,784,409        97,033,475        107,817,884        116,967,735        94,643,824        44,934,561        —          —          256,546,120        11,340,152        58,273,250        69,613,402        119,821,286        131,772,248        107,403,868        52,740,514        —          411,737,916   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        83,809,574        390,616,529        474,426,103        364,189,519        303,125,018        255,703,034        158,563,512        893,873,232        1,975,454,315        131,839,960        346,297,475        478,137,435        518,136,414        451,451,978        385,392,822        326,377,184        2,258,358,104        3,939,716,502   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-197


Table of Contents

e. Secured and unsecured liabilities by company

 

Tax ID Number

   Company    Country    Financial Institution    Country    Currency    Effective
interest
rate
     Nominal
interest
rate
 
                    
                    

Foreign

   Ampla Energía S.A.    Brazil    Bonos 1ª Serie 16    Brazil    Real      13.66      13.75

Foreign

   Ampla Energía S.A.    Brazil    Bonos 1ª Serie 17    Brazil    Real      13.71      13.89

Foreign

   Ampla Energía S.A.    Brazil    Bonos 1ª Serie 18    Brazil    Real      14.69      14.91

Foreign

   Ampla Energía S.A.    Brazil    Bonos 2ª Serie 26    Brazil    Real      13.55      18.97

Foreign

   Ampla Energía S.A.    Brazil    Bonos 2ª Serie 27    Brazil    Real      15.35      16.89

Foreign

   Ampla Energía S.A.    Brazil    Bonos 2ª Serie 28    Brazil    Real      14.69      14.91

Foreign

   Codensa    Colombia    B102    Colombia    $ Col      12.03      11.52

Foreign

   Codensa    Colombia    B103    Colombia    $ Col      12.29      11.76

Foreign

   Codensa    Colombia    B604    Colombia    $ Col      10.56      10.17

Foreign

   Codensa    Colombia    Bonos B12-13    Colombia    $ Col      11.50      11.03

Foreign

   Codensa    Colombia    Bonos B5-13    Colombia    $ Col      10.56      10.17

Foreign

   Codensa    Colombia    Bonos B7-14    Colombia    $ Col      10.15      9.78

Foreign

   Coelce S.A.    Brazil    Itaú 1    Brazil    Real      13.77      13.99

Foreign

   Coelce S.A.    Brazil    Itaú 2    Brazil    Real      17.07      17.79

Foreign

   Edegel S.A.A    Peru    Banco Continental    Peru    Peruvian nuevo sol      6.41      6.31

Foreign

   Edegel S.A.A    Peru    Banco Continental    Peru    Peruvian nuevo sol      6.38      6.28

Foreign

   Edegel S.A.A    Peru    Banco Continental    Peru    US$      6.44      6.34

Foreign

   Edegel S.A.A    Peru    Banco Continental    Peru    US$      7.93      7.78

Foreign

   Edegel S.A.A    Peru    Banco Continental    Peru    US$      7.25      7.13

Foreign

   Edegel S.A.A    Peru    Banco Scotiabank    Peru    US$      6.73      6.63

Foreign

   Edegel S.A.A    Peru    Banco Scotiabank    Peru    US$      6.09      6.00

Foreign

   Edegel S.A.A    Peru    Banco Scotiabank    Peru    US$      5.86      5.78

Foreign

   Edegel S.A.A    Peru    Banco Scotiabank    Peru    US$      6.57      6.47

Foreign

   Edelnor S.A.A.    Peru    AFP Horizonte    Peru    Peruvian nuevo sol      7.22      7.09

Foreign

   Edelnor S.A.A.    Peru    AFP Integra    Peru    Peruvian nuevo sol      8.16      8.00

Foreign

   Edelnor S.A.A.    Peru    AFP Integra    Peru    Peruvian nuevo sol      8.00      7.85

Foreign

   Edelnor S.A.A.    Peru    AFP Integra    Peru    Peruvian nuevo sol      5.91      5.82

Foreign

   Edelnor S.A.A.    Peru    AFP Prima    Peru    Peruvian nuevo sol      6.63      6.52

Foreign

   Edelnor S.A.A.    Peru    AFP Prima    Peru    Peruvian nuevo sol      6.94      6.82

Foreign

   Edelnor S.A.A.    Peru    AFP Prima    Peru    Peruvian nuevo sol      7.13      7.00

Foreign

   Edelnor S.A.A.    Peru    AFP Prima    Peru    Peruvian nuevo sol      7.44      7.30

Foreign

   Edelnor S.A.A.    Peru    AFP Profuturo    Peru    Peruvian nuevo sol      8.06      7.91

Foreign

   Edelnor S.A.A.    Peru    FCR-Macrofondo    Peru    Peruvian nuevo sol      5.56      5.49

Foreign

   Edelnor S.A.A.    Peru    FCR-Macrofondo    Peru    Peruvian nuevo sol      7.03      6.91

Foreign

   Edelnor S.A.A.    Peru    Fondo -Fosersoe    Peru    Peruvian nuevo sol      8.75      8.57

Foreign

   Edelnor S.A.A.    Peru    Interseguro Cia de Seguros    Peru    Peruvian nuevo sol      6.28      6.19

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.06      5.97

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.50      6.40

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      7.06      6.94

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      5.00      4.94

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      5.13      5.06

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.75      6.64

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      7.28      7.15

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.50      6.40

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      7.38      7.24

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.78      6.67

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.34      6.25

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      5.84      5.76

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.34      6.25

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      4.81      4.76

Foreign

   Edelnor S.A.A.    Peru    Rimac Internacional    Peru    Peruvian nuevo sol      6.13      6.03

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos A-10    Colombia    $ Col      8.87      8.59

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos A102    Colombia    $ Col      8.87      8.59

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos B09-09    Colombia    $ Col      12.67      12.11

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos B10    Colombia    $ Col      12.54      11.99

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos B-103    Colombia    $ Col      11.87      11.87

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos B12    Colombia    $ Col      12.88      12.30

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos B15    Colombia    $ Col      12.87      12.29

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos B6-13    Colombia    $ Col      10.91      10.49

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos B6-14    Colombia    $ Col      10.03      9.67

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos exterior    Colombia    $ Col      10.17      10.17

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos quimbo    Colombia    $ Col      10.17      10.17

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos Quimbo B10    Colombia    $ Col      10.13      9.77

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos Quimbo B10-14    Colombia    $ Col      10.46      10.08

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos Quimbo B12-13    Colombia    $ Col      11.71      11.23

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos Quimbo B15    Colombia    $ Col      10.26      9.89

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos Quimbo B16-14    Colombia    $ Col      10.81      10.39

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos Quimbo B6-13    Colombia    $ Col      10.91      10.49

Foreign

   Emgesa S.A. E.S.P.    Colombia    Bonos Quimbo B6-14    Colombia    $ Col      10.03      9.67

91.081.000-6

   Endesa Chile S.A.    Chile    Banco Santander 522 Serie-M    Chile    U.F.      4.82      4.75

91.081.000-6

   Endesa Chile S.A.    Chile    Banco Santander -317 Serie-H    Chile    U.F.      7.17      6.20

91.081.000-6

   Endesa Chile S.A.    Chile    BNY Mellon - 144 - A    E.E.U.U.    US$      8.83      8.63

91.081.000-6

   Endesa Chile S.A.    Chile    BNY Mellon - Primera Emisión S-2    E.E.U.U.    US$      7.40      7.33

91.081.000-6

   Endesa Chile S.A.    Chile    BNY Mellon - Primera Emisión S-3    E.E.U.U.    US$      8.26      8.13

91.081.000-6

   Endesa Chile S.A.    Chile    BNY Mellon - Unica 24296    E.E.U.U.    US$      4.32      4.25

91.081.000-6

   Endesa Chile S.A.    Chile    BNY Mellon - Primera Emisión S-1    E.E.U.U.    US$      7.96      7.88

94.271.000-3

   Enersis S.A.    Chile    Bonos UF 269    Chile    U.F.      7.02      5.75

94.271.000-3

   Enersis S.A.    Chile    Yankee bonos 2016    E.E.U.U.    US$      7.76      7.40

94.271.000-3

   Enersis S.A.    Chile    Yankee bonos 2026    E.E.U.U.    US$      7.76      6.60
                    

 

 

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

 

F-198


Table of Contents

Tax ID Number

   December 31, 2015  
   Current      Non-current  
   Less than
90 days
     More than
90 days
     Total
Current
     One to two
years
     Two to
three years
     Three to
four years
     Four to five
years
     More than
five years
     Total Non-
current
 

Foreign

     369,157         11,002,428         11,371,585         —           —           —           —           —           —     

Foreign

     635,501         10,359,267         10,994,768         9,723,766         —           —           —           —           9,723,766   

Foreign

     1,011,209         3,033,627         4,044,836         12,571,319         11,223,040         9,874,762         —           —           33,669,121   

Foreign

     1,632,773         18,770,248         20,403,021         18,225,996         16,048,964         —           —           —           34,274,960   

Foreign

     2,737,659         8,212,977         10,950,636         32,485,454         28,835,249         25,185,037         —           —           86,505,740   

Foreign

     1,011,209         3,033,627         4,044,836         12,571,319         11,223,040         9,874,762         —           —           33,669,121   

Foreign

     2,285,586         6,856,759         9,142,345         90,513,112         —           —           —           —           90,513,112   

Foreign

     475,081         1,425,243         1,900,324         1,900,324         19,928,937         —           —           —           21,829,261   

Foreign

     33,159,237         —           33,159,237         —           —           —           —           —           —     

Foreign

     1,060,598         3,181,795         4,242,393         4,242,394         4,242,394         4,242,394         4,242,394         64,429,087         81,398,663   

Foreign

     907,996         2,723,989         3,631,985         3,631,986         44,267,794         —           —           —           47,899,780   

Foreign

     881,572         2,644,715         3,526,287         3,526,287         3,526,287         3,526,287         3,526,287         44,335,883         58,441,031   

Foreign

     325,485         10,211,261         10,536,746         —           —           —           —           —           —     

Foreign

     3,061,416         32,410,040         35,471,456         31,389,881         27,313,531         —           —           —           58,703,412   

Foreign

     82,046         246,137         328,183         328,182         328,182         328,182         328,182         5,691,198         7,003,926   

Foreign

     82,320         246,959         329,279         329,279         329,279         5,391,004         —           —           6,049,562   

Foreign

     105,486         316,458         421,944         421,944         421,944         421,944         421,944         10,086,341         11,774,117   

Foreign

     105,659         316,978         422,637         422,637         422,637         5,831,097         —           —           6,676,371   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     110,163         7,244,456         7,354,619         —           —           —           —           —           —     

Foreign

     99,770         7,297,112         7,396,882         —           —           —           —           —           —     

Foreign

     96,133         288,398         384,531         384,530         384,530         384,530         7,385,970         —           8,539,560   

Foreign

     107,564         322,693         430,257         430,258         7,133,427         —           —           —           7,563,685   

Foreign

     56,529         3,213,571         3,270,100         —           —           —           —           —           —     

Foreign

     3,768,393         —           3,768,393         —           —           —           —           —           —     

Foreign

     5,732,006         —           5,732,006         —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     92,940         5,291,865         5,384,805         —           —           —           —           —           —     

Foreign

     116,196         348,588         464,784         464,783         464,783         464,783         6,548,565         —           7,942,914   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     145,245         435,735         580,980         580,980         580,980         580,980         580,980         11,366,149         13,690,069   

Foreign

     73,305         219,914         293,219         293,219         293,219         4,183,575         —           —           4,770,013   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     131,143         393,429         524,572         524,572         524,572         524,572         524,572         9,017,708         11,115,996   

Foreign

     158,242         474,727         632,969         632,969         632,969         632,969         632,969         17,624,247         20,156,123   

Foreign

     133,872         401,617         535,489         535,489         535,489         535,489         535,489         16,868,345         19,010,301   

Foreign

     104,498         313,495         417,993         417,994         417,994         417,994         417,994         10,373,415         12,045,391   

Foreign

     110,347         331,041         441,388         6,385,839         —           —           —           —           6,385,839   

Foreign

     67,781         203,343         271,124         4,407,670         —           —           —           —           4,407,670   

Foreign

     175,558         526,675         702,233         702,233         702,233         702,233         10,866,005         —           12,972,704   

Foreign

     134,479         403,436         537,915         537,915         537,915         537,915         537,915         14,287,204         16,438,864   

Foreign

     169,060         507,179         676,239         676,238         676,238         676,238         11,017,735         —           13,046,449   

Foreign

     230,147         690,441         920,588         920,588         920,588         920,588         920,588         24,598,494         28,280,846   

Foreign

     352,647         1,057,940         1,410,587         1,410,587         1,410,587         1,410,587         1,410,587         21,265,895         26,908,243   

Foreign

     197,979         593,936         791,915         791,915         791,915         791,915         791,915         14,457,206         17,624,866   

Foreign

     303,907         911,720         1,215,627         1,215,627         1,215,627         21,403,513         —           —           23,834,767   

Foreign

     263,940         791,820         1,055,760         1,055,760         1,055,760         1,055,760         1,055,760         20,595,659         24,818,699   

Foreign

     122,692         368,075         490,767         10,557,968         —           —           —           —           10,557,968   

Foreign

     224,521         673,563         898,084         898,085         898,085         15,080,872         —           —           16,877,042   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     1,318,361         3,955,083         5,273,444         5,273,444         52,249,218         —           —           —           57,522,662   

Foreign

     966,592         2,899,777         3,866,369         3,866,370         3,866,370         36,715,143         —           —           44,447,883   

Foreign

     1,116,102         3,348,305         4,464,407         39,054,871         —           —           —           —           39,054,871   

Foreign

     551,017         1,653,050         2,204,067         2,204,066         2,204,066         2,204,066         2,204,066         21,473,245         30,289,509   

Foreign

     344,557         1,033,670         1,378,227         1,378,226         1,378,226         1,378,226         1,378,226         16,871,733         22,384,637   

Foreign

     258,219         774,658         1,032,877         1,032,878         1,032,878         11,916,341         —           —           13,982,097   

Foreign

     518,847         1,556,541         2,075,388         2,075,389         2,075,389         2,075,389         25,654,089         —           31,880,256   

Foreign

     515,898         1,547,693         2,063,591         2,063,591         2,063,591         2,063,591         2,063,591         20,454,156         28,708,520   

Foreign

     3,707,356         11,122,068         14,829,424         14,829,424         14,829,424         14,829,424         14,829,424         146,988,109         206,305,805   

Foreign

     1,443,011         4,329,034         5,772,045         5,772,045         5,772,045         5,772,045         5,772,045         79,151,390         102,239,570   

Foreign

     921,801         2,765,403         3,687,204         3,687,204         3,687,204         3,687,204         3,687,204         54,611,375         69,360,191   

Foreign

     2,046,250         6,138,749         8,184,999         8,184,998         8,184,998         8,184,998         8,184,998         120,690,336         153,430,328   

Foreign

     975,333         2,925,998         3,901,331         3,901,331         3,901,331         3,901,331         3,901,331         72,380,849         87,986,173   

Foreign

     832,281         2,496,844         3,329,125         3,329,126         3,329,126         3,329,126         3,329,126         67,969,888         81,286,392   

Foreign

     796,647         2,389,940         3,186,587         3,186,587         3,186,587         36,763,745         —           —           43,136,919   

Foreign

     618,230         1,854,690         2,472,920         2,472,920         2,472,920         2,472,920         30,568,013         —           37,986,773   

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

91.081.000-6

     —           —           —           —           —           —           —           —           —     

94.271.000-3

     654,291         5,230,040         5,884,331         5,728,780         5,564,286         5,390,333         5,206,378         7,441,327         29,331,104   

94.271.000-3

     3,005,941         186,268,331         189,274,272         —           —           —           —           —           —     

94.271.000-3

     9,793         29,378         39,171         39,170         39,170         39,170         39,170         843,993         1,000,673   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     83,809,574         390,616,529         474,426,103         364,189,519         303,125,018         255,703,034         158,563,512         893,873,232         1,975,454,315   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

 

F-199


Table of Contents

Tax ID
Number

   December 31, 2014  
   Current      Non-current  
   Less than
90 days
     More than
90 days
     Total
Current
     One to
two years
     Two to
three years
     Three to
four years
     Three to
four years
     More than
five years
     Total Non-
current
 

Foreign

     781,789         14,938,243         15,720,032         14,156,454         —           —           —           —           14,156,454   

Foreign

     657,480         1,972,439         2,629,919         13,403,776         12,088,817         —           —           —           25,492,593   

Foreign

     2,077,536         6,232,607         8,310,143         8,310,143         30,018,631         27,248,583         24,478,536         —           90,055,893   

Foreign

     1,867,488         5,602,465         7,469,953         23,248,180         20,758,200         18,268,216         —           —           62,274,596   

Foreign

     2,521,703         7,565,110         10,086,813         10,086,813         34,986,514         31,624,249         28,261,978         —           104,959,554   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     2,078,386         6,235,159         8,313,545         8,313,545         101,452,870         —           —           —           109,766,415   

Foreign

     433,414         1,300,241         1,733,655         1,733,654         1,733,654         22,040,062         —           —           25,507,370   

Foreign

     630,368         1,891,104         2,521,472         37,225,610         —           —           —           —           37,225,610   

Foreign

     946,989         2,840,966         3,787,955         3,787,954         3,787,954         3,787,954         3,787,954         71,487,573         86,639,389   

Foreign

     790,923         2,372,770         3,163,693         3,163,694         3,163,694         49,010,829         —           —           55,338,217   

Foreign

     834,666         2,503,998         3,338,664         3,338,664         3,338,664         3,338,664         3,338,664         52,801,231         66,155,887   

Foreign

     686,017         13,717,969         14,403,986         13,031,952         —           —           —           —           13,031,952   

Foreign

     2,748,139         8,244,417         10,992,556         37,583,968         33,920,086         30,262,820         —           —           101,766,874   

Foreign

     80,157         240,472         320,629         320,629         320,629         320,629         320,629         5,880,850         7,163,366   

Foreign

     79,761         239,282         319,043         319,042         319,042         319,042         5,265,385         —           6,222,511   

Foreign

     91,749         275,246         366,995         366,994         366,994         366,994         366,994         9,039,318         10,507,294   

Foreign

     91,899         275,698         367,597         367,597         367,597         367,597         4,989,668         —           6,092,459   

Foreign

     3,881,082         —           3,881,082         —           —           —           —           —           —     

Foreign

     95,816         287,449         383,265         6,296,355         —           —           —           —           6,296,355   

Foreign

     86,777         260,331         347,108         6,333,114         —           —           —           —           6,333,114   

Foreign

     93,556         280,669         374,225         374,225         374,225         6,103,969         —           —           6,852,419   

Foreign

     83,613         250,839         334,452         334,453         334,453         334,453         334,453         6,323,623         7,661,435   

Foreign

     55,213         165,638         220,851         3,194,800         —           —           —           —           3,194,800   

Foreign

     60,213         4,083,492         4,143,705         —           —           —           —           —           —     

Foreign

     75,819         227,458         303,277         3,682,353         —           —           —           —           3,682,353   

Foreign

     110,739         332,216         442,955         5,600,079         —           —           —           —           5,600,079   

Foreign

     141,246         8,362,253         8,503,499         —           —           —           —           —           —     

Foreign

     90,771         272,312         363,083         5,260,818         —           —           —           —           5,260,818   

Foreign

     67,470         4,085,912         4,153,382         —           —           —           —           —           —     

Foreign

     113,501         340,502         454,003         454,003         454,003         454,003         454,003         6,397,801         8,213,813   

Foreign

     5,163,298         —           5,163,298         —           —           —           —           —           —     

Foreign

     141,902         425,707         567,609         567,609         567,609         567,609         567,609         11,672,179         13,942,615   

Foreign

     71,597         214,790         286,387         286,387         286,387         286,387         4,087,287         —           4,946,448   

Foreign

     133,501         6,228,634         6,362,135         —           —           —           —           —           —     

Foreign

     128,125         384,374         512,499         512,499         512,499         512,499         512,499         9,322,674         11,372,670   

Foreign

     154,600         463,801         618,401         618,402         618,402         618,402         618,402         14,100,867         16,574,475   

Foreign

     130,791         392,374         523,165         523,166         523,166         523,166         523,166         13,871,576         15,964,240   

Foreign

     102,093         306,280         408,373         408,374         408,374         408,374         408,374         10,543,055         12,176,551   

Foreign

     107,787         323,360         431,147         431,146         6,238,848         —           —           —           6,669,994   

Foreign

     66,200         198,600         264,800         264,800         4,306,155         —           —           —           4,570,955   

Foreign

     171,606         514,819         686,425         686,425         686,425         686,425         686,425         10,616,171         13,361,871   

Foreign

     131,472         394,416         525,888         525,889         525,889         525,889         525,889         13,962,937         16,066,493   

Foreign

     165,257         495,772         661,029         661,029         661,029         661,029         661,029         10,764,497         13,408,613   

Foreign

     224,939         674,816         899,755         899,755         899,755         899,755         899,755         24,037,040         27,636,060   

Foreign

     345,808         1,037,423         1,383,231         1,383,230         1,383,230         1,383,230         1,383,230         22,161,415         27,694,335   

Foreign

     194,336         583,009         777,345         777,345         777,345         777,345         777,345         14,910,973         18,020,353   

Foreign

     299,678         899,035         1,198,713         1,198,713         1,198,713         1,198,713         20,916,464         —           24,512,603   

Foreign

     262,032         786,096         1,048,128         1,048,128         1,048,128         1,048,128         1,048,128         21,232,292         25,424,804   

Foreign

     122,598         367,794         490,392         490,391         10,323,176         —           —           —           10,813,567   

Foreign

     —           —           —           —           —           —           —           —           —     

Foreign

     53,979,516         —           53,979,516         —           —           —           —           —           —     

Foreign

     10,281,812         —           10,281,812         —           —           —           —           —           —     

Foreign

     1,213,148         3,639,445         4,852,593         4,852,593         4,852,593         58,216,407         —           —           67,921,593   

Foreign

     882,562         2,647,687         3,530,249         3,530,250         3,530,250         3,530,250         41,216,421         —           51,807,171   

Foreign

     982,211         2,946,634         3,928,845         3,928,846         43,805,925         —           —           —           47,734,771   

Foreign

     509,006         1,527,019         2,036,025         2,036,026         2,036,026         2,036,026         2,036,026         25,961,808         34,105,912   

Foreign

     316,557         949,671         1,266,228         1,266,228         1,266,228         1,266,228         1,266,228         19,363,519         24,428,431   

Foreign

     228,103         684,309         912,412         912,412         912,412         912,412         13,233,669         —           15,970,905   

Foreign

     453,662         1,360,986         1,814,648         1,814,647         1,814,647         1,814,647         1,814,647         28,677,414         35,936,002   

Foreign

     581,078         1,743,234         2,324,312         2,324,312         2,324,312         2,324,312         2,324,312         25,362,714         34,659,962   

Foreign

     4,175,756         12,527,267         16,703,023         16,703,023         16,703,023         16,703,023         16,703,023         182,262,097         249,074,189   

Foreign

     1,246,095         3,738,285         4,984,380         4,984,380         4,984,380         4,984,380         4,984,380         91,102,169         111,039,689   

Foreign

     816,008         2,448,025         3,264,033         3,264,033         3,264,033         3,264,033         3,264,033         61,737,690         74,793,822   

Foreign

     1,843,223         5,529,669         7,372,892         7,372,892         7,372,892         7,372,892         7,372,892         134,542,069         164,033,637   

Foreign

     845,671         2,537,012         3,382,683         3,382,682         3,382,682         3,382,682         3,382,682         77,827,476         91,358,204   

Foreign

     743,130         2,229,390         2,972,520         2,972,520         2,972,520         2,972,520         2,972,520         72,211,138         84,101,218   

Foreign

     703,731         2,111,194         2,814,925         2,814,926         2,814,926         2,814,926         40,827,900         —           49,272,678   

Foreign

     540,559         1,621,676         2,162,235         2,162,235         2,162,235         2,162,235         2,162,235         34,170,442         42,819,382   

91.081.000-6

     6,203,670         18,611,010         24,814,680         24,814,680         24,814,680         24,814,680         35,548,589         355,689,165         465,681,794   

91.081.000-6

     2,174,007         11,394,304         13,568,311         12,957,238         12,346,166         11,735,094         11,124,022         73,777,578         121,940,098   

91.081.000-6

     2,641,806         124,978,079         127,619,885         —           —           —           —           —           —     

91.081.000-6

     789,495         2,368,484         3,157,979         3,157,979         3,157,979         3,157,979         3,157,979         77,747,246         90,379,162   

91.081.000-6

     502,137         1,506,412         2,008,549         2,008,549         2,008,549         2,008,549         2,008,549         168,757,572         176,791,768   

91.081.000-6

     2,621,139         7,863,416         10,484,555         10,484,554         10,484,554         10,484,554         10,484,554         290,965,550         332,903,766   

91.081.000-6

     2,474,039         7,422,118         9,896,157         9,896,157         9,896,157         9,896,157         9,896,157         195,949,534         235,534,162   

94.271.000-3

     790,690         5,336,045         6,126,735         5,948,045         5,759,080         5,559,249         5,347,928         12,363,802         34,978,104   

94.271.000-3

     2,820,606         8,461,818         11,282,424         162,940,478         —           —           —           —           162,940,478   

94.271.000-3

     8,643         25,929         34,572         34,572         34,572         34,572         34,572         763,049         901,337   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Total      131,839,960         346,297,475         478,137,435         518,136,414         451,451,978         385,392,822         326,377,184         2,258,358,104         3,939,716,502   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

 

F-200


Table of Contents

c ) Financial lease obligations

Financial lease obligations by company

 

Tax ID Number

  Company   Country     Tax ID Number
Creditor
    Financial Institution     Country     Currency     Nominal
interest
rate
    December 31, 2015     December 31, 2014  
                Current     Non-current     Current     Non-current  
                Less
than
90 days
    More
than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four
years
    Four to
five years
    More
than
five years
    Total
Non-
current
    Less
than
90 days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than
five years
    Total
Non-
current
 

Foreign

  Codensa     Colombia        Foreign        Union Temporal Rentacol        Colombia        $ Col        10.80     104,950        284,704        389,654        309,519        —          —          —          —          309,519        —          —          —          —          —          —          —          —          —     

Foreign

  Codensa     Colombia        Foreign        Mareauto Colombia SAS        Colombia        $ Col        10.08     3,894        11,011        14,905        14,462        6,468        —          —          —          20,930        —          —          —          —          —          —          —          —          —     

Foreign

  Codensa     Colombia        Foreign        Banco Corpbanca        Colombia        $ Col        7.27     24,433        35,543        59,976        25,939        13,636        —          —          —          39,575        —          —          —          —          —          —          —          —          —     

Foreign

  Edegel S.A.A.     Peru        Foreign        Banco Scotiabank        Peru        US$        2.02     —          —          —          —          —          —          —          —          —          2,250,920        6,692,173        8,943,093        8,781,527        13,384,629        —          —          —          22,166,156   

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco de Interbank        Peru        Peruvian nuevo sol        6.13     —          —          —          —          —          —          —          —          —          44,072        —          44,072        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco Santander Peru        Peru        Peruvian nuevo sol        5.79     —          —          —          —          —          —          —          —          —          16,329        —          16,329        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco de Crédito        Peru        Peruvian nuevo sol        5.65     —          —          —          —          —          —          —          —          —          29,359        19,575        48,934        —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco de Interbank        Peru        Peruvian nuevo sol        5.29     111,240        —          111,240        —          —          —          —          —          —          109,063        326,675        435,738        108,717        —          —          —          —          108,717   

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco Continental        Peru        Peruvian nuevo sol        5.95     88,396        181,920        270,316        —          —          —          —          —          —          87,951        262,195        350,146        265,456        —          —          —          —          265,456   

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco Continental        Peru        Peruvian nuevo sol        6.00     81,772        245,252        327,024        —          —          —          —          —          —          81,506        243,250        324,756        321,384        —          —          —          —          321,384   

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco Continental        Peru        Peruvian nuevo sol        5.99     77,478        232,058        309,536        12,127        —          —          —          —          12,127        76,296        228,219        304,515        302,736        —          —          —          —          302,736   

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco Continental        Peru        Peruvian nuevo sol        5.98     68,777        205,694        274,471        22,795        —          —          —          —          22,795        66,774        200,287        267,061        266,963        —          —          —          —          266,963   

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco Continental        Peru        Peruvian nuevo sol        5.67     948        2,845        3,793        70,687        —          —          —          —          70,687        —          —          —          —          —          —          —          —          —     

Foreign

  Edelnor S.A.A.     Peru        Foreign        Banco Santander Peru        Peru        Peruvian nuevo sol        5.13     174,389        519,118        693,507        682,380        —          —          —          —          682,380        —          —          —          —          —          —          —          —          —     

Foreign

  EE Piura     Peru        Foreign        Banco de Crédito        Peru        US$        5.80     1,905,026        5,600,924        7,505,950        7,201,538        6,897,126        6,592,714        14,774,124        —          35,465,502        2,333,168        6,862,462        9,195,630        8,830,188        8,464,746        8,099,305        7,733,863        17,273,508        50,401,610   

Foreign

  EE Piura     Peru        Foreign        Banco de Crédito        Peru        Peruvian nuevo sol        5.70     649,814        1,909,231        2,559,045        2,451,818        2,344,592        2,237,365        4,986,674        —          12,020,449        —          —          —          —          —          —          —          —          —     

Foreign

  Edegel S.A.A.     Peru        Foreign        Banco Scotiabank        Peru        US$        2.10     2,584,782        7,682,823        10,267,605        15,644,049        —          —          —          —          15,644,049        —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign        Banco Corpbanca        Colombia        $ Col        10.80     7,331        21,099        28,430        27,912        23,306        —          —          —          51,218        —          —          —          —          —          —          —          —          —     

Foreign

  Emgesa S.A. E.S.P.     Colombia        Foreign        Equirent S.A.        Colombia        $ Col        6.55     6,977        20,183        27,160        27,731        20,095        —          —          —          47,826        —          —          —          —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.     Chile        87.509.100-K        Abengoa Chile        Chile        US$        6.50     —          —          —          —          —          —          —          —          —          652,199        1,957,446        2,609,645        2,611,991        2,614,490        2,617,151        2,619,984        12,287,815        22,751,431   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                Totales        5,890,207        16,952,405        22,842,612        26,490,957        9,305,223        8,830,079        19,760,798        —          64,387,057        5,747,637        16,792,282        22,539,919        21,488,962        24,463,865        10,716,456        10,353,847        29,561,323        96,584,453   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

d ) Other liabilities

Other liabilities by company

 

Tax ID
Number

  Company     Country     Tax ID Number
Creditor
  Financial Institution   Country   Currency   Nominal
interest
rate
    December 31, 2015     December 31, 2014  
                Current     Non-current     Current     Non-current  
                Less than
90 days
    More
than

90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four

years
    Four to
five years
    More
than
five years
    Total
Non -  
current
    Less than
90 days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four

years
    Four to
five years
    More
than

five years
    Total
Non -  
current
 

Foreign

    Ampla Energía S.A.        Brazil      Foreign   Eletrobrás   Brazil   Real     6.57     —          —          —          —          —          —          —          —          —          405,054        1,185,145        1,590,199        1,476,915        1,310,337        923,887        406,995        569,694        4,687,828   

Foreign

    Ampla Energía S.A.        Brazil      Foreign   BNDES   Brazil   Real     9.17     7,170,765        22,702,647        29,873,412        29,555,949        23,816,520        18,573,479        12,754,861        8,800,388        93,501,197        8,176,081        23,832,151        32,008,232        30,151,983        28,295,732        22,101,795        16,454,992        16,008,608        113,013,110   

Foreign

    Cien S.A.        Brazil      Foreign   Bndes   Brazil   Real     8.33     298,586        868,484        1,167,070        1,094,340        1,021,609        948,878        447,165        —          3,511,992        187,708        548,354        736,062        696,676        657,291        617,907        578,521        274,492        2,824,887   

Foreign

    Coelce S.A.        Brazil      Foreign   Banco do Nordeste   Brazil   Real     7.85     1,200,204        3,489,229        4,689,433        4,392,407        4,095,381        977,435        —          —          9,465,223        1,603,830        4,671,101        6,274,931        5,900,564        5,526,195        5,151,828        1,229,462        —          17,808,049   

Foreign

    Coelce S.A.        Brazil      Foreign   Eletrobras   Brazil   Real     6.10     693,523        1,569,329        2,262,852        1,878,520        1,681,608        1,485,719        1,223,656        1,609,492        7,878,995        795,871        2,331,766        3,127,637        2,928,324        2,610,994        2,351,880        2,094,052        4,093,070        14,078,320   

Foreign

    Coelce S.A.        Brazil      Foreign   BNDES   Brazil   Real     10.43     2,314,061        7,646,652        9,960,713        10,148,604        9,382,994        8,617,385        5,533,315        3,928,496        37,610,794        2,429,804        7,097,903        9,527,707        9,017,025        8,506,344        7,995,663        7,484,981        6,508,647        39,512,660   

Foreign

    Coelce S.A.        Brazil      Foreign   Banco do Brasil   Brazil   US$     52.56     20,770        62,310        83,080        83,080        83,079        83,080        83,080        2,247,602        2,579,921        17,726        53,177        70,903        70,902        70,902        70,902        70,902        1,993,373        2,276,981   

Foreign

    Coelce S.A.        Brazil      Foreign   Banco do Brasil   Brazil   Real     12.63     —          —          —          —          —          —          —          —          —          1,963,184        5,889,552        7,852,736        24,836,144        22,872,959        20,909,775        18,946,591        —          87,565,469   

Foreign

    Central Costanera S.A.        Argentina      Foreign   Mitsubishi (deuda
garantizada)
  Argentina   US$     0.25     590,129        1,768,176        2,358,305        5,810,613        1,792,235        1,883,493        1,937,302        23,273,695        34,697,338        9,523        1,850,404        1,859,927        671,565        670,617        669,670        808,784        23,886,776        26,707,412   

Foreign

    Central Costanera S.A.        Argentina      Foreign   Otros   Argentina   Ar$     17.29     —          —          —          —          —          —          —          —          —          1,097,278        1,294,252        2,391,530        —          —          —          —          —          —     

Foreign

    H. El Chocón S.A.        Argentina      Foreign   Otros   Argentina   Ar$     23.59     2,347,678        14,015,924        16,363,602        4,358,417        681,224        —          —          —          5,039,641        127,042        381,125        508,167        7,769,157        1,945,985        —          —          —          9,715,142   

Foreign

    Hidroinvest S.A.        Argentina      Foreign   Otros   Argentina   US$     2.53     898        196,109        197,007        —          —          —          —          —          —          952        168,039        168,991        —          —          —          —          —          —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Totales        14,636,614        52,318,860        66,955,474        57,321,930        42,554,650        32,569,469        21,979,379        39,859,673        194,285,101        16,814,053        49,302,969        66,117,022        83,519,255        72,467,356        60,793,307        48,075,280        53,334,660        318,189,858   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-201


Table of Contents

APPENDIX 5 DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY:

This appendix forms an integral part of the Enersis Américas financial statements.

The detail of assets and liabilities denominated in foreign currencies is the following:

 

ASSETS

  Foreign Currency     Functional Currency     12-31-2015
ThCh$
   

12-31-2014

ThCh$

CURRENT ASSETS

       

Cash and cash equivalents

        22,124,481      334,548,745
    U.S. dollar        Chilean peso        6,606,837      294,009,266
    U.S. dollar        Colombian peso        195,597      413,009
    U.S. dollar        Peruvian nuevo sol        14,024,599      28,750,530
    U.S. dollar        Argentine peso        1,297,448      1,058,646
    Argentine peso        U.S. dollar        —        4,206,734
    Chilean peso        U.S. dollar        —        6,110,560
    Argentine peso        Chilean peso        —        —  

Current accounts receivable from related companies

        —        14,039,935
    U.S. dollar        Chilean peso        —        14,039,935

Total current assets other than assets classified as held for sale and discontinued operations

        22,124,481      348,588,680
     

 

 

   

 

TOTAL CURRENT ASSETS

  

      22,124,481      348,588,680
     

 

 

   

 

NON- CURRENT ASSETS

       

Investments accounted for using the equity method

        29,737,877      61,063,049
    U.S. dollar        Chilean peso        —        27,794,762
    Colombian peso        Chilean peso        29,494,468      32,795,615
    Argentine peso        Chilean peso        243,409      472,672

Goodwill

        362,139,818      439,500,128
    Brazilian real        Peruvian nuevo sol        6,675,472      8,527,161
    Brazilian real        Chilean peso        202,286,652      258,398,340
    Colombian peso        Chilean peso        9,687,963      11,045,730
    Peruvian Nuevo sol        Chilean peso        138,737,427      135,136,616
    Argentine peso        Chilean peso        4,752,304      6,220,966
    U.S. dollar        Chilean peso        —        20,171,315
     

 

 

   

 

TOTAL NON-CURRENT ASSETS

  

      391,877,695      500,563,177
     

 

 

   

 

TOTAL ASSETS

        414,002,176      849,151,857
     

 

 

   

 

 

 

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

 

F-202


Table of Contents
                12-31-2015     12-31-2014
                Current Liabilities     Non-current Liabilities     Current Liabilities     Non-current Liabilities
                90 days
or less
    91 days
to 1 year
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total
Non-current
    90 days
or less
    91 days
to 1 year
    Total     One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
   

Total

Non-

current

    Foreign
Currency
    Functional
Currency
    ThCh$     ThCh$       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$       ThCh$     ThCh$     Current     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$    

LIABILITIES

                                       

Other current financial liabilities

    U.S. dollar          39,350,461        220,635,283        259,985,744        34,667,125        36,469,943        15,535,676        24,641,590        36,451,631        147,765,965        27,290,627        194,911,470        222,202,097        264,874,981        71,011,720        60,603,646        42,762,853        804,987,364      1,244,240,564
    U.S. dollar        Chilean peso        3,015,734        186,297,709        189,313,443        39,170        39,170        39,170        39,170        843,993        1,000,673        12,530,333        155,604,278        168,134,611        191,134,280        28,196,301        28,198,962        28,201,795        746,470,766      1,022,202,104
    U.S. dollar        Brazilian real        20,770        62,310        83,080        83,080        83,079        83,080        83,080        2,247,602        2,579,921        17,726        53,177        70,903        70,902        70,902        70,902        70,902        1,993,373      2,276,981
    U.S. dollar        Peruvian nuevo sol        31,821,714        32,310,979        64,132,693        28,734,262        34,555,459        13,529,933        22,582,038        10,086,341        109,488,033        11,923,154        25,181,231        37,104,385        71,958,836        42,073,900        31,664,112        13,681,372        32,636,449      192,014,669
    U.S. dollar        Argentine peso        4,492,243        1,964,285        6,456,528        5,810,613        1,792,235        1,883,493        1,937,302        23,273,695        34,697,338        2,819,414        14,072,784        16,892,198        1,710,963        670,617        669,670        808,784        23,886,776      27,746,810
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

TOTAL LIABILITIES

        39,350,461        220,635,283        259,985,744        34,667,125        36,469,943        15,535,676        24,641,590        36,451,631        147,765,965        27,290,627        194,911,470        222,202,097        264,874,981        71,011,720        60,603,646        42,762,853        804,987,364      1,244,240,564
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

F-203


Table of Contents

APPENDIX 6 ADDITIONAL INFORMATION OFICIO CIRCULAR (OFFICIAL BULLETIN) No. 715 OF FEBRUARY 3, 2012:

This appendix forms an integral part of the Enersis Américas financial statements.

a) Portfolio stratification

 

    Trade and other receivables by time in arrears:

 

Trade and Other Current Receivables

  Balance as of  
  12-31-2015  
  Up-to-date Portfolio
ThCh$
    1-30
days in

arrears
ThCh$
    31-60
days in
arrears
ThCh$
    61-90
days in
arrears
ThCh$
    91-120
days in
arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than 251
days in arrears
ThCh$
    Total
Current
ThCh$
    Total
Non-current
ThCh$
 

Trade receivables, gross

    577,040,344        69,749,887        36,722,157        15,687,116        20,749,032        12,624,597        25,381,047        10,410,324        9,076,689        82,254,409        859,695,602        257,022,423   

Impairment provision

    (1,402,962     (682,398     (1,571,631     (2,009,596     (5,939,987     (7,094,068     (19,937,434     (6,841,473     (7,231,279     (52,413,506     (105,124,334     —     

Other accounts receivable, gross

    334,685,900        —          —          —          —          —          —          —          —          —          334,685,900        141,673,441   

Impairment provision

    (1,125,601     —          —          —          —          —          —          —          —          —          (1,125,601     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    909,197,681        69,067,489        35,150,526        13,677,520        14,809,045        5,530,529        5,443,613        3,568,851        1,845,410        29,840,903        1,088,131,567        398,695,864   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trade and Other Current Receivables

  Balance as of  
  12-31-2014  
  Up-to-date Portfolio
ThCh$
    1-30
days in
arrears
ThCh$
    31-60
days in
arrears
ThCh$
    61-90
days in
arrears
ThCh$
    91-120
days in
arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than 251
days in arrears
ThCh$
    Total
Current
ThCh$
    Total
Non-current
ThCh$
 

Trade receivables, gross

    903,063,886        106,894,634        39,814,503        20,741,774        7,150,011        7,174,098        6,387,883        4,538,112        3,416,574        176,818,179        1,275,999,654        202,932,480   

Impairment provision

    (1,280,373     (8,159,865     (2,408,150     (4,038,649     (2,288,401     (2,122,945     (2,003,467     (1,534,602     (1,360,517     (129,904,859     (155,101,828     —     

Other accounts receivable, gross

    568,028,235        —          —          —          —          —          —          —          —          —          568,028,235        88,709,195   

Impairment provision

    (7,239,158     —          —          —          —          —          —          —          —          —          (7,239,158     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,462,572,590        98,734,769        37,406,353        16,703,125        4,861,610        5,051,153        4,384,416        3,003,510        2,056,057        46,913,320        1,681,686,903        291,641,675   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-204


Table of Contents
    By type of portfolio:

 

Time in Arrears

  Balance as of     Balance as of  
  12-31-2015     12-31-2014  
  Non-renegotiated Portfolio     Renegotiated Portfolio     Total Gross Portfolio     Non-renegotiated Portfolio     Renegotiated Portfolio     Total Gross Portfolio  
  Number of Clients     Gross
Amount
ThCh$
    Number of Clients     Gross
Amount
ThCh$
    Number of Clients     Gross
Amount
ThCh$
    Number of Clients     Gross
Amount
ThCh$
    Number of Clients     Gross
Amount
ThCh$
    Number of Clients     Gross
Amount
ThCh$
 

Up-to-date

    9,496,241        804,676,526        195,019        29,386,241        9,691,260        834,062,767        10,244,620        1,091,588,812        93,327        14,407,554        10,337,947        1,105,996,366   

1 to 30 days

    2,104,270        65,980,622        80,275        3,769,265        2,184,545        69,749,887        2,101,665        101,089,273        85,662        5,805,361        2,187,327        106,894,634   

31 to 60 days

    285,256        34,798,871        6,727        1,923,286        291,983        36,722,157        408,941        36,225,884        29,281        3,588,619        438,222        39,814,503   

61 to 90 days

    77,855        14,036,045        7,552        1,651,071        85,407        15,687,116        87,712        18,833,430        23,566        1,908,344        111,278        20,741,774   

91 to 120 days

    177,160        19,282,854        5,840        1,466,178        183,000        20,749,032        58,397        5,580,951        14,327        1,569,060        72,724        7,150,011   

121 to 150 days

    172,778        11,272,010        6,289        1,352,587        179,067        12,624,597        52,163        5,776,635        14,132        1,397,463        66,295        7,174,098   

151 to 180 days

    111,678        24,222,662        6,415        1,158,385        118,093        25,381,047        39,113        5,103,607        9,616        1,284,276        48,729        6,387,883   

181 to 210 days

    94,221        9,312,808        4,390        1,097,516        98,611        10,410,324        24,086        3,462,029        15,507        1,076,083        39,593        4,538,112   

211 to 250 days

    55,382        8,049,056        4,688        1,027,633        60,070        9,076,689        20,666        2,455,802        10,733        960,772        31,399        3,416,574   

More than 251 days

    618,700        78,781,681        8,092        3,472,728        626,792        82,254,409        408,132        148,793,724        18,770        28,024,455        426,902        176,818,179   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    13,193,541        1,070,413,135        325,287        46,304,890        13,518,828        1,116,718,025        13,445,495        1,418,910,147        314,921        60,021,987        13,760,416        1,478,932,134   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-205


Table of Contents

b) Portfolio in default and in legal collection process

 

Portfolio in Default and in Legal Collection Process

   Balance as of      Balance as of  
   12-31-2015      12-31-2014  
   Number of
Clients
     Amount
ThCh$
     Number of
Clients
     Amount
ThCh$
 

Notes receivable in default

     1,872,073         23,354,556         164,145         15,922,688   

Notes receivable in legal collection process (*)

     4,219         16,044,580         9,983         13,828,106   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,876,292         39,399,136         174,128         29,750,794   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(*) Legal collections are included in the portfolio in arrears.

c) Provisions and write-offs

 

Provisions and Write-offs

   Balance as of  
   12-31-2015      12-31-2014  
   ThCh$      ThCh$  

Provision for non-renegotiated portfolio

     25,846,624         22,178,152   

Provision for renegotiated portfolio

     6,081,295         669,988   

Write-offs during the period

     (23,480,578      (19,013,041

Recoveries during the period

     14,962,099         —     
  

 

 

    

 

 

 

Total

     23,409,439         41,861,181   
  

 

 

    

 

 

 

d) Number and amount of operations

 

Number and Amount of Operations

   Balance as of  
   12-31-2015      12-31-2014  
   Total detail by
type of operation
Last Quarter
     Total detail by
type of operation
Annual
Accumulation
     Total detail by
type of
operation Last
Quarter
     Total detail by
type of operation
Annual
Accumulation
 
   ThCh$      ThCh$      ThCh$      ThCh$  

Impairment provision and recoveries

           

Number of operations

     199,988         557,363         1,889,698         1,889,698   

Value of operations, in ThCh$

     11,043,157         46,890,017         22,848,140         22,848,140   

 

 

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

 

F-206


Table of Contents

APPENDIX 6.1 SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES:

This appendix forms an integral part of the Enersis Américas financial statements.

 

a) Portfolio stratification

 

    Trade receivables by time in arrears:

 

Trade Receivables

   Balance as of  
   12-31-2015  
   Up to date
ThCh$
    1-30 days
in arrears
ThCh$
    31-60 days
in arrears
ThCh$
    61-90 days
in arrears
ThCh$
    91-120 days
in arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than
251 days
in arrears
ThCh$
    Total
Current
ThCh$
    Total
Non-current
ThCh$
 
Trade receivables, generation and transmission      214,520,868        10,315,795        3,889,661        3,959,399        3,758,589        3,671,364        3,869,173        5,219,854        118,598        47,438,345        296,761,646        230,330,033   
-Large clients      105,350,555        9,422,903        3,835,624        3,804,996        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,646        142,976,051        —     
-Institutional clients      76,797,290        —          —          —          —          —          —          —          —          —          76,797,290        227,118,907   
-Others      32,373,023        892,892        54,037        154,403        24,463        30,266        318,316        26,930        43,276        43,070,699        76,988,305        3,211,126   
Impairment provision      (212,623     —          —          (363,070     —          —          (415,609     (2,735,412     —          (45,093,112     (48,819,826     —     
                        
Non-invoiced services      89,723,981        —          —          —          —          —          —          —          —          —          89,723,981        32,993,708   
Invoiced services      124,796,887        10,315,795        3,889,661        3,959,399        3,758,589        3,671,364        3,869,173        5,219,854        118,598        47,438,345        207,037,665        197,336,325   
Trade receivables, distribution      362,519,476        59,434,092        32,832,496        11,727,717        16,990,443        8,953,233        21,511,874        5,190,470        8,958,091        34,816,064        562,933,956        26,692,390   
-Mass-market clients      217,119,041        36,222,800        21,046,214        7,845,767        5,350,487        5,742,028        18,419,905        2,598,396        6,157,123        10,208,043        330,709,804        13,043,874   
-Large clients      99,833,365        12,867,396        6,598,117        1,338,886        1,095,541        996,107        1,253,697        767,947        850,748        21,559,120        147,160,924        3,424,933   
-Institutional clients      45,567,070        10,343,896        5,188,165        2,543,064        10,544,415        2,215,098        1,838,272        1,824,127        1,950,220        3,048,901        85,063,228        10,223,583   
Impairment provision      (1,190,339     (682,398     (1,571,631     (1,646,526     (5,939,987     (7,094,068     (19,521,825     (4,106,061     (7,231,279     (7,320,394     (56,304,508     —     
Non-invoiced services      173,794,483        —          —          —          —          —          —          —          —          —          173,794,483        —     
Invoiced services      188,724,993        59,434,092        32,832,496        11,727,717        16,990,443        28,953,233        21,511,874        15,190,470        8,958,091        51,838,808        436,162,217        26,692,390   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Total Trade Receivables, Gross      577,040,344        69,749,887        36,722,157        15,687,116        20,749,032        12,624,597        25,381,047        10,410,324        9,076,689        82,254,409        859,695,602        257,022,423   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Total Impairment Provision      (1,402,962     (682,398     (1,571,631     (2,009,596     (5,939,987     (7,094,068     (19,937,434     (6,841,473     (7,231,279     (52,413,506     (105,124,334     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Total Trade Receivables, Net      575,637,382        69,067,489        35,150,526        13,677,520        14,809,045        5,530,529        5,443,613        3,568,851        1,845,410        29,840,903        754,571,268        257,022,423   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Since not all of our commercial databases in our Group’s different subsidiaries distinguish whether the final electricity service consumer is a natural or legal person, the main management segmentation used by all the subsidiaries to monitor and follow up on trade receivables is the following:

 

    Mass-market clients
    Large clients
    Institutional clients

 

 

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

 

F-207


Table of Contents

Trade Receivables

   Balance as of  
   12-31-2014  
   Up to date
ThCh$
    1-30 days
in arrears
ThCh$
    31-60 days
in arrears
ThCh$
    61-90 days
in arrears
ThCh$
    91-120 days
in arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears
ThCh$
    181-210
days in
arrears
ThCh$
    211-250
days in
arrears
ThCh$
    More than
251 days
in arrears
ThCh$
    Total
Current
ThCh$
    Total
Non-current
ThCh$
 
Trade receivables, generation and transmission      372,017,282        14,185,584        2,368,035        826,795        259,556        101,591        386,044        69,185        140,611        58,775,408        449,130,091        180,858,354   
-Large clients      293,311,567        6,649,258        2,333,183        563,008        228,410        77,466        265,238        65,525        136,823        3,653,609        307,284,087        —     
-Institutional clients      48,353,634        —          —          —          —          —          —          —          —          —          48,353,634        172,090,003   
-Others      30,352,081        7,536,326        34,852        263,787        31,146        24,125        120,806        3,660        3,788        55,121,799        93,492,370        8,768,351   
Impairment provision      (388,459     —          —          (169,056     —          —          —          —          —          (56,435,060     (56,992,575     —     
Non-invoiced services      211,809,086        —          —          —          —          —          —          —          —          —          211,809,086        1,045,832   
Invoiced services      160,208,196        14,185,584        2,368,035        826,795        259,556        101,591        386,044        69,185        140,611        58,775,408        237,321,005        179,812,522   
Trade receivables, distribution      531,046,604        92,709,050        37,446,468        19,914,979        6,890,455        7,072,507        6,001,839        4,468,927        3,275,963        118,042,771        826,869,563        22,074,126   
-Mass-market clients      363,514,047        66,110,431        24,474,607        6,539,339        4,783,444        4,107,710        3,337,309        2,388,662        1,846,646        49,452,156        526,554,351        11,102,240   
-Large clients      122,493,330        18,645,276        6,038,961        2,946,789        713,261        1,068,570        1,460,736        1,289,811        664,518        33,142,022        188,463,274        3,153,611   
-Institutional clients      45,039,227        7,953,343        6,932,900        10,428,851        1,393,750        1,896,227        1,203,794        790,454        764,799        35,448,593        111,851,938        7,818,275   
Impairment provision      (891,914     (8,159,865     (2,408,150     (3,869,593     (2,288,401     (2,122,945     (2,003,467     (1,534,602     (1,360,517     (73,469,799     (98,109,253     —     
Non-invoiced services      317,688,170        —          —          —          —          —          —          —          —          —          317,688,170        —     
Invoiced services      217,794,795        92,709,050        37,446,468        19,914,979        6,890,455        7,072,507        6,001,839        4,468,927        3,275,963        118,042,771        513,617,754        22,074,126   
Total Trade Receivables, Gross      903,063,886        106,894,634        39,814,503        20,741,774        7,150,011        7,174,098        6,387,883        4,538,112        3,416,574        176,818,179        1,275,999,654        202,932,480   
Total Impairment Provision      (1,280,373     (8,159,865     (2,408,150     (4,038,649     (2,288,401     (2,122,945     (2,003,467     (1,534,602     (1,360,517     (129,904,859     (155,101,828     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Total Trade Receivables, Net      901,783,513        98,734,769        37,406,353        16,703,125        4,861,610        5,051,153        4,384,416        3,003,510        2,056,057        46,913,320        1,120,897,826        202,932,480   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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

 

F-208


Table of Contents

- By type of portfolio:

 

Type of Portfolio

  Balance as of  
  12-31-2015  
  Up to date
ThCh$
    1-30
days in
arrears
ThCh$
    31-60
days in
arrears
ThCh$
    61-90
days in
arrears
ThCh$
    91-120
days in
arrears
ThCh$
    121-150
days in
arrears
ThCh$
    151-180
days in
arrears

ThCh$
    181-210
days in
arrears

ThCh$
    211-250
days in
arrears

ThCh$
    More than
251 days
in arrears
ThCh$
    Total
Current

ThCh$
 

GENERATION AND TRANSMISSION

  

               

Non-renegotiated portfolio

    209,710,717        10,292,925        3,835,624        3,934,142        3,734,126        3,641,098        3,839,625        5,192,924        75,322        47,048,299        291,304,802   

-Large clients

    105,350,555        9,422,903        3,835,624        3,804,997        3,734,126        3,641,098        3,550,857        5,192,924        75,322        4,367,645        142,976,051   

-Institutional clients

    76,797,290        —          —          —          —          —          —          —          —          —          76,797,290   

-Others

    27,562,872        870,022        —          129,145        —          —          288,768        —          —          42,680,654        71,531,461   

Renegotiated portfolio

    4,810,151        22,870        54,037        25,257        24,463        30,266        29,548        26,930        43,276        390,045        5,456,843   

-Large clients

    —          —          —          —          —          —          —          —          —          —          —     

-Institutional clients

    —          —          —          —          —          —          —          —          —          —          —     

-Others

    4,810,151        22,870        54,037        25,257        24,463        30,266        29,548        26,930        43,276        390,045        5,456,843   

DISTRIBUTION

  

             

Non-renegotiated portfolio

    360,318,915        55,687,697        30,963,247        10,101,903        15,548,728        7,630,912        20,383,037        4,119,884        7,973,734        31,733,382        544,461,439   

-Mass-market clients

    215,638,939        24,316,549        19,859,514        6,818,125        4,452,336        4,953,953        17,774,987        2,008,723        5,629,594        8,660,803        320,113,523   

-Large clients

    99,340,127        11,546,722        6,337,137        1,122,596        936,511        831,176        1,130,633        643,942        736,404        4,107,633        126,732,881   

-Institutional clients

    45,339,849        9,824,426        4,766,596        2,161,182        10,159,881        1,845,783        1,477,417        1,467,219        1,607,736        18,964,946        97,615,035   

Renegotiated portfolio

    2,200,561        3,746,395        1,869,249        1,625,814        1,441,715        1,322,321        1,128,837        1,070,586        984,357        3,082,683        18,472,518   

-Mass-market clients

    1,480,102        1,906,252        1,186,699        1,027,641        898,152        788,075        644,917        589,672        527,529        1,547,241        10,596,280   

-Large clients

    493,237        1,320,673        260,980        216,290        159,030        164,931        123,064        124,005        114,344        428,743        3,405,297   

-Institutional clients

    227,222        519,470        421,570        381,883        384,533        369,315        360,856        356,909        342,484        1,106,699        4,470,941   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Portfolio, Gross

    577,040,344        69,749,887        36,722,157        15,687,116        20,749,032        12,624,597        25,381,047        10,410,324        9,076,689        82,254,409        859,695,602   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Type of Portfolio

  Balance as of  
  12-31-2014  
  Up to date
ThCh$
    1-30
days in
arrears

ThCh$
    31-60
days in
arrears

ThCh$
    61-90
days in
arrears

ThCh$
    91-120
days in
arrears
ThCh$
    121-150
days in
arrears

ThCh$
    151-180
days in
arrears

ThCh$
    181-210
days in
arrears

ThCh$
    211-250
days in
arrears

ThCh$
    More than
251 days

in arrears
ThCh$
    Total
Current

ThCh$
 

GENERATION AND TRANSMISSION

                     

Non-renegotiated portfolio

    363,410,191        14,146,157        2,333,183        782,547        228,410        77,466        265,238        65,525        136,823        58,343,089        439,788,629   

-Large clients

    293,422,775        6,649,258        2,333,183        563,008        228,410        77,466        265,238        65,525        136,823        3,653,609        307,395,295   

-Institutional clients

    48,353,634        —          —          —          —          —          —          —          —          —          48,353,634   

-Others

    21,633,782        7,496,899        —          219,539        —          —          —          —          —          54,689,480        84,039,700   

Renegotiated portfolio

    8,718,298        39,427        34,852        44,248        31,146        24,125        120,806        3,660        3,788        432,319        9,452,669   

-Large clients

    —          —          —          —          —          —          —          —          —          —          —     

-Institutional clients

    —          —          —          —          —          —          —          —          —          —          —     

-Others

    8,718,298        39,427        34,852        44,248        31,146        24,125        120,806        3,660        3,788        432,319        9,452,669   

DISTRIBUTION

                     

Non-renegotiated portfolio

    525,246,141        86,943,116        33,892,701        18,050,883        5,352,541        5,699,169        4,838,369        3,396,504        2,318,979        90,450,635        776,189,038   

-Mass-market clients

    359,557,387        61,876,128        22,363,672        5,224,924        3,690,220        3,176,315        2,587,866        1,727,709        1,291,303        37,131,908        498,627,432   

-Large clients

    121,295,659        17,592,569        5,739,993        2,818,594        627,109        977,296        1,390,709        1,219,723        595,298        32,199,320        184,456,270   

-Institutional clients

    44,393,095        7,474,419        5,789,036        10,007,365        1,035,212        1,545,558        859,794        449,072        432,378        21,119,407        93,105,336   

Renegotiated portfolio

    5,689,256        5,765,934        3,553,767        1,864,096        1,537,914        1,373,338        1,163,470        1,072,423        956,984        27,592,136        50,569,318   

-Mass-market clients

    3,845,451        4,234,303        2,110,934        1,314,417        1,093,224        931,394        749,443        660,954        555,345        12,320,248        27,815,713   

-Large clients

    1,197,671        1,052,707        298,969        128,194        86,152        91,274        70,027        70,088        69,219        942,702        4,007,003   

-Institutional clients

    646,134        478,924        1,143,864        421,485        358,538        350,670        344,000        341,381        332,420        14,329,186        18,746,602   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Portfolio, Gross

    903,063,886        106,894,634        39,814,503        20,741,774        7,150,011        7,174,098        6,387,883        4,538,112        3,416,574        176,818,179        1,275,999,654   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

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

 

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APPENDIX 6.2 ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY:

This appendix forms an integral part of the Enersis Américas financial statements.

 

Country

  COLOMBIA     PERU     ARGENTINA     BRAZIL     CHILE     TOTAL  
  12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014     12-31-2015     12-31-2014  

BALANCE

  Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls  

Current accounts receivable from related companies

    312,398        231,744        256,708        85,174        —          —          —          —          —          —          —          —          —          5,967        —          —          —          —          287,822        33,396        312,398        237,711        544,530        118,940   

Trade and other current receivables

    91,292,198        3,767,410        84,133,181        3,619,524        39,545,565        5,091,255        33,292,452        4,920,460        26,291,133        114,662        35,563,152        2,247,911        95,783,612        4,867,959        84,383,373        5,916,811        —          —          250,102,288        10,403,137        248,609,678        13,841,286        487,474,445        27,107,843   

Discontinued operations

    —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          216,908,877        28,418,337        —          —          216,908,877        28,418,337        —          —     

Total Estimated Assets

    91,604,596        3,999,154        84,389,889        3,704,698        39,545,565        5,091,255        33,292,452        4,920,460        26,291,133        114,662        35,563,152        2,247,911        95,783,612        4,873,926        84,383,373        5,916,811        216,908,877        28,418,337        250,390,110        10,436,533        465,830,953        42,497,334        488,018,975        27,226,783   

Current accounts payable to related companies

    43,386        85,780        —          52,558        —          —          —          —          —          —          —          —          1,107,814        —          —          —          —          —          1,618,986        —          1,151,200        85,780        1,618,986        52,558   

Trade and other current payables

    21,741,708        5,032,612        28,040,330        6,514,495        25,029,210        4,373,789        20,163,194        3,511,272        8,559,240        —          14,539,649        6,529        167,569,844        3,833,787        169,491,822        6,101,636        —          —          92,863,118        9,251,403        222,500,751        13,240,188        325,098,113        25,385,335   

Discontinued operations

    —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          —          101,922,626        125,308,109        —          —          101,922,626        125,308,109        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Estimated Liabilities

    21,785,094        5,118,392        28,040,330        6,567,053        25,029,210        4,373,789        20,163,194        3,511,272        8,559,240        —          14,539,659        6,529        168,677,658        3,833,787        169,491,822        6,101,636        101,922,626        125,308,109        94,482,104        9,251,4303        325,574,577        138,634,077        326,717,099        25,437,893   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    COLOMBIA     PERU     ARGENTINA     BRAZIL     TOTAL  
  12.31.2015     12.31.2014     12.31.2013     12.31.2015     12.31.2014     12.31.2013     12.31.2015     12.31.2014     12.31.2013     12.31.2015     12.31.2014     12.31.2013     12.31.2015     12.31.2014     12.31.2013  

RESULTS

  Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls     Energy
and
capacity
    Tolls  

Energy sales

    91,614,430        3,782,034        94,439,616        4,137,051        79,365,812        3,844,886        39,027,533        5,024,561        34,481,991        3,341,292        31,384,194        610,848        24,469,681        148,113        37,120,676        310,919        58,105,467        872,208        104,917,610        5,394,125        89,394,426        6,268,177        74,614,703        5,342,261        260,029,254        14,348,833        255,436,709        14,057,439        243,470,176        10,670,203   

Purchase sales

    20,447,041        5,223,843        25,631,699        9,889,413        19,174,609        7,671,493        24,701,337        4,316,494        19,958,532        3,478,388        13,624,354        3,051,373        10,541,703        —          13,839,215        441,931        18,095,954        921,658        184,762,886        4,199,379        179,556,986        6,463,979        61,567,284        2,966,183        240,452,967        13,739,716        238,986,432        20,273,711        112,462,201        14,610,707   

 

 

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

 

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APPENDIX 7 DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS:

This appendix forms an integral part of the Enersis Américas financial statements.

 

Suppliers with Payments Up-to-Date

   Balance as of      Balance as of  
   12-31-2015      12-31-2014  
   Goods
ThCh$
     Services
ThCh$
     Other
ThCh$
     Total
ThCh$
     Goods
ThCh$
     Services
ThCh$
     Other
ThCh$
     Total
ThCh$
 

Up to 30 days

     —           107,441,015         224,427,906         331,868,921         17,186,972         157,069,570         635,121,059         809,377,601   

From 31 to 60 days

     —           13,041,611         16,446,525         29,488,136         —           10,354,996         2,848,853         13,203,849   

From 61 to 90 days

     —           —           —           —           —           —           376,364         376,364   

From 91 to 120 days

     —           —           —           —           —           —           376,364         376,364   

From 121 to 365 days

     —           —           —           —           —           —           3,010,909         3,010,909   

More than 365 days

     —           —           2,278,233         2,278,233         —           —           2,516,362         2,516,362   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           120,482,626         243,152,664         363,635,290         17,186,972         167,424,566         644,249,911         828,861,449   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Balance as of      Balance as of  
     12-31-2015      12-31-2014  

Suppliers with Payments Overdue

   Goods
ThCh$
     Services
ThCh$
     Other
ThCh$
     Total
ThCh$
     Goods
ThCh$
     Services
ThCh$
     Other
ThCh$
     Total
ThCh$
 

Up to 30 days

     —           —           10,249,865         10,249,865         —           —           —           —     

From 31 to 60 days

     —           —           —           —           —           —           —           —     

From 61 to 90 days

     —           —           —           —           —           —           —           —     

From 91 to 120 days

     —           —           —           —           —           —           —           —     

From 121 to 180 days

     —           —           —           —           —           —           —           —     

More than 180 days

     —           —           87,506,351         87,506,351         —           1,137,018         —           1,137,018   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           —           97,756,216         97,756,216         —           1,137,018         —           1,137,018   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Enel, S.p.A., which owns a 60.6% beneficial interest in Enersis Américas, maintains an insurance policy for Enersis Américas. Under this policy, coverage is provided to Enersis Américas’ directors and executive officers against losses arising from claims made by minority shareholders by reason of breach of duty or other errors, omissions and wrongful acts, other than those acts knowingly and intentionally committed wrongfully.

Item 21. Exhibits and Financial Statement Schedules.

 

  3.1*    Bylaws (Estatutos) of Enersis Américas, S.A., as amended, filed as Exhibit 3.1 to Enersis Américas’ Annual Report on Form 20-F for the year ended December 31, 2015 (File No. 001-12440), is incorporated herein by reference.
  3.2*    Bylaws (Estatutos) of Endesa Américas, S.A, filed as Exhibit 3.1 to Endesa Américas’ Annual Report on Form 20-F for the year ended December 31, 2015 (File No. 001-37724), is incorporated herein by reference.
  4.1*    Third Amended and Restated Deposit Agreement dated as of March 28, 2013 among Enersis Américas S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, filed as Exhibit 4.1 to the Registration Statement on Form F-6 (Registration No. 333-170192) of Enersis Américas S.A., is incorporated herein by reference.
  5.1*    Opinion of Philippi, Prietocarrizosa Ferrero DU & Uría SPA.
  8.1*    Tax opinion of Philippi, Prietocarrizosa Ferrero DU & Uría SPA, contained in its opinion filed as Exhibit 5.1 to this registration statement.
  8.2*    Tax opinion of Chadbourne & Parke LLP.
23.1    Consent of Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada (“EY Ltda.”), member firm of Ernst & Young Global Ltd., an independent registered public accounting firm (Enersis Américas S.A.).
23.2    Consent of KPMG Auditores Consultores Ltda., an independent registered public accounting firm (Endesa Américas S.A.).
23.3    Consent of Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global Ltd., an independent registered public accounting firm (Endesa Argentina S.A.).
23.4    Consent of Ernst & Young Auditores Independentes S.S., member firm of Ernst & Young Global Ltd., an independent registered public accounting firm (Enel Brasil S.A.).
23.5*    Consent of Philippi, Prietocarrizosa Ferrero DU & Uría SPA, contained in its opinions filed as Exhibit 5.1 and Exhibit 8.1 to this registration statement.
23.6*    Consent of Chadbourne & Parke LLP, contained in its opinion filed as Exhibit 8.2 to this registration statement.
23.7    Consent of Deutsche Bank Securities Inc., financial advisor of Endesa Américas.
23.8*    Consent of Colin Becker, independent appraiser of Endesa Américas.
23.9*    Consent of PricewaterhouseCoopers Chile.
23.10*    Consent of Banco Santander Chile S.A., independent valuator of Endesa Américas.
23.11*    Consent of Asesorías Tyndall Limitada, independent valuator of Endesa Américas.

 

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23.12*    Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, financial advisor of Enersis Américas.
23.13*    Consent of Pablo D’Agliano, independent appraiser of Enersis Américas.
23.14*    Consent of Providence Capital.
23.15*    Consent of Banco Itaú Argentina, independent valuator of Enersis Américas.
23.16*    Consent of Credicorp Capital Asesorías Financieras S.A., independent valuator of Enersis Américas.
23.17*    Consent of Chiomenti Studio Legale.
23.18*    Consent of Rafael Malla Osorio, prior independent appraiser of Enersis Américas.
23.19*    Consent of Deloitte Advisory Ltda.
23.20    Consent of KPMG Auditores Consultores Ltda., an independent registered public accounting firm (Empresa Nacional de Electricidad S.A.)
24*    Powers of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers and the authorized representative in the United States of Enersis Américas S.A.

 

* Previously filed.

Item 22. Undertakings.

 

A. The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph A(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 

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(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

  (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

  (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

 

  (iii) The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

 

  (iv) Any other communication that is an offer in the offering made by the registrant to the purchaser.

 

(7) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(8) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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(9) To (i) respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means and (ii) arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

(10) To supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santiago, Republic of Chile, on the 8th day of September, 2016.

 

ENERSIS AMÉRICAS S.A.
By:   /s/ Javier Galán A.
  Name:  

Javier Galán A.

  Title:  

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed on the 8th day of September, 2016 by the following persons in the capacities indicated:

 

Signature

  

Title

Francisco de Borja Acha B.*    Chairman of the Board
José Antonio Vargas L.*    Vice Chairman of the Board
Domingo Cruzat A.*    Director
Livio Gallo*    Director
Patricio Gómez S.*    Director
Hernán Somerville S.*    Director
Enrico Viale*    Director
Luca D’Agnese*    Chief Executive Officer
(Principal Executive Officer)
Javier Galán A.*    Chief Financial Officer
(Principal Financial Officer)
Paolo Pirri*    Chief Accounting Officer
(Principal Accounting Officer)
Donald J. Puglisi*    Authorized Representative in the
United States

 

*By:   /s/ Javier Galán A.
  Javier Galán A., Attorney-in-Fact**

 

** By authority of the power of attorney previously filed as Exhibit 24 hereto


Table of Contents

EXHIBIT INDEX

 

Exhibit
Number

  

Description

  

Page

Number

 
  3.1*    Bylaws (Estatutos) of Enersis Américas, S.A., as amended, filed as Exhibit 3.1 to Enersis Américas’ Annual Report on Form 20-F for the year ended December 31, 2015 (File No. 001-12440), is incorporated herein by reference.   
  3.2*    Bylaws (Estatutos) of Endesa Américas, S.A., filed as Exhibit 3.1 to Endesa Américas’ Annual Report on Form 20-F for the year ended December 31, 2015 (File No. 001-37724), is incorporated herein by reference.   
  4.1*    Third Amended and Restated Deposit Agreement dated as of March 28, 2013 among Enersis Américas, S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, filed as Exhibit 4.1 to the Registration Statement on Form F-6 (Registration No. 333-170192), is incorporated herein by reference.   
  5.1*    Opinion of Philippi, Prietocarrizosa Ferrero DU & Uría SPA.   
  8.1*    Tax opinion of Philippi, Prietocarrizosa Ferrero DU & Uría SPA, contained in its opinion filed as Exhibit 5.1 to this registration statement.   
  8.2*    Tax opinion of Chadbourne & Parke LLP.   
23.1    Consent of Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada (“EY Ltda.”), member firm of Ernst & Young Global Ltd., an independent registered public accounting firm (Enersis Américas S.A.).   
23.2    Consent of KPMG Auditores Consultores Ltda., an independent registered public accounting firm (Endesa Américas S.A.).   
23.3    Consent of Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global Ltd., an independent registered public accounting firm (Endesa Argentina S.A.).   
23.4    Consent of Ernst & Young Auditores Independentes S.S., member firm of Ernst & Young Global Ltd., an independent registered public accounting firm (Enel Brasil S.A.).   
23.5*    Consent of Philippi, Prietocarrizosa Ferrero DU & Uría SPA, contained in its opinions filed as Exhibit 5.1 and Exhibit 8.1 to this registration statement.   
23.6*    Consent of Chadbourne & Parke LLP, contained in its opinion filed as Exhibit 8.2 to this registration statement.   
23.7    Consent of Deutsche Bank Securities Inc., financial advisor of Endesa Américas.   
23.8*    Consent of Colin Becker, independent appraiser of Endesa Américas.   
23.9*    Consent of PricewaterhouseCoopers Chile.   
23.10*    Consent of Banco Santander Chile S.A., independent valuator of Endesa Américas.   
23.11*    Consent of Asesorías Tyndall Limitada, independent valuator of Endesa Américas.   
23.12*    Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, financial advisor of Enersis Américas.   
23.13*    Consent of Pablo D’Agliano, independent appraiser of Enersis Américas.   
23.14*    Consent of Providence Capital.   
23.15*    Consent of Banco Itaú Argentina, independent valuator of Enersis Américas.   


Table of Contents

Exhibit
Number

  

Description

  

Page

Number

 
23.16*    Consent of Credicorp Capital Asesorías Financieras S.A., independent valuator of Enersis Américas.   
23.17*    Consent of Chiomenti Studio Legale.   
23.18*    Consent of Rafael Malla Osorio, prior independent appraiser of Enersis Américas.   
23.19*    Consent of Deloitte Advisory Ltda.   
23.20    Consent of KPMG Auditores Consultores Ltda., an independent registered public accounting firm (Empresa Nacional de Electricidad S.A.)   
24*    Powers of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers and the authorized representative in the United States of Enersis Américas S.A.   

 

* Previously filed.